Re:Balance -- Jim Peterson

The House of Lords -- Experienced with "Disconcerting Complacency" -- Looks at the Market Concentration and Role of the Auditors

Adulatory commentators are treating the March 30 report of the House of Lords Economic Affairs Committee on the market concentration of the Big Four audit firms and their role in the financial crisis (here) as a call to arms not heard since King Henry’s exhortation to his troops on St. Crispian’s Eve.

While the print media played it pretty much with a straight bat (here the Financial Times, the Guardian, the WSJ and the NYT), the blogging community went into adjectives-on-steroids: “hard-hitting” (both Ian Fraser and AccountingWeb), a “watershed” (Accountancy Age), “tough, no-nonsense” (BigFourBlog) and “skewers the auditors” (Francine McKenna).  

Yet soft a while. This on-high manifestation of the Lords’ work is hardly “band of brothers” material.

Truth told, other than its sound-bite charge that the auditors of the UK banks were “disconcertingly complacent” in carrying out their mission, the report is pitiably thin in substance:

Its most solid recommendation, first, is for mandatory five-year auditor rotation – an approach backed by nothing but hope for beneficial effects, and conspicuous by its adverse unintended consequences in Italy, the only major country with experience.

Second, the suggestion of “living wills,” for the relief of an audit firm in crisis, would follow the distinctly inappropriate model for rehabilitating a failing bank – which is an entirely different proposition. Bank separation of the good from the toxic involves a balance sheet of identifiable if hard-to-value assets and liabilities, to be worked through by a fungible and entirely replaceable leadership team – whereas the only value in a service-based accountancy partnership resides in its reputation and the highly-mobile skills of its people – both of which (as was shown in the Andersen disintegration) can dissipate faster than any putative rescuer can possibly control.

Third, the extent of Big Four concentration at the upper end of the audit market long pre-dates Andersen’s collapse in 2002. So the Lords’ buck-passing to the Office of Fair Trade, to re-visit yet again the age-old and insoluble matter of large-firm concentration, is hardly inspired or inspirational – especially in the complete absence of any indication of authority or vision as to how a split of resources and expertise could increase auditor choice or quality of performance.

Specifically: to split the large firms along industry lines would not increase choice. A Big Four firm depleted of its global-scale expertise in a complex sector – say, insurance or communications or defense contracting -- would have no more motivation or access to resources for a re-start than the current mid-sized firms – whose lack of appetite for the risks and challenges is already manifest.

Yet the alternative -- surgical bifurcation of existing teams of talent -- would devolve onto new firms, now smaller and weaker, all the existential challenges looming today over the Big Four themselves, along with the added burden of cost and management diversion to build duplicate centers of technical, industry, quality and risk management competence.

So on the actual content of the Lords report, it is either laughable or pathetic to invoke the image of Hercules confronting the stables of King Augeas. Instead of donning its boots and seizing a pitchfork, the Lords report holds a hanky to its delicate nose as it minces past the shit-pile, all the while whining that someone else, evidently the OFT, ought to get on with the stable boy’s dirty work.

Shame on the House of Lords committee, for a lazy approach to important issues of real substance. More shame on the observers failing to hold them to account.  


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Replace the Big Four with Audits by Government? More Heat in the Kitchen -- and Less Light

What will it take, once for all, to lay forever the ghastly fantasy that audits done by government employees could provide any value to the world’s capital markets?

Like Banquo’s ghost, the gruesome spectre keeps stalking the discourse on the troubled state of privately-provided assurance – for now, dominated for global-scale companies by the fragile and threatened Big Four.

In search for a metaphor with an edge sharp enough to the task, consider:

Does anyone choosing a restaurant ever give one second’s thought to the local health inspector’s report on the state of the kitchen?

I thought not.

Never did a restaurant owner welcome diners or execute a menu with the least consideration of the requirement to pay a nuisance fee, just in order to post on his back wall the same ticket of compliance issued to everyone else – whether the tea shop or the burger joint or the elite purveyor of haute cuisine. 

Nor does that annual documentation provide any significant comfort.

On one hand, whatever that irrelevant certificate may say, competition applies relentless quality pressure in the narrow-margin food service business. A chef has ample incentive for the sake of survival to conform to the standards generally accepted among his peer group – whether running a gyros wagon or a three-starred temple of gastronomy. With ready access to reviewers’ critiques and customers’ word-of-mouth, a clientele will quickly vote the extent of its satisfaction and loyalty with its feet.

So irrespective of the commodity language of the inspector’s report, quality and value will quickly reach equilibrium.

On the other hand, the narrow limits of an inspector’s box-tick are illuminated by the commentators with inside knowledge. The celebrity ex-chef and international foodie, Anthony Bourdain, exposes to the point of hilarity the dirty little secrets of fully-compliant professional kitchens: never order fish on Monday that was carried over the weekend – the best chance for freshness is the chef’s daily special, because of the high volume and extra attention – and for salmonella’s sake, keep distance from the salad bar, never knowing who or what has rooted around there.

Bourdain makes it clear that a restaurant inspector’s annual pass-through leaves customers un-informed about what lurks beneath the grease trap or inside the meat cooler – consigning their reliance instead to the combination of peer influence and managerial attention to reputation and survival.

Which should validate the efficacy of market dynamics over further regulatory intrusion over the audit sector: restaurants, like corporate issuers, fail for multiple reasons, but above a minimal level of legitimacy, not for lack of code compliance.

Just as a health inspector is in no position to assure the quality of a dining experience, audit by government agencies would be helpless in the search for financial statement assurance of any real value -- too little, too slow, and far too late behind the speed of creative private enterprise.

Government audits could be imposed, of course – especially in the event of Big Four disintegration. But the impulse would be expedient and superficial – primarily under politicized motivations as cover for legislators and secondarily to serve the self-interested bureaucracy that would quickly become entrenched.

And the results would be much like the other models for agency-enforced compliance. Effectiveness would be measured by easily–measured inputs rather than defects exposed – think of the numbers of grandmother pat-downs reported by airport security, or inspections conducted by the PCAOB – neither of which has a record of detection or deterrence for all the wasted effort, disruption and expense.

Other examples abound. Consider drivers’ licenses. Above a minimal threshold level, anyone can get one – only to support a large and costly administrative structure interested primarily in its own perpetual existence – while delivering a compliance certificate offering no assurance on the quality of the holder’s ability behind the wheel. 

