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]

Center for Audit Quality Thrilled That SEC Study Recommends Auditors Continue Auditing

I am pleased that the SEC’s Office of the Chief Accountant’s thoughtful study recommends retention of Section 404(b) of the Sarbanes Oxley Act for companies whose market capitalization is between $75 and $250 million. Section 404(b) requires independent auditors to attest to management’s assessment of the effectiveness of its internal controls over financial reporting […]. The study concluded that costs of Section 404(b) compliance have declined and financial reporting is more reliable when the auditor is involved with ICFR assessments. Importantly, the study found that investors generally view the auditor‘s attestation on ICFR as beneficial. [Cindy Fornelli/CAQ]

Alterra Blows Off Proxy Advisors; Recommends Shareholders Reappoint KPMG as Auditor

After all the hubbub over the PCAOB inspection report that was brought to light by Bloomberg’s Jonathan Weil, including two recommendations by proxy advisors Glass Lewis and Institutional Shareholder Services Inc., Alterra Capital Holdings has recommended to its shareholders that they vote “FOR” the ratification of KPMG as the company’s independent auditor.


From thc.gov/Archives/edgar/data/1141719/000093041311002842/c65254_defa14a.htm”>SEC Filing dated April 19th (all emphasis is original):

TO THE SHAREHOLDERS

We are writing to bring your attention to a disagreement between Alterra Capital Holdings Limited (the “Company”), on the one hand, and each of ISS Proxy Advisory Services and Glass Lewis (each, a “Proxy Advisor”), on the other hand, with respect to the recommendation by each of the Proxy Advisors to vote “against” the Company’s proposal to ratify the appointment of KPMG Bermuda as the Company’s independent auditors for fiscal year 2011 and authorize the Company’s board of directors (the “Board”) to set the remuneration of the independent auditors at the Company’s Annual General Meeting of Shareholders scheduled to be held on May 2, 2011. The Proxy Advisors’ recommendations are primarily related to a report issued by the Public Company Accounting Oversight Board (the “PCAOB”) regarding the Company’s auditors, KPMG Bermuda. The PCAOB is a nonprofit corporation established by the U.S. Congress to oversee the audits of public companies. One of the principal roles of the PCAOB is to perform inspections of the audit files of accounting firms that conduct public company audits. Each audit firm is selected by the PCAOB for inspection at least once in every three years.

In November 2009, the PCAOB reviewed KPMG Bermuda’s 2008 audit files of a public company client located in Bermuda in connection with a routine periodic inspection. In March 2011, the PCAOB publicly issued its findings in a report dated January 28, 2011 (the “PCAOB Report”). Although the PCAOB Report did not identify the public company by name, an article posted on Bloomberg News on March 30, 2011 alleged that the public company client at issue was the Company (formerly Max Capital Group Ltd.). The Company confirmed that it was the client referenced in the PCAOB’s Report in a Current Report on Form 8-K dated March 31, 2011.

The Proxy Advisors’ recommendations also cite concerns that certain of the Company’s directors and officers previously worked at KPMG.

For the reasons set forth below, the Board disagrees with the Proxy Advisors’ recommendations to vote “against” the Company’s independent auditor proposal. The Board unanimously recommends that you vote “FOR” the ratification of KPMG Bermuda as the Company’s independent auditor.

Since this decision by the Board might not sit well with a few people, they’ve carefully laid out the case as to why sticking with the House Klynveld is the right thing to do. They are as follows:

1. The PCAOB Report did not question the Company’s valuations that are reflected in its financial statements.

2. The PCAOB Report did not impact KPMG Bermuda’s unqualified opinions on the Company’s financial statements in 2008, 2009 and 2010; there was and is no restatement issue.

3. The PCAOB made similar findings regarding all four major accounting firms.

4. The Audit and Risk Management Committee was aware of the PCAOB review and made an informed decision in recommending KPMG Bermuda as the Company’s Independent Auditor for 2011.

5. KPMG Bermuda is independent from the Company.

6. The Audit and Risk Management Committee will reassess KPMG Bermuda’s qualifications and suitability in 2012.

Just a few thoughts on some of these:

• It’s not the job of the PCAOB to question the Alterra’s valuations. That’s what KPMG was supposed to do. The PCAOB said KPMG did a lousy job of getting enough evidence to support those valuations.

