PCAOB Investor Advisory Group Chairman Remarks: IAG Mission and Accomplishments

As the Chairman of the Investor Advisory Group, I would like to welcome everyone to the seventh annual meeting of the Group.

As many of you know, this is an especially important forum for the PCAOB because it provides the Board with an opportunity to hear directly from investor representatives who are encouraged to provide comments on our various initiatives, and offer suggestions for our consideration.

At the outset, I am required to issue a disclaimer which I will do for all the Board members and staff that are here today. Under our Board policy, the views we express are our own, and do not necessarily reflect the views of other Board members or the staff of the PCAOB.

I would also like to extend a warm welcome to Chair White from the Securities and Exchange Commission for joining us this morning and for your ongoing support. I know you will only be able to stay for the morning session, but your presence is a reminder that protecting the interests of investors is at the heart of everything the SEC and the PCAOB do.

I also want to welcome Wes Bricker, the Securities and Exchange Commission's Interim Chief Accountant, and Brian Croteau, who has been working closely with the Board over the years.

In order to achieve the best results for investors the PCAOB must work closely with the Commission and particularly with the Commission's Office of Chief Accountant. For this reason we appreciate the cooperative relationship that exists between our two organizations.

This is the first Investor Advisory Group meeting for some here at the table and I would like to recognize our new members. They are Mary Bersot, Kevin Chavers, Sarah Deans, Linda de Beer, Dr. Parveen Gupta, Amy McGarrity, and Michael Smart.

In a moment, I will ask everyone at the table to introduce yourselves and the organizations you are with, but for now I would like to express my appreciation to all of you for participating in today's meeting and for your hard work on your respective working groups. I want to especially thank the working group leaders for their time and effort.

Today, we will be discussing the following topics: Non-GAAP financial measures and their relevance to assessing company performance, recommendations of the 2008 Bush Administration Treasury Department's Advisory Committee on the Auditing Profession Report, and the Auditor's Reporting Model.

Before we start, for the benefit of our new members and those who may not know a great deal about the PCAOB's Investor Advisory Group, I will briefly discuss the history of the IAG. Then I will share some of the topics we have considered over the years, discuss a few of our accomplishments, and then we will go straight to the agenda, copies of which you have in your packets.

IAG Mission

By way of background, the first Investor Advisory Group meeting was held in May 2010. The Group was formed "to provide a public forum specifically for the Board to obtain the views of, and advice from, the broad investor community on auditor oversight matters affecting investors."^[1] At that meeting, I also mentioned that regulators often hear more from the regulated than from the investing community.^[2]

As the Sarbanes-Oxley Act makes clear, the PCAOB was created "to oversee the audit of public companies … in order to protect the interests of investors and further the public interest in the preparation of informative, accurate and independent audit reports."^[3]

In other words, the Board's most important stakeholders under the Sarbanes-Oxley Act are investors.

For seven years now this Group has faithfully reported the perspectives of a variety of investor representatives, and in so doing has served as a vital, tangible connection to our most important constituency.

IAG Topics

Over the years we have discussed a number of topics including lessons learned from the financial crisis, foreign inspections, greater transparency and governance of audit firms, greater transparency of the audit process, and auditor expertise and responsibilities. Other topics have included the role of audit committees, the audit firm business model and incentives, audit quality indicators, auditor independence, objectivity and professional skepticism, and going concern.^[4]

Each of these topics has prompted subsequent meaningful consideration by the Board, and in a number of instances, Board action.

IAG Influence

By way of example, the Board:

• Has acted on the issue of Transparency by providing engagement partner identification;^[5]
• Is currently actively considering amending the Audit Reporting Model;^[6] and
• Has issued a concept release on Audit Quality Indicators.^[7]

Further, partly in response to various recommendations from the IAG, the PCAOB has:

• Increased its efforts to obtain access to the audits conducted by foreign registered accounting firms for the purpose of conducting inspections;
• Published on our website a list of issuer clients of PCAOB-registered firms in jurisdictions where the PCAOB is denied access;^[8]
• Issued a report on the observations of our inspectors related to audit risk areas affected by the financial crisis;^[9]
• Issued audit practice alerts on a variety of topics including the audit implications of breakdowns in the mortgage foreclosure process,^[10] audits of internal control over financial reporting,^[11] auditing revenue,^[12] and improper alteration of audit documentation;^[13]
• Issued timely guidance on "hot issues" for auditors and boards of directors, such as the audit committee dialogue issued last year;^[14] and,
• Expanded the inspection reports to provide more information about the audits inspected.

These are a few examples of how your recommendations have made a difference and how the Investor Advisory Group's input has helped the Board to establish its priorities and advance its efforts to protect investors.

Clearly more needs to be done and the Board looks forward to your suggestions throughout the day.

Just as in the past, the Board intends to carefully consider the views you express on the topics you have chosen for today's discussion.

Today's Agenda

Now I would like to turn to Chairman Doty for any remarks he may wish to make, then to Chair White, and then to other Board members who may wish to make statements.