The entirely justifiable public dissatisfaction with the institutions at the heart of the financial crisis of the last four years, reflected in the legal claims working through the court systems – Bear Stearns, Lehman Brothers, Merrill Lynch, AIG, Fannie Mae, Freddie Mac, New Century, Countrywide, Washington Mutual, as the start of the US list; plus endless examples elsewhere that would include banks in the UK and across Europe from Germany through Ireland to Iceland – rightly challenges the utility of the current financial reporting model and the performance value of privately-delivered assurance.

But great care and caution is required before speculating that the manifest deficiency of an existing model would be relieved by trashing it for another of uncertain and highly doubtful capabilities.

Or as a percipient restaurant critic might suggest – the leap from a well-seasoned but encrusted frying pan may be into an unknown and far more dangerous fire.

 

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Evolution of the Accounting Model: What Would Darwin Say?

So where will the initiative for innovation really come from, in the inevitable but elusive evolution of financial reporting and assurance?

 Not from what passes for leadership, where the paralysis is complete:

• Not in the United Kingdom, where the House of Lords inquiry is wagging fingers at the politicized nature of the banks’ accounting (as Ian Fraser writes from London) and the cozy discussions on “going concern” between the Bank of England and the large accounting firms (see Francine McKenna). 

• Not in Brussels, where the EC green paper was an embarrassment (here) and the Big Four are winkling out crisis-survival plans (summarized here and detailed on their websites) -- unfortunately no more achievable to preserve a disintegrating network of private partnerships than the ill-fated attempt to foist outside management upon the partners of Arthur Andersen (here).

• Not in the US Congress, which flailed away at the financial crisis without a nanosecond’s attention or a single word in the Dodd-Frank legislation on the fragile state of the large-company audit market.

• And not even among the authorized critics – the squabbling parties comprising the Financial Crisis Inquiry Commission having issued their variously antagonistic reports without even glancing at the role of the auditors (nowhere better summarized than by Tom Selling).

Evolutionary biology teaches that successful adaptations do not occur at the crowded center of a population, where conformity pressures suppress deviance and outliers. Instead, successful mutations emerge under stress at the margins.

Recall -- the dinosaurs thrived unchallenged for millennia, until sudden climate change exposed the vulnerability of their inflexible lack of ability to adjust.

It’s the same with industrial development -- mainstream complacency under the illusion of stability puts a damper on innovation. Consider the lag in cell-phone technology and acceptance in the large English-speaking countries, under the inertia of their large fixed-line capacity, subject to leadership take-over and exploitation by the Finns and the Japanese.

For decades the Big Three automakers in the US – the dinosaurs’ counterparts – delivered dull commodity products and burdened themselves with unbearable costs, ignoring the Japanese whose under-the-radar combination of small-engine expertise and meticulous quality processes evolved world-class cars.

The unrecognized fragility of a seemingly stable structure is exposed by surprise disruptions at its outer edges. An assassination in far-off Sarajevo lit the fuse on pre-war Europe’s vulnerability to collapse in 1914. Last month in Tunisia, the self-sacrifice of a fruit vendor in an obscure market street triggered demonstrations fatal to a despotic regime -- today spreading to engulf Egypt’s government and reverberating in every corner of the Arab world.

Large-country regulators and law enforcement agencies in the post-Andersen world have shown their disinclination either to evolve the financial reporting model or to force the re-engineering of the Big Four dominance of global audit – the only significant claim being the state-level action in New York against Ernst & Young over the repo accounting at Lehman Brothers.

Instead, evolution could well occur out at the fringe. A country or an industry sector may be so small as to be immature, unpredictable and ignored, but large enough to disrupt the global regimes for reporting and assurance. Under conflagration conditions, the fatal match could touch anywhere in the fuel pile.

That is, many economies are too small for significant global effect. The challenges of Satyam in India could ultimately cost PwC its practice organization there, but without a hiccup at the global scale; likewise the problems of the banks in Iceland are too localized to metastasize.   

But no large accounting network could survive the loss of practice in a country of G8 scale – say France, Germany, Spain or Italy in Europe, or Japan or Korea in Asia – because of the number of large companies relying on Big Four services there.

Just as most of the once-great sauri ended up sunk in the tar pits, to have their fossils excavated by the descendants of the tiny fury creatures once disregarded at their feet – so too the future of financial statement assurance will involve competition from new firms grown from small size and great agility.

Once the clean-slate opportunity is provided by the eventual recognition that the traditional one-page audit report is obsolete (and here is welcome the voice of Professor David Albrecht’s commentary and advocacy), the scale and structure of the Big Four will be otiose and unnecessary.

Some fragments might evolve to survive. A few dinosaurs did pass on their genetic code to become the modern world’s birds, whose rainbow varieties have thrived in successful competition with each other and with predators up and down the food chain.

Evolution can be stalled, but it will not be stopped. The successor to the auditors’ report, stuck in its tracks since the 1930’s, may break out in some obscure and unexpected mutation. When it does, the landscape of assurance will be populated by a different menagerie of creatures. 

 

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Disintegration of the Big Four Audit Firms? As They Tell the House of Lords, "We Don't See That on the Horizon"

The epitaph for the private delivery of audit services to the world’s large global companies was written in London on November 23.

During its generally amiable ninety-minute stumbling around the topic of auditor concentration – available here and observed on here and here -- the House of Lords Economic Affairs Committee queried the invited heads of the Big Four, “You do share the general unease about the fact that it could be Four coming down to Three?”

For the quartet’s response, the senior partner of Deloitte’s UK firm, John Connolly, contributed this entry to the lexicon of the self-deluded: “I don’t see that on the horizon at all.”

Which will go down next to the grim valedictory of Citigroup’s Chuck Prince in July 2007, that “as long as the music is playing . . .we’re still dancing,” only months before his forced departure, or – closer to home – PCAOB chairman William McDonough’s concession in September 2005 that among the regulators, “None of us has a clue what to do if one of the Big Four failed.”

Although memorable language would not be expected from a “numbers guy,” Mr. Connolly’s invocation of an empty horizon has real resonance.

Military comparisons are inevitable – and instructive. General Custer did not foresee danger from the invisible Indians. The American forces at Pearl Harbor were heedless of the approaching Japanese. And to Hitler, the beaches of Normandy were both well-defended and bare of Allied threat.

