Accounting Article

Responsibilities of external auditors

by Syed Imtiaz Abbas Hussain | Published on 7/3/2004 0 5 0

Websters Online dictionary defines the word responsible as (1) liable to be called upon to answer for ones acts or decisions : answerable (2) able to fulfill ones obligations : reliable , trustworthy (3) able to choose for oneself between right and wrong and (4) involving accountability or important duties. Hence the word responsibilities is defined as something for which one is responsible. Based on the above definitions, one should not take such responsibilites lightly and carelessly and unless one has the physical and mental prowess to bear this heavy load and competence to accomplish the given assignment as the word responsibilities encompasses more tasks and duties within this word such as answerable , reliability , liability , trust , justice , ethics , accountability and many more. Therefore, for one to accept responsibility is a serious and Herculean task otherwise he/she will have to loose their business goodwill by facing penalties , imprisonment , involvement in corporate scandals , loss of trust, misfeasance, negligence etc. Because of the nature of sensitive duties of and expectations from external auditors, their responsibilities under different legislations are as under: 1. COMPANIES ORDINANCE 1984 1.1 Powers and duties of auditors (Section 255) i. In order to discharge responsibilities and duties, auditor shall have the right of access at all times to the books, papers, accounts and vouchers of the company, whether kept at the registered office of the company or elsewhere. ii. Auditor shall be entitled to require from the company and the directors and other officers of the company such information and explanation as he thinks necessary for the performance of his duties. iii. It is the prime responsibility of auditor to make a report to the members of the company on the accounts and books of the company and on every financial statement which are laid before the company in general meeting during his tenure of office. Such report should be signed, dated and indicate the place at which it is signed and in Form 35A attached to the Companies (General Provisions and Form) Rules 1985. In addition to bring in notice of the members that they have obtained all the information and explanations which to the best of their knowledge and belief were necessary for the purpose of the audit, auditors should also give opinion on the following issues in their report: a. Proper books of accounts as required by this Ordinance have been kept by the company. b. Financial statements have been drawn up in conformity with this Ordinance and are in agreement with the books of accounts.

c. The said accounts give the information required by this Ordinance in the manner so required and give a true and fair view of the state of the companys affairs as at the end of its financial year, of the profit or loss or surplus or deficit as the case may be for its financial year and of the changes in the financial position for its financial year. d. The expenditure incurred during the year was for the purpose of the companys business and the business conducted , investments made and expenditure incurred during the year were in accordance with the objects of the company , and e. Zakat deductible at source was deducted by the company and deposited in the Central Zakat Fund. iv. If the auditor report is qualified then the reason therefor should also be stated in report alongwith the factual position. v. The Auditors report to members or directors in case of branches of foreign banks shall be in Form 35B. vi. Auditors report to the member of life insurance company and to the members of non-life insurance company should be in the formats as per Securities and Exchange Commission (Insurance) Rules 2002 as modified by SECPs F. No. 7(1)(T(1)/2000 dated 11 March 2003. vii. Auditors report to the certificate holders of Modaraba should be as per Form XI in the First Schedule to the Modaraba Companies and Modaraba Rules 1981 as modified by SRO 471(1)/2003 dated 5 June 2003. viii. The right of attendance of auditor in any general meeting and to receive all notices of the company, in addition to other obligations, make auditor comfortable in discharging their responsibilities by ensuring that their report is properly communicated to the members of the company. 1.2 Certification of financial portion of Statutory Report ( Section 157 (5) ) The statutory report to be forwarded to members by the board of directors of the company should be so far as it relates to the shares allotted by the company, to the cash received in respect of such shares and to the receipts and payments of the company, certified by the auditors of the company for its correctness. Further to certify that the said payments were made for the purposes of the company. Such certification should be made in accordance with Form 25 attached to the Companies (General Provisions and Form) Rules 1985. 1.3 Reports to be set out in Prospectus ( Section 53) i. Reports to be set out in Prospectus or in lieu of Prospectus required under Second Schedule attached to the Companies Ordinance 1984 shall be made by auditors qualified under the Ordinance for appointment as auditors of the company. ii. No prospectus shall be issued by the company unless such Prospectus is delivered to the registrar alongwith written statement signed by those persons setting out the adjustments as are mentioned in clause 36 of Part I of Second Schedule and giving the reasons therefore. (Section 57 (3) (b) (ii)). 1.4 Auditor to report about changes in accounting policies in case of listed company (Section 234 (3) (ii) (b) )