• Just because there wasn’t a restatement doesn’t mean the auditors did their jobs correctly.

• Admitting that “all four major accounting firms” had similar findings says a lot about what the Board thinks of auditors.

• Is point #5 supposed to be a reminder for the shareholders that have no business acumen whatsoever?

• Point #6 could be better stated as “Our Board is getting good at jumping through hoops. See you next year.”

Any other thoughts? Leave them below.

(UPDATE) Comp Watch ’11: Things Are Looking Up for KPMG Advisory

~ UPDATE: Email sent to audit professionals added to the end of the post.

How do variable increases “larger than last year for most of you and much larger for many” sound?

With the first half of FY2011 in the books, we want to provide you with an update on the firm’s and Advisory’s performance and share information about our plans for employee compensation.

We are pleased to report that the firm and Advisory are ahead of plan for the first half of the year. Advisory’s revenues have grown 18% compared to last year and our pipeline of opportunities stands at a record $1.5 billion, confirming the marketplace relevance of our services.

We have also successfully added more professionals to our team (over 800 new and ennovated high value services (including services around cloud and data analytics), acquired a strategic sourcing business (placing us No. 1 in that important piece of the market) and strengthened our training programs (through Advisory University and many targeted programs).This is great news, and a direct result of your contributions!

Further, we are confident that we can finish the year in a very strong position if we continue to work together with a sharp focus on the marketplace, our people, the profitability of our engagements (including expanding the work we offshore to KPMG Global Services), and the timely billing and collection of our receivables.

So what does this mean for compensation? As we have said in the past, our philosophy is that as the business does well, we will share those rewards with our people. And, assuming we stay on plan the remainder of the year, that’s exactly what we plan to do:

Variable Compensation and Salary Increases

Based on our strong results to date, variable compensation will be larger than last year for most of you and much larger for many. Further, we expect that approximately 80% of you will receive a variable compensation award in October. And if you are a client service associate or senior associate, variable compensation is in addition to any awards earned as part of the Above & Beyond program.

Market conditions are dynamic and will vary greatly across our many service disciplines within Advisory. Therefore the range of salary increases will also vary greatly by individual and skill set. We have increased the planned spend for salary increases as well, so increases in base salaries on average will also be better than last year. We know that rewarding and recognizing our people is critical to fostering a high-performance culture, so you can be sure that we will continue to meet our commitment to provide an attractive and competitive total compensation package that differentiates exceptional performers with superior rewards.

Accelerated Compensation Communication

To help provide you with more clarity on what you can expect in the way of compensation come October 1, in July, a leader will meet with you individually to provide you with a line of sight into what you can personally expect to receive regarding salary increase and variable compensation. (As in past years, employees promoted as of July 1, will receive a promotion bonus at that time that will be in addition to any salary increase or variable compensation effective October 1).

And we ask that each of you continue working as a team, providing the best service you can to your clients and colleagues, and helping us to drive outstanding business results. Remember, the better the business does, the better we all do.

Thanks for everything you’re doing to build KPMG’s reputation as the best firm to work with, and to contribute to our success!

Reactions are welcome at this time.

UDPATE: Henry Keizer lays it down for the audit side of the house and while rosy (nearly identical wording as noted in the comments), there’s no specific “larger” or “much larger” language which may be of concern:

With the first half of FY2011 in the books, I want to provide you with an update on the firm’s performance and share information about our plans for employee compensation.

I am pleased to report that the firm is ahead of plan for the year. This is great news, and a direct result of your contributions. And, while there is still a lot more work to do, we are confident that, working together, we can finish the year in a strong position. We have good traction in the marketplace and anticipate that the demand for our services and skills will continue to be strong.

So what does this mean for compensation? As we have said in the past, our philosophy is that as the business does well, we will share those rewards with our people. And, assuming we stay on plan the remainder of the year, this year’s compensation pool will be enhanced compared to last year.

We know that rewarding and recognizing our people is critical to fostering a high-performance culture, so you can be sure that we will continue to meet our commitment to provide an attractive and competitive total compensation package that differentiates exceptional performers with superior rewards.

And we ask that each of you continue working as a team, providing the best service you can to your clients and colleagues, and helping us to drive outstanding business results. Remember, the better the business does, the better we all do.