While in this decade’s uniquely impactful if unforeseen event, nineteen Saudi thugs with box cutters in their backpacks begat a world-wide season of terror, destruction and disruption, the effects of which have altered history.

As with these examples, and the grievous lessons that emerge only in the hindsight of the short-sighted, Mr. Connolly’s handicap is the limit on his vision – because a clear view of a blank horizon is of little value if the surveyed circumference extends no farther than arm’s-length.

I am indebted to my friend Shyam Sunder at the Yale School of Management for the Sanskrit folk tale of koopa mandooka – the “frog in the well”, which lives in blinkered comfort so long as confined within the boundaries of his closed little world.

But should he venture forth, the perils of the world outside are unknown. It may indeed be a paradise, full of succulent insects and comfortable lily pads and luscious companions with which the frog can disport and sire entire populations of little tadpoles.

Or, it may be a hell of deadly predators – voracious snakes and hawks and sharp-toothed fish. Or a searing desert beyond the fringes of the oasis, where a clueless frog will be pan-seared in minutes.

Unless informed and prepared, the frog in the well has no way to differentiate a prosperous future from one of mortal danger.

And the consequences of his ignorance are just as fatal as those of being wrong.

Here’s what the Big Four leaders might have said, in answer to the Lords’ call:

“We not only share your unease. We are terrified for the survival of our firms – not so much for our generation, who if fortunate may hope to ease soon into retirement, but for the future of a profession that depends for its sustainability on the talent and commitment of our younger personnel.

“Our ability to provide valuable assurance remains important to the capital markets. But it must evolve beyond the binary choice, whether or not to pronounce “true and fair” -- a choice exposed in the banking crisis by our delivery of unqualified audit reports on soon-to-fail institutions as not only unresponsive but affirmatively dangerous.

“Yet we are shackled to obsolete reporting by regulatory requirements confining us to an unhelpful commodity product. What is needed is no less than a fundamental re-structuring, under which:

• “Supplanting the current report form which no longer serves a useful purpose, we could tailor our reports to the real needs of particular users.

• “Our ability to deploy a full range of services would include access to the expertise of non-audit personnel to achieve more sophisticated performance and improved quality.

• “The interests of investors would be reasonably supported by government oversight, enforcement and protection such that our reporting would not create liability exposure of a magnitude that would destroy us.”

They might have said that. But they didn’t. For want of a vision extending to that far but visible horizon, a golden opportunity was allowed to pass. 

 

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The House of Lords Looks at the Role of Auditors: And Then Everyone Went for Tea

 Here’s a good way to increase the chances for satisfaction: start with very low expectations.

That was my approach, anyway, in dialing up the broadcast by Parliament TV of the House of Lords Economic Affairs Committee session of November 23, billed as a look at concentration in the audit market and the role of the auditors in the financial crisis -- here.

As a soporific, it was a decent substitute for televised football as a way to sleep off the after-effects of the Thanksgiving feast – watching the heads of the Big Four practices in the UK bat away slow-pitch questions that ranged from the naïve and misinformed to the incomprehensible.

Plainly, the intractable challenges to the viability of the large-company audit model are at no risk of being solved at the hands of the British legislators, whose depth of inquiry ran the gamut of complexity from A to B.

Examples:

• “Are you happy” with the degree of market concentration? Well, what’s not to like -- although it can hardly be admitted, when the Big Four control the entire large-company audit market with no prospect of competition.

• What about a threat to withdraw from the audit market? Oh, not us, your lordships – audit is at the very core of what we do!

• If that’s so, “are you uneasy” that the large firms would go from four to three?

• With a straight face, “we don’t see that on the horizon.” Of course not – while at the same time conceding that although the events of the credit crisis were “unprecedented,” there are “lessons to be learnt” for everyone.

Sometimes the unthinkable does happen – as the events of the last three years have made clear. So where was their lordships’ follow-up question: 

What would you do – what would any of us do – if despite your intentions, one of the firms incurred what was described with wonderful British euphemism as an “Andersen moment”?

And for this, there was no suggestion of an answer from either side of the tables. 

In the middle third of the proceedings, their nobilities were able to become better informed, if not wiser, as their invited guests gave a concise run-down of the irrelevance to audit concentration of a list of unachievable ideas -- namely:

• Break-up of the Big Four would add nothing to global-scale competition, since – against the breadth required because 80% of the revenue of FTSE 100 companies is generated outside the UK -- the resulting fragments would lack scale, coverage and investment capability.

• The current restriction on scope of services to audit clients – where last year no FTSE 100 company paid consulting fees to its auditor – is claimed to be working well: an assertion which, considering the unsolved nature of the survivability threat, means that if the current environment represents success, what would failure look like?

• The arguments for joint audits or mandatory rotation founder on the examples of degraded quality – the likes of Parmalat in Italy and BCCI in the UK itself.

• And the howler of the day: if audit is “implicitly a form of insurance,” why does that industry not ride to the rescue? – a proposition so discredited that even the committee chair hastened onward.

The hearing wound down to a clearly rehearsed and well-choreographed five pm break for tea, but not without an “Alice in Wonderland” go-round on the question of the auditors’ issuance of unqualified opinions in the months before the failures of such British institutions as Royal Bank of Scotland, HBOS and Northern Rock.

At the assertion that the auditors actually “performed well” in light of the complex events of 2007 and 2008, adjectives such as “astonishing” and “misleading” were tossed around both in the hearing and amongst subsequent commentators – here.

But why should anyone be surprised?

The pointed observation by one of the Big Four that the auditor does not assess the risk of a business, but renders a report in identical language, whether the leverage of the enterprise is 100 times or none at all – starkly contrasted with a plea from the questioners that an assessment of the “dangers" in a business is precisely, if simplistically, the assurance sought by a wishful user community.

In that context, the fact that the technical reporting requirements were satisfied, to avoid a going-concern qualification – if only through closed-door communications with the Bank of England and the Financial Services Authority – finally exposes the raw insufficiency of the current audit model.

As was equally the case in the 1980’s when the American auditors trailed the emerging catastrophe among the savings-and-loans, the profession lacks satisfactory tools when the regulatory regimes put them to the choice -- whether to qualify their opinions and generate a self-fulfilling prophecy of disaster, or to rationalize a demonstration of the emptiness of the report that constitutes their core product.     

If that much could be taken as established once for all, before everyone went off for tea, then unlike the case with most such posturing displays, the day was not a complete waste.