Accounting policies shall be stated in the financial statements of listed company by the management of the company and where there is any change in such policies, the auditor shall report whether he agrees with the change. 1.5 Auditor report on consolidated financial statements (Section 237 (2) and (3) ) i. Where the financial year of a subsidiary precedes the day on which the holding companys financial year ends by more than three months, such subsidiary shall make an interim closing on the day on which the holding companys financial year ends and prepare financial statements for consolidation purposes. ii. All interim financial statements of a subsidiary shall be reviewed by the auditors of that subsidiary. Such review report should be in Form 35D. iii. Every auditor of a holding company shall also report on consolidated financial statements. Such report should be in Form 35C. 1.6 Auditor report to include additional matters as may be specified by the Federal Government (Section 255 (5) ) i. The Federal Government may, by general or special order, direct that, in the case of all companies generally or such class or description of companies as may be specified in the order, the auditors report shall also include a statement of such additional matters as may be so specified. ii. In the case of listed companies, the auditors report to the members shall include a statement of additional matters for related party transactions and transfer pricing. iii. In the case of banking company , auditors report to include any matter of substantial nature with which they may become aware of during the process of statutory audit which in the auditors opinion may have the potential to prejudice materially the interest of depositors of the bank. However till the time a comprehensive framework is developed, the auditors should report to the State Bank of Pakistan that the matters arising out of the audit have been communicated to the bank in covering letter addressed to the board and management letter, which copies may be requested from the bank. 2. INTERNATIONAL STANDARDS ON AUDITING 2.1 ISA # 200 Objective and general principles governing an audit of financial statements i. The auditors can discharge their responsibilities with confidence only when they possess the professional qualities which includes independence, integrity, objectivity, professional competence and due care, confidentiality, professional behavior and technical standards. ii. The auditor should comply with the following Code of Ethics for Professional Accountants issued by the International Federation of Accountants: a. Integrity and objectivity b. Resolution of ethical conflicts c. Professional competence

d. Confidentiality e. Tax Practice f. Activities outside Pakistan g. Publicity and advertising by Chartered Accountants h. Other occupations in which Chartered Accountants can engage without Councils permission. i. Independence j. Professional competence and responsibilities regarding the use of non-accountants. k. Fees and commission l. Clients monies m. Relations with other Chartered Accountants in practice. iii. The auditors should conduct an audit in accordance with International Standards on audit (ISA). iv. The auditor should plan and perform an audit with an attitude of professional skepticism recognizing that circumstances may exist that cause the financial statements to be materially misstated. The attitude of professional skepticism means the auditors makes a critical assessment with a questioning mind of the validity of audit evidence obtained. v. The procedures required to conduct an audit in accordance with ISAs should be determined by the auditor having regard to the requirements of ISAs , relevant professional bodies , legislation , regulations and where appropriate , the terms of the audit engagement and reporting requirements. 2.2 ISA # 210 Terms of audit engagements i. It is in the interest of both client and auditor that the auditor sends an engagement letter, preferably before the commencement of the engagement, to help in avoiding misunderstandings with respect to the engagement. The engagement letter documents and confirms the auditors acceptance of the appointment, the objective and scope of the audit, the extent of the auditors responsibilities to the client and the form of any reports. ii. On recurring audits, the auditor should consider whether circumstances require the terms of the engagement to be revised and whether there is a need to remind the client of the existing terms of the engagement. iii. The auditor should not agree to a change of engagement where there is no reasonable justification for doing so. If the auditor is unable to agree to a change of the engagement and is not permitted to continue the original engagement, the auditor should withdraw and consider whether there is any obligation, either contractual or otherwise, to report to other parties, such as the board of directors or shareholders, the circumstances necessitating the withdrawal.