Thanks for everything you’re doing to build KPMG’s reputation as the best firm to work with, and to contribute to our success.

Tax people – anything to report?

Glass Lewis Recommends That Alterra Shareholders Drop KPMG-Bermuda as Auditor

Remember Alterra Capital Holdings Ltd? They’re were exposed by Bloomberg’s Jonathan Weil last month as the KPMG-Bermuda audit client that was selected by the PCAOB for inspection. The audit didn’t go so hot as the inspectors found “the firm did not obtain sufficient competent evidential matter to support its opinion on the issuer’s financial statements.” To put this in context, Weil explained that available-for-sale securities were the largest asset on Alterra’s balance sheet and it accounted for “half of the company’s $7.3 billion of total assets as of Dec. 31, 2008, and a little more than half of its $9.9 billion of total assets at the end of last year.”


In wake of this little revelation, research firm Glass Lewis & Co. has recommended to Alterra Capital Holdings that they kick KPMG-Bermuda to curb (after nine glorious years), according to a copy of the “Proxy Paper” sent to Going Concern. The report rehashes the whole story and then concludes with this:

Despite the lack of any restatements of previous financial statements, we believe that shareholders should be concerned about the reappointment of KPMG following the lapses uncovered by the PCAOB. Therefore, we believe that shareholders should hold the audit committee responsible for reappointing the same audit firm.

Glass Lewis also wanted to make shareholders “aware” of the fact that Alterra’s Audit Committee Chair, CFO and CAO are all KPMG alumni but stopped short of citing it as a reason to oppose KPMG at the meeting on May 2. According to the report, Glass Lewis had recommended that Alterra retain KPMG as auditor prior to the last shareholder’s meeting which the shareholders did by an overwhelming margin with nearly 91 million votes voting “For,” 182k voting “Against” and 32k abstained.

Can a KPMG Audit Intern Pull the Switch to Advisory?

Welcome to the tax-day-tease edition of Accounting Career Emergencies. In today’s edition, a young Brit has an audit internship with KPMG but would wants to pull The Switch and work in the advisory practice. Proposing a ménage à trois probably isn’t going to work so what’s the alternative?

Are you tired of being tired? Trying to build a celebrity client practice? Need some gift idea for your new overlords? Email us at advice@goingconcern.com and can recommend something other than a fondue set.

Back across the pond:

Dear GoingConcern Team,

Firstly I have really enjoyed reading your articles and as a budding/ aspiring accountant I was hoping you could help me. I got a internship offer for KPMG in audit which is great, but I think its likely I would feel more comfortable going into Advisory, probably Transactions and Restructuring branch of the Firm. Obviously I have to stick it out in audit for the internship, but is it possible to switch between service lines after, and probably location too?

I know that in the KPMG selection process I still need to go through the Partner Interview, so would you say I am potentially blowing my chances if I switch from Audit to Advisory, or should I play it safe, stick it out with Audit, and the ACA, and then transfer, assuming I passed and survived?

Thank you!

Dear Flip the Switch,

In the words of another, “Well, if I hear you correctly–and I think that I do–my advice to you is to finish your meal, pay your check, leave here, and never mention this to anyone again.”

Now maybe things are a little different in the UK but what you’re proposing is almost impossible to pull off and I’m not sure how you got in this situation in the first place. If the revelation that you’re more interested in advisory just came to you recently, that’s one thing. Your desire to pull a switch may be understandable but that doesn’t make it any more feasible. If, on the other hand, you accepted an audit internship with the knowledge that in reality you wanted an advisory internship, why didn’t you apply for an advisory internship?

On top of that you are also wanting to inquire about a moving to another office before you start full time? Let me see if I understand this correctly: you took an internship in a service area where you have no interest, in a location where you don’t want to live. Do you see why I’m confused? I’m not suggesting that you can’t ask but expect some side-eyed looks after you broach the subject. In other words, you could be “blowing your chances” because you sound like a person who doesn’t know what they want. These firms want people who are ready to hit the ground running, not someone who can’t seem to choose a path. If you can sit still for a year or three, then maybe you can start to inquire about a transfer of service line or location but as an intern-about-to-become-first-year, you’ll just sound like a lost puppy.

Did a PwC Auditor Work Herself to Death?