 

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The European Commission's Green Paper on Audit: After the Posturing, an EC Agenda for Real Progress

Say this for EC Internal Markets and Services Commissioner Michel Barnier’s call for public comments on his October 13 green paper, “Audit Policy: Lessons from the Crisis”:

No sooner had I sent in my own ill-tempered two euros worth – here – than my readership statistics showed a serious spike from addresses across the European Union. There’s real interest out there!

Having taken M Barnier to task, I was rightly challenged by readers to stop complaining and be constructive. So with a response deadline of December 8, this is to invite all those concurring that more is required from Brussels than a feckless and ill-informed exercise in redundancy, to register their views at the EU site – here.

The message is this:

All that needs be known is already at hand, to build the agenda for a really effective discussion on the re-engineering of a sustainable audit function to serve the world’s global-scale companies.

It would have these three components:

• Certain basic truths would be taken as established.

• Any further reference to the over-debated but impractical or unachievable “non-starters” would be barred.

• Focus would be on the handful of truly difficult, challenging questions – on which views would differ profoundly, but which are inescapably important to any progress.

In the first category, there may not be consensus on all details, but these propositions are basically beyond debate:

• Other than for purposes of statutory compliance, the standard one-page audit report no longer serves a function that justifies its cost to issuers or the exposure it imposes on auditors. Evolution to new forms of assurance is essential.

• The concentration of large-company audits among the Big Four is down to a critical minimum. A three-firm model is unworkable; failure of any one will disintegrate the entire structure.

• The organizational and capital structure of the Big Four leaves each one exposed to an unsustainable shock, from regulatory or law enforcement proceedings, or a civil litigation outcome in the $ 1 to $2 billion range.

• Regulators and politicians lack the vision, authority or means – separately or collectively – to rescue and sustain a large accounting firm once a shock tips it into a downward spiral.

In the second category, the catalog of “non-starters” includes:

• Liability “caps”, whether monetary limits or allocated percentages of responsibility.

• “Break-up” of the Big Four firms – an act of aggression having neither a rationale nor a basis in law. 

• The emergence of new global-scale entrants to the Big Four’s audit market, whether by merger, subsidy or organic growth. 

• The injection of outside investment into the Big Four’s capital structure, or alteration of existing ownership restraints.

• Mandatory auditor rotation or replacement.

• Contingency plans to replace the management of a firm under existential threat.

• Re-introduction of genuine forms of private insurance, by way of “catastrophe bonds” or otherwise.

Finally, to table a selection of the hard but unavoidable questions:

• What are the forms of assurance that issuers and users would actually value and pay for, and what structural changes are required – competitive, organizational, legislative and regulatory – to enable the evolution of a profession capable of meeting those needs?

• What form of regulatory oversight, inspection, enforcement and discipline would achieve a sustainable balance between investor support and protection and an audit function that is both disciplined and robust? In particular, what is the necessary form and amount of financial involvement of government – whether an investor protection fund, insurance of last resort or otherwise?

• Under a newly-structured audit delivery model, and with a comprehensively refreshed legislative mandate, what are the proper limits and guidelines on the scope of services deliverable to audit clients, and what re-visiting of concepts of auditor independence and conduct are indicated?

The envisioning of a symposium devoted to such an agenda – much less its convening – has yet to occur. Until it does, and the process moves on to real substance, the stability of the current audit model and the four firms providing most of its delivery are both at risk.

 

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The Big Four Accounting Firms Are Down to Critical Mass: Says the Financial Times - So It Must Be Official

In the country where the independent audit was invented, back in the Victorian era, the Lex column in the Financial Times has finally bought into one of the messages I have been flogging for years – here -- about the fragility of the global franchise of private-provided assurance -- here:

    The Big Four are down to critical mass.

It’s a subtle but real shift in language, away from the usual mushy euphemisms of the regulators, that another large firm failure “could disrupt the market” – as put in the vacuous prose of the EC’s recent Green Paper (see here).

As finally put forthrightly by the peach-colored London paper:

“(I)t is vital to work out how to deal with a repeat of the Arthur Andersen/Enron affair, because four is the minimum number of global accounting groups needed for a healthy industry. Many companies employ one firm for internal audits, another for the external audit and a third to offer consulting advice. The fourth player picks up the slack when a change is needed. Neither regulators nor customers would want to see the Big Four turn into the Big Three.” (emphasis added)

The discussion can now move on, if only by further small and agonizing steps. The next one, which the FT is on the very verge of taking, is the explicit realization that an unsustainable three-firm model will go into immediate collapse – not least because the survivors after the next disintegration, which will occur in another Enron-like spasm of recrimination and finger-pointing, will have neither the appetite nor the resources to pick up the wreckage.

The FT is close, but not there yet – because still fixated on either of two non-achievable approaches: 

“(I)f that happened, regulators would be left with two unappealing options. First is a forced split-up of the remaining accounting groups – a plan that would meet vehement opposition. Second, an ambitious smaller outfit could take over the ailing giant, roughly as Nomura took on Lehman Brothers’ European operations. But any non-Big Four auditor would face a huge challenge doing this, since these firms rarely work with big or even midsized companies; they audit only 5 per cent of the UK’s FTSE350.”

Been over this ground often before – here. Opposition aside, not only is there no legal authority anywhere for cleaving the Big Four into smaller bits. As a practical matter such a split would have to be done in all the major global financial jurisdictions – none of which has a regulator or legislature capable of conceiving such an idea alone, much less in concert. In any event, the result would only be a group of smaller and weaker firms, with unevenly distributed personnel, industry expertise and capacity for execution.

And if the FT’s writers would please do their sums, they could face the reality that – good as they may be, and that is not assured -- the smaller firms lack the scale, coverage and execution ability ever to play at the level of the world’s global-scale companies.

There are critics of the large accounting firms whose long-winded rants amount to an unqualified charge of auditor venality and corrupt client deference to the exclusion of public interest.

That is not a view I share, and not only because the perfervid rhetoric fails to offer constructive solutions. It’s because the inter-locking antagonisms that capture and paralyze the current audit structure also imprison a profession caught in an obsolete model of excessive and unmatchable expectations.   

The Lex conclusion isn’t wrong:

“There may be better ways to keep the auditing business competitive. Regulators and accountants should look for them now, rather than wait for the next scandal to force their hand.”