iv. Auditor should also issue engagement letter before taking up the review of half yearly financial statements as per the format given in Appendix I of ISA # 910 engagements to review financial statements. 2.3 ISA # 220 Quality control for audit work i. The audit firm should implement quality control policies and procedures designed to ensure that all audits are conducted in accordance with ISAs or relevant national standards or practices, which should be communicated to its personnel in a manner that provides reasonable assurance that these are understood and implemented. ii. The objectives of the quality control policies to be adopted by an audit firm will ordinarily incorporate the following a. Professional requirement: This includes principles of independence, integrity, objectivity, confidentiality and professional behavior. b. Skills and competence of audit personnel: who have attained and maintain the professional standards required to enable them to fulfill their responsibilities with due care. c. Assignment to personnel: who have the degree of technical training and proficiency required in the circumstances. d. Delegation: there is to be sufficient direction, supervision and review of work at all levels to provide reasonable assurance that the work performed meets appropriate standards of quality. e. Consultation: Whenever necessary, consultation within or outside the firm is to occur with those who have appropriate expertise. f. Acceptance and Retention of Clients: An evaluation of prospective client and a review of existing clients, on an ongoing basis, should be conducted. In making a decision to accept or retain a client, the firms independence and ability to serve the client properly and the integrity of the clients management are to be considered. g. Monitoring: The continued adequacy and operational effectiveness of quality control policies and procedures is to be monitored. iii. The auditor should implement those quality control procedures which are, in the context of the policies and procedures of the firm, appropriate to the individual audit. 2.4 ISA # 230 Documentation (Working papers) i. The auditors should documents matters which are important in providing evidence to support the audit opinion and evidence that the audit was carried out in accordance with ISAs. ii. The auditor should prepare working papers which are sufficiently complete and detailed to provide an overall understanding of the audit. iii. The auditor should adopt appropriate procedures for maintaining the confidentiality and safe custody of the working papers and for retaining them for a period sufficient to meet the needs of the practice and in accordance with legal and professional requirements of record retention. Companies Ordinance required books of accounts of the company to be preserved in good order for not less than ten years under section 230(6) and preservation period of

other legal documents under the ordinance are mentioned under Rule 26 and Annexure K attached to Companies (Registration Offices) Regulations, 2003. 2.5 ISA # 240 The auditors responsibility to consider fraud and error i. While this ISA focuses on the auditors responsibilities with respect to fraud and error in an audit of financial statements, the primary responsibility for the prevention and detection of fraud and error rests with both those charged with governance and the management of the entity. ii. When planning and performing audit procedures and evaluating and reporting the results thereof, the auditors should consider the risk of material misstatements in the financial statements resulting from fraud and error. iii. In planning the audit, the auditor should discuss with other members of the audit team the susceptibility of the entity to material misstatements in the financial statements resulting from fraud or error. The auditors should have knowledge of fraud risk factors which are set out in Appendix to this ISA 240. iv. When the auditor identifies a misstatement resulting from fraud or a suspected fraud or error, the auditor should consider the auditors responsibility to communicate that information to management, those charged with governance and, in some circumstances, to regulatory and enforcement authorities. 2.6 ISA # 250 Consideration of laws and regulations i. When planning and performing audit procedures and in evaluating and reporting the results thereof, the auditor should recognize that noncompliance by the entity with laws and regulations may materially affect the financial statements. ii. In order to plan the audit, the auditor should obtain a general understanding of the legal and regulatory framework applicable to the entity and the industry and how the entity is complying with that framework. Further the auditor may also identify instances of noncompliance by inspecting correspondence with the relevant licensing or regulatory authorities. iii. The auditor should either communicate with the audit committee, the board of directors and senior management or obtain evidence that they are appropriately informed regarding noncompliance that comes to the auditors attention. iv. If the auditor concludes that the noncompliance has a material effect on the financial statements, and has not been properly reflected in the financial statements, the auditors should express a qualified or an adverse opinion. v. If the auditor is precluded by the entity from obtaining sufficient appropriate audit evidence to evaluate whether noncompliance that may be material to the financial statements has or is likely to have occurred, the auditor should express a qualified opinion or a disclaimer of opinion on the financial statements on the basis of a limitation on the scope of the audit. 2.7 ISA # 260 Communications of audit matters with those charged with governance The auditor should communicate audit matters of governance interest arising from the audit of financial statements with those charged with governance of an entity.

