Tag: Audit Committees

Today in Spineless Audit Committees: Morris Publishing

As we’re all aware, the Audit Committee is supposed to be one of the key tools in corporate governance. If management is messing around with financial reporting, disclosures or there’s trouble with the auditors, the audit committee should be all over it like stink on a monkey. The audit committee also is in charge of appointing/firing the auditors to prevent management from throwing out auditors who tell them things that they don’t like.

Apparently this is not the case with Atlanta-based Morris Publishing. In a recent 8-K, the company explained that they fired Deloitte and more or less admitted that their audit commorthless:

Dismissal of Auditor.

On August 17, 2011, Morris Publishing Group, LLC (“Morris Publishing”, “we”, “our”, “us”) dismissed Deloitte & Touche LLP (“D&T”) as its independent registered public accounting firm.

The decision to allow our management, at its discretion, to change auditors had been unanimously approved by our Board of Directors and its Audit Committee on July 18, 2011. [this is my emphasis]

The audit reports of D&T on our consolidated financial statements as of and for the years ended December 31, 2010 and December 31, 2009, did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles, except:

(A) The audit report as of and for the year ended December 31, 2009 included the statements, “As discussed in Note 6 to the consolidated financial statements, on January 19, 2010 the Company filed for reorganization under Chapter 11 of the U.S. Bankruptcy Code. On February 17, 2010 the Bankruptcy Court entered an order confirming the plan of reorganization which became effective after the close of business on March 1, 2010.”

(B) The audit report as of and for the year ended December 31, 2010 included the statement, “As discussed in Note 10 to the financial statements, the accompanying 2009 financial statements have been restated to correct a misstatement.”

During the two fiscal years ended December 31, 2010 and December 31, 2009, and during the subsequent interim periods through June 30, 2011, there were no (1) disagreements with D&T on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to the satisfaction of D&T would have caused D&T to make reference in connection with their report to the subject matter of the disagreement, or (2) “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K; except as follows:

(A) We reported in April 2011 that management discovered errors in the accounting treatment for debt extinquishment such that our financial statements as of and for the year ended December 31, 2009, and the interim periods ended March 31, 2010, June 30, 2010 and September 30, 2010, should no longer be relied upon, and that the correction of these errors will be reflected within our Form 10-K for 2010 and subsequently filed interim reports; and

(B) as reported in our Form 10-K for the year ended December 31, 2010, we identified a material weakness in our internal control over financial reporting with respect to the operational effectiveness of controls in the area of accounting for complex non-recurring transactions. As a result of this material weakness, we concluded that our disclosure controls and procedures were not effective as of December 31, 2010.

We provided D&T with a copy of this Current Report on Form 8-K, and requested that D&T furnish us with a letter addressed to the Securities and Exchange Commission stating whether D&T agrees with our statements made in response to the disclosures required by Item 304(a)(3) of Regulation S-K. We subsequently received the requested letter, and a copy of such letter is filed as Exhibit16.1 to this Current Report on Form 8-K.

So it appears that Morris Publishing is definitely one of those clients. The kind that makes you wish that you had chosen a career that’s less likely to make you want to jump out of a window. Anyway, the aforementioned letter from Deloitte states the following:

We have read Item 4 of Morris Publishing Group LLC’s Form 8-K dated August 16, 2011, and we have the following comments:

1. We agree with the statements made in paragraphs 1 and 3 through 12.

2. We have no basis on which to agree or disagree with the statement made in paragraph 2.

In other words, Deloitte is saying, “Yes, we agree that your financial reporting is a mess and that your internal controls are awful. And if you want to admit that your audit committee is a bunch of lackeys for management, we’re not going to stop you.”

8-K [SEC]
Deloitte Letter [SEC]

Let’s Meet the News Corp. Audit Committee

By now you’ve probably heard that Rupert and James Murdoch had a little Q&A with some Members of Parliament in London today. You may have also heard that things got a little interesting when a man opted to put a cream (origin unknown) pie in the elder Murdoch’s face only to have his wife, Wendi Deng, get a little medieval on the Three Stooges impersonator.

Before all the excitement, things were getting a little awkward, as Rupes came off as very unprepared and on at least one occasion, was slapping the table not unlike your own octogenarian grandfather wanting to know if someone could pass the goddamn mashed potatoes. At one point, the questioning turned to legal settlements and MP Therese Coffey asked the Murdochs if they knew “how much has been paid out in legal settlements.”

James Murdoch [said] he [did] not know total number but said its customary to try to reach out-of-court settlements in many cases. Rupert Murdoch points out News Corporation had a strong audit committee to review all these things.

Right! The audit committee, that’s who you want to talk to. Of course, that’s a pretty lame answer, as Dennis Howlett noted:

Who, exactly, are these capable audit committee members? Here’s the crew from the company’s most recent proxy:

• Sir Roderick I. Eddington, Chairman – currently the non-executive chairman for Australia and New Zealand of J.P Morgan. Also former CEO of British Airways. Director since 1999.

• Peter L. Barnes – Chairman of Ansell Limited. Director since 2004.

• Andrew S.B. Knight – Chairman of J. Rothschild Capital Management Limited. Was also the Chairman of News International (James Murdoch’s current position) from 1990 to 1995. Director since 1991.

• Thomas J. Perkins – Partner of Kleiner Perkins Caufield & Byers, a venture capital company. Director at News Corp since 1996.