To be successful, that search will require escape from the “intellectual capture” that now prevents the entire interested community from conceiving solutions outside their limited vision.

And to be timely, it needs to start now.

 

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The EC's Green Paper, "Audit Policy: Lessons from the Crisis": The Bureaucrats Blow Another Chance

  

  "We've gotta do something, They"re serious this time.

    "You know what we gotta do. Toga party.

    "We're on double secret probation, whatever that is. We can't afford to have a toga party.

    "You guys up for a toga party?"

            -- "Animal House" -- 1978

  As the October 13 release of the European Commission’s Green Paper, “Audit Policy: Lessons from the Crisis” – here -- by rookie Internal Market and Services Commissioner Michel Barnier, illustrates:

Any newly-arrived bureaucrat, tempted to launch the machinery of inquiry, should first demonstrate the need for further admiration of an already tediously-explored agenda, and the vision and will to do more than re-plow the same sterile ground.

The naïve tone in which the Green Paper articulates the role of auditors, and the clueless innocence of its “questions,” make evident another major exercise in resource-wasting.

The vacuity of leadership vision and reasoning on the grave issue of the viability of global-scale audit has been on view for years -- here -- and continues in Brussels:

The Green Paper starts with the customarily limp and tedious observations – e.g., that audit “provides assurance on the veracity of the financial health of all companies,” and that “continuity in the provision of audit services to large companies is critical to financial stability.”

But this exercise in self-congratulatory amour-propre is empty. Its adherents have never known a world in which public company financial statements have not borne the commodity appliqué of the one-page standard auditor’s report. The alternative proposition, of life without the legal requirement of an audit – an obligation that survives only by force of law, not by market choice – has never been tested.

No less, the last of the weak and aging dinosaurs on their terminal descent into the tar pits no doubt had themselves persuaded of the vital centrality of their role and influence in their ecosystem -- just as the tidal wave of unstoppable evolution was gathering to wash them to oblivion.

Consider a few examples of the Green Paper’s tiresome re-cycling of old material (question numbers are kept; some wordings are streamlined):

Can smaller firms emerge to become viable participants in the large-company market segment (# 27):

Would someone please do the arithmetic? Assume the impossible – that all the small firms doing any public company audits were merged into a single practice. That unmanageable monstrosity would still be smaller than the smallest of the Big Four.

Just as the case has never been made that smaller firms can deliver competitively superior quality of service, their limitations of geographic scope, breadth of expertise and capacity for risk tolerance are disabling to the notion that a Big Fifth can be either grown or built. And their leaders willing to be candid will admit it.

Should alternative structures be explored to allow audit firms to raise capital from external sources (# 23):

A better question: did anyone with business literacy vet the Green Paper? The Big Four capital structures, with their modest partner investments and operations financed by their client receivables, do not need and could not deploy major outside capital if handed over on a platter (here). Rather, such funds would only be a honey pot to attract the further attention of potential litigants.

Would contingency plans, including “living wills,” address the systemic risk of a large-firm failure (# 31):

First advanced in 2008 as part of the cringe-worthy output of Treasury Secretary Paulson’s Advisory Committee on the Audit Profession, this trial balloon deflated without lift-off (here) – for the obvious reason as shown by Arthur Andersen’s rapid disintegration in 2002, that the death spiral of client and personnel flight, once started, is irreversible.

Should audit mandates be limited in time (# 18), or should rotation be mandatory (#29):

To this, the complete one-word answer has always been, “Italy.” The only country of any significance with mandatory auditor rotation – a land capable of producing neither enough children to sustain its population nor enough honest politicians to sustain functional government – did manage to produce the scandal of Parmalat – world-class malfeasance enabled by the rotation-inflicted division of audit responsibility between two firms. Enough said.

Are there benefits to joint audits or consortia including smaller firms (# 28):

The French structure of joint audits is argued for, but is profoundly unsatisfactory as a persuasive example – perpetrated as it is by the lobbying of the small firms’ nationalistic appeals to preserve a miniscule local slice of the world market.

The fanciful notion that minor rump-end participation in an otherwise global-scale audit engagement could give a small firm the muscle to supplant a failed Big Four firm is belied by the record: at present, every audit of the CAC 40 is led by a Big Four firm. If small-firm consortia were credible, there would already be at least one example in practice.  

Finally, should audit appointments and remuneration be managed by government (## 16-17):

Consider this long step down the short road to nationalized audit agencies. Nowhere else are markets for commodity products, other than audit reports, subject to such artificial constraints – whether auto manufacturers, retail bankers or espresso vendors.

Yet if viewed as a legitimate target for government take-over, audits performed by low-grade civil servants -- the only ones to find appeal in such a career post -- would descend in value and repute even further to the level of nationally-administered postal delivery, rail service and health care.

It’s all too depressing, to belabor these points yet again. But since Commissioner Barnier looks as green as his paper, the only hope is to administer sunlight and fertilizer and pray he ripens quickly.

 

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In the News: Crain's Chicago Business on the Funk Pervading the Accounting Industry -- And My Five-Word Quote

 

Steve Strahler reports in yesterday’s edition of Crain’s – here – that “revenues are down, margins are squeezed and many employees are unhappy” – especially at the Big Four, where the combination of recession and exposure makes for a zeitgeist of uncertainty and dissatisfaction.

For which, a tip of the hat.

And another for compressing one of my central themes into a quote of record-setting brevity, on one of the fundamental but underexplored issues threatening the viability of the large firms: “They’re not capitalized to survive.”

 

And those who persevere will see a modification of the cliché: Five words is worth a picture. 



Re-Branding at PricewaterhouseCoopers -- OMG, It's Like Totally Awesome!

 What are they thinking, in the leadership suites of PricewaterhouseCoopers? As reported by Caleb Newquist (here), coming days will see their lengthy if perfectly serviceable name abandoned in favor of the three-letter vernacular – and the adoption of a new toy-blocks logo that defies the search for adjectives of awfulness.

 The commentary will be fierce, in several areas off my turf:

• Branding experts will go to town on the empty nature of the attempted graphic gesture.
  
• Jargon critics such as the Financial Times’s Lucy Kellaway will tee off on the mish-mashed vacuity of the aspirational messages (for those of strong constitution, see this PwC video sent to Caleb from the inside).
• Charlie Green, expert in trustworthiness, is invited to unpack the disruptive influence of tinkering with messages, when all that is on offer is the stability of relationships with clients and users.
  