2.8 ISA # 700 The auditors report on financial statements i. The auditor should review and assess the conclusions drawn from the audit evidence obtained as the basis for the expression of an opinion on the financial statements. ii. The auditors report should contain a clear written expression of opinion on the financial statements taken as a whole. iii. The auditors report should includes (a) title e.g. auditors report(b) addressee as required by the circumstances of the engagement and local regulations e.g. members of the company (c) introductory paragraph to identify financial statements audited and a statement of the responsibility of the entitys management and the responsibility of the auditor (d) Scope paragraph to give reference to the ISAs or relevant national standards or practices and the description of the work the auditor performed (e) Opinion paragraph (f) date of the report (g) auditors address and (h) auditors signature. The contains of Auditor reports attached to the Companies (General Provisions and Form) Rules 1985 conform to these requirements of ISA. iv. In certain circumstances, an auditors report may be modified by adding an emphasis of matter paragraph to highlight a matter affecting the financial statements which is included in a note to the financial statements that more extensively discusses the matter. The addition of such an emphasis of matter paragraph does not affect the auditors opinion. v. Auditor should express qualified opinion when he concludes that an unqualified opinion can not be expressed but that the effect of any disagreement with management or limitation on scope is not so material and pervasive as to require an adverse opinion or a disclaimer of opinion. vi. Auditor should express a disclaimer of opinion when the possible effect of a limitation on scope is so material and pervasive that the auditor has not been able to obtain sufficient appropriate audit evidence and accordingly is unable to express an opinion on the financial statements. vii. Auditor should express an adverse opinion when the effect of a disagreement with the management is so material and pervasive to the financial statements that the auditor concludes that a qualification of the report is not adequate to disclose the misleading or incomplete nature of the financial statements. viii. Whenever the auditor expresses an opinion that is other than unqualified , a clear description of all the substantive reasons should be included in the report and , unless impracticable , a quantification of the possible effect on the financial statements , which is also required under the Companies Ordinance 1984 as stated in Para 1 (1.1) (iv) above. 2.9 ISA # 710 - Comparatives i. The auditor should determine whether the comparatives comply in all material respects with the financial reporting framework relevant to the financial statements being audited. ii. The auditor should obtain sufficient appropriate audit evidence that the corresponding figures and the comparative financial statements meet the requirements of the relevant financial reporting framework.

iii. When the comparatives are presented as corresponding figures, the auditor should issue an audit report in which the comparatives are not specifically identified because the auditors opinion is on the current period financial statements as a whole including the corresponding figures. iv. When the comparatives are presented as comparative financial statements, the auditor should issue a report in which the comparatives are specifically identified because the auditors opinion is expressed individually on the financial statements of each period presented. v. The incoming auditors report should state that the prior period was audited by another auditor and the incoming auditors report should indicate (a) that the financial statements of the prior period were audited by another auditor (b) the type of report issued by the predecessor auditor and if the report was modified, the reasons therefore and (c) the date of that report. vi. When the prior period financial statements are not audited, the incoming auditor should state in the auditors report that the corresponding figures and the comparative financial statements are unaudited. If the prior year unaudited figures are materially misstated, the auditor should request management to revise the prior figures or if management refuses to do so, appropriately modify the report. 3. CODE OF CORPORATE GOVERNANCE (Listed Companies only) 3.1. Half yearly financial statements prepared by the management of the entity are subjected to a limited scope review (not audit) by the external auditors. Such review should be conducted and report in accordance with ISA # 910 engagements to review financial statements. Auditors are also required to issue engagement letter. 3.2. It is the responsibility of an auditor not to engage as auditor in an entity whose shares are hold by them , their spouse or minor children unless the auditor disclose the interest to the company within 14 days of appointments and divested within 90 days thereof. 3.3. Auditor should not hold office of audit unless they have been given a satisfactory rating under the quality control review programme of the Institute of Chartered Accountants of Pakistan (ICAP) and compliant with IFACs guidelines on Code of ethics as adopted by the ICAP. 3.4 No auditor should hold office of audit over five years. If impractical then rotate the partner in charge of its audit engagement after obtaining the consent of Securities and Exchange Commission of Pakistan (SECP). 3.5 Auditor should furnish management letter to the board of director of the entity not later than 30 days from the date of audit report. 3.6 Auditor should attend the annual general meeting at which audited accounts are placed for consideration and approval of shareholders. 3.7 Auditor should not accept non-audit assignments from the company such as management consultancy, designing of accounting systems, compilation of accounts, share registrar services etc. 3.8 Auditor should review and certify the statement of compliance with best practice of corporate governance prepared by the management of the company before publication to the extent where such compliance can be objectively verified.