Pan Jie was a 25 year-old auditor in PwC’s Shanghai office, starting her career with the firm last October. She died of acute cerebral meningitis on April 10th, having “ignored the illness until a fever surged,” after catching the flu on March 31st. Reports have stated that Jie told a friend that “she had been working up to 18 hours a day and about 120 hours a week,” prior to her death.


A doctor quoted by one of the reports explained the cause:

Dr Wang Guisong, an expert in the neurosurgery department at Renji Hospital, said overwork can make people more vulnerable to infections. “Based on her symptoms and her low white blood cell count, it’s reasonable to conclude that overwork led to a weakened immune system, which makes her more vulnerable to infections,” Wang said. “When an infection worsens over time, people can develop acute cerebral meningitis.”

According to the story, PwC has denied that Ms Jie died from work-related fatigue but it’s hard to argue that her fatigue was caused by anything else. The firm is providing psychologists for employees, has sent a “team” to comfort Jie’s family and has even offered to assist with the cost of her funeral and this kind of outreach is admirable but the overarching culture within Big 4 firms is really what is of concern here.

Fatigue from overworking is not uncommon in the Big 4 life but when someone dies as a result of the fatigue, that’s will obviously get some attention (even if it’s just for a little bit). At some point it became acceptable for sleep – and health in general – to become of secondary importance when it comes to having a successful career. If you don’t believe me, look around you; everyone is exhausted and that’s part of the life inside a Big 4 firm. The pressures of performance in the name of client service are so great that people regularly come to work when they should be in bed or, in some cases, an emergency room. Of course there’s the macho contingent inside these firms that say “sleep is for the weak” and that’s the kind of attitude that perpetuates the culture of “getting the job done.” How is this acceptable? Not only can lack of sleep kill you, it doesn’t really do much for job performance. We’ve all seen people make big mistakes when they’re lacking sleep and yet no one considers the root cause. If you think skipping a few hours of sleep a night is worth to a few thousand dollars a year (at best) then you’ve got some seriously fucked up priorities.

I admit that people aren’t dropping left and right inside these firms due to lack of sleep but let’s quit pretending like working hours upon hours, putting your health at risk and coming into work looking like – pardon the expression – death warmed up is some kind of badge of honor.

Did Ohio State Dump Deloitte for PwC Over Colors?

Sounds like CFO Geoff Chatas and state auditor Dave Yost wanted to figure a way around a 15-year limit but it was to no avail, “Ohio State CFO Geoff Chatas said Yost discussed with him the possibility of letting Ohio State be the first to stick with the same audit firm, but the school opted to put the contract out for bid.”

A likely story. If you ask me, this has everything to do with the fact that Deloitte’s main color is blue while PwC has opted for slightly more appropriate hues.

PwC to follow Deloitte as Ohio State audit firm [CBF]

Valukas Testimony: Public Has the Right to Conclude That Auditors Will Stand Up to Management

“The public has every right to conclude that auditors who hold themselves out as independent will stand up to management and notsuccumb to pressure to avoid rocking the boat.”

Valukas Testimony 4-6-11 Am

Lynn Turner Doesn’t Let Accountants, SEC, FASB Off the Hook for Their Part in Financial Crisis

Today’s testimony before the subcommittee of Securities, Insurance and Investment will be focused on the how the accounting industry can help prevent the next financial crisis and will feature many prominent figures. The first panel will feature James Doty, Chairman of the PCAOB, Leslie Seidman, Chairwoman of the FASB and James Kroeker the Chief Accountant of the SEC.

The second panel will include Anton Valukas of Jenner & Block and the bankruptcy examiner of Lehman Brothers, Cynthia Fornelli of the Center for Audit Quality, Thomas Quaadman of the U.S. Chamber of Commerce and Lynn Turner, the former Chief Accountant of the SEC. Throughout the statement Mr Turner points to various defects within the accounting profession infrastructure. This includes the profession itself, “auditors helped contribute to a crisis in confidence” the efforts of the accounting rule-making body, “Clearly the FASB has failed to develop quality and timely standards,” and the hapless SEC, who “[lacks] the tools for the job.”

Mr. Turner’s written statement appears in full after the jump.