My concern is more profound:

When the accounting profession’s very survival rests on the ability to sell a basic core product – assurance on financial information – the essence of that delivery is the maintenance of confidence among issuers and users in consistent, solid and predictable quality service.

That has been more than challenge enough, in difficult times for the profession. But its messages can and should be pretty stolid. A slightly boring orthodoxy is not a bad thing, when the profession is the only one that requires two terms to describe itself and its core offerings: accountant and auditor – contrasted with, for example, doctor, lawyer, priest or engineer. 

When the uniform for successful assurance delivery requires the equivalent emotional symbolism of a necktie and brown shoes, the PwC effort goes the wrong way. Being courant requires context. No chief financial officer will be comfortable receiving his annual audit report from the hands of an engagement partner named Pariz or Tiffany and sporting a tattoo and a nose ring.

Prior history offers instruction on the hazards of tinkering with the image of a commodity product. The fiasco over New Coke in 1985 put that company into a legendary market-share tangle that lasted for years.

Much closer to home, does nobody recall the kerfuffle in 2000 when Arthur Andersen gave up the logo of its dependable brown doors – symbol of stability, consistency across all offices and – yes – the requisite geeky solidarity? 

Instead there was launched that goofy orange ball – derided at the time for a lack of substance, but with hindsight, comprehensible to reflect the firm’s hollowed-out loss of strategic integrity and, in effect, the sunset for a venerable institution less than two years later.

We may of course expect defensive messages from the branding types at PwC, justifying what must be massive expenditure for this effort, along the lines of “we wanted to shake things up” and “we have an exciting new set of messages.”

Trouble is, they don’t, and the world of assurance users doesn’t want it. The depth of the issues facing the accounting profession means that the current environment does not require simplistic needs to “fix what ain’t broken.”

Rather, putting fresh cosmetics on a critical patient only paints over the gruesome reality. And if the beauticians are running the hospital ward, the prognosis for recovery is grim indeed.

 

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Does Anyone Really Want to Be an Accountant? A Tailgate Survey

Last Saturday I was part of that great autumnal experience – tail-gating and a football game at a major American university.

For non-US readers perhaps unfamiliar, the rituals partake of religious cults: Adherents converge in vast throngs, dressed in exotic pilgrims’ vestments of bizarre colors. They drink copiously of the sacred brew, they invoke the spirits of sunny weather and the glow of victory, and they noisily exhort their muscular youth to inspired feats of glory.

Secondary to its storied gridiron history, this school is also a major supplier of feedstock to the accounting profession’s voracious appetite for new recruits, through its large departments of accounting and finance.

So because my generation’s children have grown to be college students and fresh alumni, the convivial afternoon gatherings around grills and coolers in the stadium parking lot also gave a chance for some rough field research on that age group’s attitude toward their studies and the state of the profession’s process of self-renewal – first-hand inquiry of bright young graduates prepared for the bottom rung of a new career ladder.

Caleb Newquist, Francine McKenna and the Junior Deputy Accountant give a lot more attention to the dynamics and travails of the firms’ recruiting and retention issues than I can. But the results of four discussions amid the marching bands and the waving pennants, although plainly anecdotal and unscientific, do give pause:

• One new accounting graduate, having spent a Big Four internship assigned to the box ticking of Sarbanes-Oxley compliance work, was bailing out on debits and credits altogether and re-orienting for law school.
  
• A second, well into a master’s program under-written by a large firm where his job offer awaits, is primarily motivated to obtain his degree and pass the CPA exam by the salary bonuses that are promised at each step.
• The youngest new alumna, celebrating her last weekend before reporting to be junior audit staff in a major-city office of another of the Big Four, expressed her ambiguity in the phrase, “My life is about to be over!
  
•  Meanwhile the eldest of the group, an ex-survivor of three staff years in yet another large firm, is wildly happy having moved to a new position as financial controller at a division of one of her former clients.

A large-firm leader once put it to me that the main purpose of hiring new university graduates is to cultivate staff accountants to become the next generation of managers and partners. If so – although the depth of malaise revealed by my brief survey of this decade’s best and brightest may not generalize – neither is it cause for confidence in the profession’s ability to stay on top of the talent level demanded for the retention of its reputation and credibility.

Those engaged with both our students and our future are advised accordingly.

Postscript:

Our celebration took place at a leading church-affiliated school, seriously conservative in its theology, culture and politics. Although it would never condone the burning of a Koran, it is likewise not likely to permit the opening of a mosque on its campus any time soon.

For all the atavistic hoopla around the game, Saturday was also the ninth anniversary of September 11. It was an affecting moment, to stand with 80,000 people in a moment of silence for all the casualties of that awful day, to join in a prayer of remembrance, and to unite in the nation’s anthem while our flag was raised high and lowered in honor to half-staff.

In that context, the home team’s inability to hold off the visitors’ last-minute scoring drive for the win seemed not to matter quite so much.

 

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The Big Four's UK Firms Pick Up Non-Executive Directors -- And Then ...?

All the girls get prettier at closin’ time –

                    Mickey Gilley, 1976

A recent discussion with Re: The Auditors about the governance of the large global accounting firms was triggered by the UK news that the Big Four were appointing non-executive directors (here), as contemplated under the Audit Firm Governance Code published in January by the Financial Reporting Council (here).

Francine McKenna’s blog post (here) included my own skeptical two cents worth, on the unlikely effect on the culture of global-scale private partnerships, and the limited impact of single-country endeavors. It also led to these further pessimistic reflections on the reasons why the FRC’s efforts – however noble and well-intentioned – will create no traction in favor of the firms.

A starting point is with the process itself: a task force was assembled under the auspices of the auditors’ own trade group, the Institute of Chartered Accountants in England and Wales, comprising four members from the accounting firms, seven from large clients and a single academic. So as to the question of “regulatory capture”:

Would you expect roast goose for Christmas dinner, if the flock got to vote on the menu?

More important is a proper apprehension of the role of codes of conduct and ethical charters and all the accompanying high-toned rhetoric. It’s the common confusion of cause and effect, to view these as drivers of responsible corporate governance.

The contrary is readily observed. Governance-challenged enterprises from Siemens to AIG to BP could claim the vigor and piety of their pre-lapse structures, and Enron was lauded for years as an American model of behavior.