4. INCOME TAX ORDINANCE 2001 AND RULES 2002 4.1 Auditor should ensure that financial statements includes only explainable income and assets and those expenditures which is incurred in deriving income from business otherwise such income or asset will be added back and expenditure will not be allowed to be deducted as expense from income under section 111 and 20 (1) of the Income Tax Ordinance 2001 as a result stakeholder will suffer loss. Companies Ordinance also support it as stated in paragraph 1(1.1) (iii) (d) above. 4.2 The auditor should ensure that company account for income chargeable to tax under the head income from business on an accrual basis while other taxpayers may account for such income on a cash or accrual basis as required under section 32 and kept record as required under section 174. 4.3 Auditor should ensure completeness ,accuracy and reliability of financial statements of insurance company because under Fourth Schedule attached to the Income Tax Ordinance 2001, it is the balance of profit , disclosed by the annual accounts of general insurance business required under the Insurance Ordinance 2000 and furnished to SECP , which is taken as profit and gains for tax purpose. 4.4 The income tax return will be considered to be invalid under section 120 (2) & (4), section 114 (2) (a) and Rule 34 if the copy of audited financial statements are not attached therewith. Further such financial statements should be free from false and misleading to avoid penalties by commissioner and prosecution under section 187, 192 and 195. 4.5 The Central Board of Revenue (CBR) may appoint a firm of Chartered Accountants to conduct audit of the income tax affairs of any person and the scope of such audit shall be as determined by the CBR on a case to case basis under section 177 and commissioner may appoint expert for the purpose of audit or value under section 222, so external auditor should ensure that audit of financial statements have been conducted in accordance with ISAs to avoid dire consequences. 4.6 Every private limited company with a paid up capital exceeding Rs.500,000/- is required to furnish alongwith the income tax return a copy of balance sheet and profit and loss account and an auditors report for that year in Form 35A prepared and signed by a Chartered Accountant or a Cost and Management Accountant as per CBR circular No. 11 of 1998 dated 25 July 1998. 5. COMPANIES PROFITS (Workers participation) ACT 1968 Under clause 12 of the schedule attached to the Act, the fund accounts shall be audited annually in the same manner as the accounts of the company are audited. Such audited accounts should be furnished to the Federal Government and the Board not later than nine months after the close of every year of account as per section 3 (c). 6. COMPANIES ( ISSUE OF CAPITAL) RULES 1996 6.1 In the case of a company which owns a loan based project and proposes to raise capital through public offer should obtain certificate from external auditor certifying that sponsors subscription has been received in full and at least eighty percent thereof has been utilized in the project. 6.2 In the case of a company which owns an equity based project and proposes to raise capital through public offer should obtain certificate from external auditor confirming that:

a. the capital allocated to sponsors , foreign and local investors if any has been fully paid , and b. the land for the project has been acquired, letters of credit have been established and shipment schedule of plant and machinery has been finalized by the suppliers. 6.3 In the case of a listed company who wants to issue right share should obtain certificate from external auditor certifying that free reserve per share upto which the company may charge premium on right shares. 6.4 In the case of a listed company who wants to issue bonus share should obtain certificate from external auditor certifying that the free reserves and surpluses retained after the issue of the bonus shares will not be less than twenty-five percent of the increased capital. 7. CASES DUE TO AUDITORS IRRESPONSIBILITIES 7.1 The following cases confirms that quality control for audit work was weak and auditors have not discharged their duties with responsibilities and hence in many cases had to face charges like penalties, imprisonment, involvement in corporate scandals , libel , loss of trust , misfeasance , negligence etc : a. Newton vs. Birmingham Small Arms Co. Ltd _ 1906 b. Armitage vs. Brewer and Knot 1932 c. Arthur E. Green and Co. vs. The Central Advance and Discount Corporation Ltd. 1920 d. Leeds estate Building and Investments Co. vs. Shepherd 1887 e. London Oil Storage Co. vs.Seear , Hasluck & Co. 1904 f. Irish Woolen Co. vs. Tyson and others 1900 g. City Equitable Fire Insurance Co. Ltd 1924 h. London and general Bank Ltd. 1895 i. The Kingston Cotton Mills Co. Ltd 1896 j. Republic of Bolivia Exploration Syndicate Ltd. 1913 k. Westminster Road Construction and Engineering Co. Ltd 1932 l. Royal Mail Steam Packet Co 1931 m. Lawless vs. The Anglo-Egyptian Cotton and Oil Co. Ltd 1869 n. Weld Blundell vs. Stephens 1920 o. Enron - 2001