SenateBankingSecuritiessubcommittee04062011

PCAOB Chairman Doty Shares Some Confusing Statements Made by Auditors

Yesterday, prior to today’s excitement regarding Satyam and PwC, PCAOB Chairman James Doty spoke at the The Council of Institutional Investors 2011 Spring Meeting and he had some interesting things to say about the audit profession, specifically that auditors don’t always remember that “protecting investors” ≠ “client service”:

Time and time again, we’ve seen services that might be valuable to management reduce the auditor’s objectivity, and thus reduce the value of the audit to investors. While management may need the services, they just don’t have to get them from the auditor.

Audit firms call this “client service,” and it makes things terribly confusing. When the hard questions of supporting management’s financial presentation arise, the engagement partner is often enlisted as an advocate to argue management’s case to the technical experts in the national office of the audit firm. The mortgaging of audit objectivity can even begin at the outset of the relationship, with the pitch to get the client.

Consider the way these formulations of the audit engagement that we’ve uncovered through our inspections process might prejudice quality:

• “Simply stated we want management to view us as a trusted partner that can assist with the resolution of issues and structuring of transactions.”

• We will “support the desired outcome where the audit team may be confronted with an issue that merits consultation with our National Office.”

• Our audit decisions are “made by the global engagement partner with no second guessing or National Office reversals.”

Huh. Doty doesn’t name names but you could easily interpret those statements as one made by a client advocate, not a white knight for investors. He continues:

Or, to demonstrate how confusing the value proposition could be even to those auditors who try to articulate it:

• We will provide you “with the best, value-added audit service in the most cost effective and least disruptive manner by eliminating non-value added procedures.”

(What is a “non-value added procedure”? Whose value do you think the claim refers to? If a procedure is valuable to investors but doesn’t add value to management, will it be scrapped?)

In other words, “we promise that we won’t be pests” and “value” will be a game-time decision. And finally:

Or, consider this as a possible audit engagement formula for misunderstanding down the road:

• We will deliver a “reduced footprint in the organization, lessening audit fatigue.”

(What is “audit fatigue”? Does accommodating it add value to investors? How should investors feel about a “reduced footprint”?)

Yes, what is “audit fatigue”? Is that what happens to second and third-year senior associates every February/March? Or is this better articulated by “we know audits are annoying and our hope is that we won’t annoy you too much.”?

Taking this (the whole speech is worth a read) and everything else that happened today into account, it will be interesting to hear what Mr Doty has to say at tomorrow’s hearing.

Looking Ahead: Auditor Oversight [PCAOB]
Also see: Watchdogs caught nuzzling and wagging tails; auditor sales pitches exposed [WaPo]

Marcum Has Some Doubts About American Apparel’s Ability to Continue Selling Gold Lamé Leggings

Bad news for Dov Charney’s hipster retail paradise as Marcum – who replaced Deloitte last summer – has issued its auditor’s opinion with the language that no one likes to see.


But before we get to that, if you take a quick glance at the balance sheet you’ll see that the company barely has enough money to keep the lights on as their working capital is a measly $3 million (current assets of $216 million, current liabilities of $213 million). This shockingly bad number is mostly due to the $138 million in revolving credit facilities the company has included in its current liabilities. The company is also shows an accumulated deficit of over $73 million in its equity section. APP also bled over $32 million in cash from operations, according to its cash flow statement. All this bad news has lots of people talking about bankruptcy and that doesn’t touch the thirteen (that’s Gawker’s count, I only saw twelve) ongoing lawsuits against the company. Plus there’s the subpoena the company received from the U.S. Attorney General for SDNY last August over their auditor switcheroo.

We could go on and on but you get the pic. Here’s the final paragraph from Marcum’s opinion in APP’s 10-K:

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has incurred a substantial loss from operations and had negative cash flow from operations for the year ended December 31, 2010. As a result of noncompliance with certain loan covenants, debt with carrying value of approximately $138.0 million at December 31, 2010, could be declared immediately due and payable. Notwithstanding the foregoing, the Company has minimal availability for additional borrowings from its existing credit facilities, which could result in the Company not having sufficient liquidity or minimum cash levels to operate its business. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plan in regard to these matters is also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.

Obviously the bad news is that investors are really spooked but the good news is that there could be a serious fire sale on hoodies and t-shirts in our future. Silver lining!