The FRC’s code (here) rightly identifies the importance of executive “tone at the top” – but its induction runs the wrong way. In truth, when company leadership really does “walk the talk,” its employees are infused and its community is served in praise-worthy fashion -- codes and charters follow with credibility.  

Not only can good governance not be inflicted or imposed, in other words, because resistant leaders will find ways to disturb or subvert the purpose, but a virtuous culture will display its legitimacy without the need for pietistic overlays.

So the FRC is on the back foot in at least these ways:

First, the Code makes persistent reference to the non-executives’ presumed “independence,” but recitation and reality do not engage. As contemplated, newly-engaged worthies will be compensated under employment contracts, provided with staff and resources by the clients, and insured and indemnified for their conduct – putting them under far closer relationships than the large audit firms are permitted themselves.

Second, the FRC proposes that non-executives might facilitate communications and reduce exposures when the large firms face existential threats from litigation, regulation or prosecution. As floated briefly at the US Treasury Committee on the Audit Profession in 2008, the suggestion of stand-by management replacement under similar conditions displayed a Panglossian naïveté that thoroughly deserved its criticisms (here). But rebuttal need not go so far. If “tone at the top” is to be successful in a crisis, it has to be engaged first-hand – not insulated or protected by proxies, delegates or intermediaries.   

Finally, the Big Four firms already have an agenda of opportunities to address the credibility gap with their critics, none of which involve the cost or distraction of bloating their boardrooms with outsiders drawn from the available ranks of the great and the good:

• Arguments about the safety and soundness of the Big Four are going nowhere without their publication of audited world-wide financial statements. Single-country information, of the type now available in the UK, leaves unaddressed the implications of strategic directions, personnel deployment and risk and quality exposures that span the globe.
  
• No progress is possible toward a sustainable business model resistant to deadly litigation exposure, so long as the large firms limit their advocacy to summary data and hand-wringing by their messengers -- as witness the sterile paralysis of the Paulson Committee (here). If inflicted on a Big Four firm, the $ 3 billion cost-to-date of BP’s exposure to Deepwater Horizon would already have been fatal (here) – a message supportable only by an available public acknowledgement of the specifics of the large-firms’ list of death-threats.
• Relatedly, it is past time to recognize that the energy devoted to narrow-focused “liability reform” and “damage caps” is a wasted effort – not only as a political non-starter in every major legislative venue, but as unsatisfactory to achieve sustainability. Legitimate structures for investor protection cannot in the long run be built on the narrow base of the accounting firms’ partner capital – the resources are simply not there – but require instead the presence of government as a resource of last resort.
  

To the extent any of these require more fundamental re-engineering than that offered by the FRC and the ICAEW – and they do – so be it. 

 

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Seidman Gets a New Trial in Bankest -- And How Does Winning Feel?

“Never mud-wrestle with a pig. You end up covered with pig-shit. And the pig actually likes it.”

There was palpable relief on June 23 in the halls of international accounting network BDO’s firm in the US, née Seidman. The Florida Court of Appeals, reversing a potentially devastating $521 million jury verdict, ordered a new trial of the claims by Banco Espirito Santo relating to alleged faulty audits of the irregular accounts of Seidman's factoring company client Bankest.

Updating earlier attention to this threat hanging over Seidman’s existence since 2007 (here, here and here), it is now right to look beyond the predictable chest-thumping press releases of the adversaries (see here), and contemplate just who has won what.

Notably, to start, Seidman lives to fight on.

Even though the opinion (available here) makes clear that the appellate court would not have let stand the $321 million in punitive damages imposed by the jury for its finding of Seidman’s egregious conduct, the Seidman firm was still facing disintegration. Being forced to pay only the $159 million of compensatory or “ordinary” damages would have inflicted on its 273 partners the unsustainable obligation to work for nothing for a year or more (based on industry profit margin data and Seidman’s reported fiscal 2009 revenue of $620 million - here). 

Dealing not with the merits, but only with the defects in procedure it found in the lower court’s trial management, the appellate tribunal held that the claims of Seidman’s grossly negligent conduct were inextricably “intertwined” with issues of “causation, reliance, and comparative fault” – that is, in lay terms, that Seidman’s allegedly bad behavior should have been evaluated by the jury in context of the bad behavior of all the other actors in the sordid story of Bankest.

So the press-release confidence of Seidman’s CEO, that it “acted at all times consistent with its professional obligations,” has been neither established nor vindicated, but remains to be re-tested in another fulsome public proceeding.

As for the Banco plaintiffs, the obligation to re-try the case is another reminder of the lawyers’ caution, to be careful of getting your wish from a trial judge. A lawyer who rings the bell for a huge jury verdict, when the judge has put the bell-rope in his hands, may walk with a little more clank in his swagger. But a judgment only really counts as bankable when affirmed on appeal and collected.  

And while both sides will claim to have learned of their courtroom strengths and weaknesses from the original trial, the very rationale of the appellate rulings that require a new trial also gives a road-map for the other side by which to by-pass the perceived speed-bumps the first time.

So with the learning process a bi-lateral one, another go-round will feature re-treaded strategies on both sides.

Which reinforces the attitude of courtroom veterans, that second trials have the inevitably stale air of re-cycled themes, witnesses and evidence – the very reason they happen so seldom.

That sentiment plus traditional analysis suggest that, under the appellate court’s signals about the extent of the penalty against Seidman that it would sustain, the parties will reach a settlement – one that to Seidman would be highly painful but tolerable – in effect, the number of months its partners might stand to work without take-home pay before they bolt for the exits.

On the other hand, trials of life-threatening claims against the large accounting firms are so rare as to make impossible either patterns or reliable predictions.

The Florida court did make one observation of unintended and presumably un-ironic import:

“An accounting firm that must distribute its net income and net worth to judgment creditors rather than the partners who produced that income will not have partners (or clients) for long.”

In other words, even a small state’s intermediate judiciary recognizes that so long as the large accounting networks are put to the hazard of litigating for their survival, the entire global franchise of privately-provided assurance is at risk.   

Critics of that structure, who in essence dispute the very legitimacy of the firms’ business models (here), remain challenged to articulate an achievable alternative that will offer sustainable value to the community of financial statement users.

If the prolonged and now-extended agony of Bankest teaches nothing else, it is that the auditor-viability dialog is still not satisfactorily engaged.