p. Health South Corporation 2002 q. WorldCom - 2001 r. Tyco - 2002 s. Global Crossing - 2002 t. Xerox - 2002 7.2 The significant criminal charges against auditor under the Companies Ordinance 1984 are as under: i. If any auditors report is made or any document of the company is signed or authenticated otherwise than in conformity with the requirements of section 157 , 255 or 257 or is otherwise untrue or fails to bring out material facts about the affairs of the company or matters to which it purports to relate, the auditor be punishable with fine which may extend to Rs.100,000/- if the default is willful. ii. If the auditors report to which above paragraph applies is made with the intent top profit such auditor or any other person or to put another person to a disadvantage or loss or for a material consideration , the auditor shall in addition to above penalty be punishable with imprisonment for a term which may extend to one year and with fine which may extend to Rs. 100,000/iii. Whoever in any return , report , certificate , financial statements , prospectus , books of accounts , information or explanation makes a statement which is false or incorrect in any material particular or omit any material fact knowing it to be material , shall be punishable with fine not exceeding Rs. 100,000/- under section 492. CONCLUSION The responsibilities of an auditor are many as stated above and the stakeholders, which includes shareholders, investors, creditors, regulators, tax and other authorities, employees, debtors, general public etc., have great expectations from the auditors. There is no doubt that the auditors opinion enhances the credibility of financial statements by providing a high, but not absolute, level of assurance that such financial statements are free from material misstatement. Absolute assurance in auditing is not attainable as a result of such factors as the need for judgment, the use of testing, the inherent limitations of any accounting and internal control systems and the fact that most of the audit evidence available to the auditors is persuasive rather than conclusive in nature. The cases listed above confirms that the audit cases due to negligence and misfeasance have occurred throughout the last 150 years or so and so-called corporate scandals committed in 2001 and onward like Enron and WorldCom are not something new or unique in this regards. One can observe from the latest so-called corporate Scandals that the type of fraud committed in these scandals will never occur in Pakistan due to the following reasons: The management of these companies have inflated their revenues and profits by billions of dollars to cheat their shareholders. In Pakistan, this situation is generally reversed as the management of Pakistani companies prefers to understate their revenues and profits to evade income tax and sales tax.

The Chief Financial Officers (CFO) of these companies were non- professional accountants like the CFO at Enron was MBA, the CFO at WorldCom had a business administration degree and that of Global Crossing had a doctorate in finance and public policy. The professional accounting training, qualification and experience instills a respect for numbers and a deeper understanding of accounting and financial reporting standards. On the other hand, it is felt that MBA, as a head of finance, stresses creativity and focuses on financing activities. It is this lack of knowledge of fundamental accounting issues and reporting standards that has many such CFOs in such a difficult position when managing corporate earnings. There is a high risk that financial statements which have been audited and have not been printed and published by incorporating the annual report, have no direct or indirect link with the relevant auditors report as auditors sign the auditors report only with the strong belief that the responsibility for the preparation and presentation of attached financial statements are that of the management of the company. The stakeholders are not comfortable with this attitude of the auditors because the financial statements, which are attached with auditors report, may be changed by the management when submitted to the stakeholder e.g. creditors etc, with incorrect numbers and disclosures. This attitude of the auditors and the decision of ICAP is the big departure from the core responsibility by loosing credibility and creating rooms for occurrence of corporate scandals in Pakistan. I recommend that stakeholders of such type of companies, who do not print and publish annual reports, should be asked by SECP to get audited financial statements along with auditors report, in original directly from office of the auditors against payment of stationary charges legally. Note: The views expressed in this article are solely of the author and Accountancy may or may not agree with them. The author, Syed Imtiaz Abbas Hussain is a fellow member of the Institute of Chartered Accountants of Pakistan. He can be contacted atinahat@cyber.net.pk Article courtesy of Syed Imtiaz Abbas Hussain

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