I’m sure all these dudes (News Corp has one woman on their board – Natalie Bancroft) are all quite capable but it doesn’t strike me a terribly robust audit committee. Having said that, it’s been reported that News Corp’s independent directors have retained Debevoise & Plimpton to represent them. The audit committee is comprised entirely of independent directors (calling Mr. Knight “independent” seems like a stretch but whatevs) and maybe they could rattle off the laundry list of legal settlements but at least it appears they’re sorta on top of things now.

Weikang Bio-Technology Felt Compelled to Issue a Press Release Announcing that Grant Thornton Successfully Verified Their Cash Balances with Bank Statements

Chinese companies certainly have had their share of problems with financial reporting in the U.S. but I had no idea that it would come to this.

The Audit Committee of the Board of Directors of Weikang Bio-Technology Group Co., Inc. (OTC Markets: WKBT.PK – News) (“WKBT,” “Weikang” or the “Company”), a leading developer, manufacturer and marketer of Traditional Chinese Medicine (TCM), Western prescription and OTC pharmaceuticals and other health and nutritional products in the People’s Republic of China, today announced that Grant Thornton (“GT”), one of the world’s leading organizations of independently owned and managed accounting and consulting firms, has verified that the cash amounts listed on the Company’s SEC filings for 2010 and the first quarter of 2011 are consistent with account statements obtained from WKBT’s banks directly by GT.

“Given the recent change in auditors and my new chairmanship of the WKBT Audit Committee, we authorized the Grant Thornton review to take place last week, and are now releasing the results,” said Jeffery Chuang, independent director and Chairman of the Audit Committee of WKBT. “Weikang continues to advance as a U.S. publicly-traded company and we are committed to high standards in the thoroughness of our financial information,” said Mr. Chuang, a U.S. CPA who is based in Southern California.

Obviously this is completely harmless compared to, say, threatening to take auditors hostage but as far as giant wastes of time go, it’s right near the top.

Berkshire Hathaway Audit Committee Has Some Thoughts on This David Sokol Matter

Namely, he violated Berkshire’s code of business conduct and ethics and violated his duty of candor to the WB, Munger and the rest of the company.

BerkshireHathawayAuditCommitteeReportAPR2711

Some People Take Exception with the Idea That Investors Don’t Care About the Lack of Audit Firms

That said, it’s not as if investors can be everywhere at once. Audit committees could stand to get better at sharing information.

Liz Murrall, director of corporate governance and reporting at the Investment Management Association, strongly refutes this claim. “Investors do care”, she insisted, saying “no one wants to see an auditor in place for 50 years”.

However, Murrall warned that investors cannot engage with every company, and therefore cannot be expected to watch over audit committees’ shoulders to check every appointment. “Shareholders want the option of being involved, but don’t want consultation to be mandated – they don’t always have the time or resources.”

Transparency is the order of the day, according to the IMA. If audit committees increased disclosure about the tender process, shareholders would be more motivated and able to engage, boosting choice and competition in the market.

Investors ‘do care’ about audit competition [Accountancy Age]

Are Audit Committees Really Independent of Management?

A reader – who is a partner at a Big 4 firm – sent this to me awhile ago and I dug it out this week:

Question for you. Why is it OK for audit committee members to be selected and paid by management? Why is it OK that they are paid in the stock of the Companies that they govern? Considering the fact that the SEC has such disdain for the slightest perception of a lack of independence on the part of the auditors that report “directly” to the Audit Committees, it is odd that the governing body can be owners of the company as well. [By the way, let’s be real, management hires the auditors. The audit committees just accept it.]


Time to jump in – These questions feel rhetorical but I’ll take a stab at answering them anyway. If you look at a brief history of audit committees, you’ll see that the idea goes back nearly as far as the Securities and Exchange Acts of ’33 and ’34, first being endorsed by the NYSE in 1939. The SEC first made the recommendation that public companies compose their audit committees of independent directors in 1972. That was followed by the NYSE’s requirement for audit committee members to be independent in 1977. What does all this mean? Basically, it appears that it’s okay that management selects and pays audit committee members because it’s always been done that way. Similarly, it’s okay to pay them in stock because companies have always issued shares to directors, regardless of their respective committees. As far as who “hires” the auditors, our source has a better frame of reference than I but this probably varies from company to company. While many companies have audit committees that have no problem throwing their weight around, there are others whose members probably couldn’t find cash on a balance sheet.

Anyway, our source has some ideas:

If the regulators want to create a TRUE independent structure, why not create an Audit Committee Oversight Board (or the ACOB), and pay these members in shares of a Mutual Fund that’s tied to the overall performance of the stock market? Audit Committee members should be overseen by the SEC – perhaps indirectly by this ACOB. Now – this would empower the Committees, empower the auditors even further, and empower the shareholders of Companies with the knowledge that the Audit Committees were truly independent of management. This would be a stunning show of real governance in corporate America. Wouldn’t this be a true step toward preventing further financial crashes in America? What do you and your readers think?

I like the progressive ideas presented but if there’s one thing I’ve learned from the massive amount of media I’ve consumed in the last 2+ years, it’s this – the ideal regulation and what it politically feasible are often miles apart and in the process of reconciling those differences, the final product is not at all what was intended. The SEC (who hasn’t exactly been on top of their game the last few years) is already fighting for every nickel and no amount of litigation releases will get representatives like Darrell Issa to back down from cutting their budget. Thus, a regulatory agency with shaky credibility has an uphill battle.

So would an Audit Committee Oversight Board, compensation changes and other reforms to the process be a “true step toward preventing further financial crashes”? Maybe. But as long as “fiscal responsibility” continues to be a political talking point, the SEC won’t have the ability to suggest reforms until we have another crisis and chances are, they’ll be the scapegoats…again.