 

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What's the Future of Audit? The Discussion Begins to Get Serious

Anyone doubting the central role of accountants in human civilization need only recall that some of the oldest exemplars of proto-writing were not love poems or heroic fables, but inventory records – tallies of Sumerian grain and livestock etched into clay tablets.

From the dawn of our history, when barter was supplanted by the earliest forms of money and future payments were first promised for present performance, there has been the need to choose and apply accounting conventions – including those for financial derivatives.

But although the independent audit function emerged with the innovative Victorians – see the pioneering of William Welch Deloitte’s succinct opinion of 8 February 1850, “audited and approved,” on the half-yearly accounts of the Great Western Railway – the profession cannot escape the inexorable forces of evolution and change.

Survival threats to the large accounting networks and their provision of assurance on the financial statements of global-scale companies are profound. But public recognition of the gravity of the issues has been slight, among the user community and the mainstream media alike, and there is no credible evidence of leadership in the search for achievable solutions.

This week, blogger Caleb Newquist’s two-part series at Going Concern – “Why a Big 4 Failure is Imminent – And What It Will Mean” and “What Will the Aftermath of the Next Big 4 Failure Look Like?” – draws together my views and those of Francine McKenna of Re:The Auditors. 

Although the three of us bring differing styles and perspectives to our respective audiences, the point is not unanimity but the presence at long last of real dialog – desirably to be joined by the entire roster of interested constituencies.

Your attention is invited, and your reactions are welcome.   

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Market Concentration of the Big Four Audit Firms: The Feasibility of a Suggested Trade -- Divestiture for Liability Limitations

“No such thing as a failed experiment …. only experiments with unexpected outcomes.”-- American engineer-architect R. Buckminster Fuller

 Is the Big Four’s concentrated control of large company audits a real problem? Persistent voices of concern and attention extend back at least to the 2006 study for the Financial Reporting Counsel (here), recently joined by global leadership of BDO and Grants (here and here).

If so, is there a credible case to incentivize their exchange of market dominance for liability limitations?

Those issues were addressed this month in a paper from the American Antitrust Institute – here. In an all-too-rare burst of clarity, the AAI forthrightly recognizes that:

With pending claims totaling billions of dollars, the Big 4 audit firms face serious threats to their survival…. (L)iability exposure substantially exceeds the combined partner capital of the Big 4 firms… (They) contend that liability limits are necessary to prevent the loss of another Big 4 firm, which would throw the global financial system into chaos. (footnotes omitted)   

The AAI’s suggestion would be a legislated trade-off: “government incentives to break up the Big 4 into smaller, more competitive firms” – namely, a liability cap conditioned on a firm divesting itself of, say, 20% of its domestic revenue and the personnel serving the surrendered clients.

Can’t work – because of the many problems with the underlying but unachievable assumptions. 

But before getting there -- the AAI deserves credit at least for recognizing the completeness of the Big Four’s market dominance – auditing “nearly all of the world’s public companies with annual sales over $250 million” (emphasis in original) – with even tighter limitations on auditor choice in such industries as metals and mining, energy, air transportation and financial services.

Start with the political unacceptability of liability capping at a level that can assure Big Four survival. I have spelled out before (here) the financial limits of the large firms’ private partnership structure and their membrane-thin working capital, under which they cannot withstand litigation shocks above the $1 - $2 billion range – a tiny fraction (by either amount or percentage) of the exposures in their pending lawsuit inventory.

As the AAI paper summarizes, critics of liability protection point to the firms’ average litigation payouts, as a percentage of revenues and as compared to the far larger total of alleged damages. They fail to recognize – as do the arguments for capping from the profession itself -- that averages are meaningless when the “outlier” of a single verdict, falling outside the misleading comfort zone of a bell-curve model, could and would be devastating.   

So: because American politics offers no cover for protection at those levels, that side of the proposed AAI bargain is no solution. What of the other side -- the plausibility of large-scale competitors emerging from the suggested divestiture program? The facts dictate otherwise.

First, an abundance of small practices already exist. Why they have not coalesced into global-scale practices is a long-familiar story of limited geographic scope, expertise, risk appetite and readiness to invest.

Second, the smaller sector does not inspire confidence in its strength or capacity for quality growth to global scale. Of the largest, BDO’s Seidman firm in the US is on a deathwatch, facing the post-appeal enforceability of its $521 million jury verdict in Miami. Grant Thornton – not yet fully disengaged from the Refco matter in which lawyer Joe Collins just received a seven-year prison sentence – now faces the fall-out of being fired by Koss, its public but family-dominated Milwaukee client, whose CFO managed for years to steal amounts in excess of the company’s total net revenue (on which, to read Francine McKenna in unusually high dudgeon, see Re:The Auditors.)

Third, as a practical matter, how would global-scale competition emerge? If a Big Four firm were to hive off a small geography-based practice, that newcomer would suffer handicaps of capacity and expertise no different that those of the current smaller firms.  If a large firm were to shed an entire industry practice, no new competition is added to serve that industry. And if instead, it were to divide a viable large-scale practice, then each of the two sub-practices would be burdened with shortages of expertise, personnel and the capital strength necessary to build to scale and withstand their risks.

In summary, the AAI’s aspirations fall victim yet again to the Nirvana Fallacy – the defect in logic I described (here) in the comparison of a failing situation against an idealized state, without recognizing that the assumed achievement is impossible under real-world limits, flaws and constraints.

The large firms grew that way for service-based reasons. And dreams of expanding the population of pygmies do not, sadly, increase the likelihood of evolving a giant.

At bottom, the AAI’s most seriously under-examined assumption is that the “catastrophic” disintegration of another Big Four firm “would throw the global financial system into chaos.”

Why so? To the contrary, if the now-standard auditors’ report were suddenly not to be obtainable from any source, who would miss it?

Regulators and politicians would have convulsions, to be sure. But as the financial crisis itself has shown, that is daily practice for office-holders in the hermetic confines of Washington and London and Brussels.  

Should the stock exchanges be closed, if a Big Four failure meant that one-quarter of the large listed companies lacked an audit report? Could those companies’ securities be barred from trading? Unthinkable. Out where capital really flows and trade is actually engaged, the world’s markets would shrug, start the process of designing new forms of assurance from a blank page, and move on.

And the splintered pieces of the former Big Four would provide ample building blocks for a new assurance structure – without, pace the AAI, any need or use for the unintended and unpredictable hazards of another failed experiment.

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