forces of changes presentation

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Forces of Change Don H. Hansen Health Care Services Partner [email protected] 425.303.3013

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Page 1: Forces of Changes Presentation

Forces ofChange

Don H. Hansen

Health Care Services [email protected]

425.303.3013

Page 2: Forces of Changes Presentation

A Period Of Challenges

• Enron, WorldCom, Tyco, et al

• Financial restatements

• Corporate bankruptcies

• Confidence in US financial reporting system shaken

Page 3: Forces of Changes Presentation

The Response?

• Legislative action

• Increased regulation – Federal

– State

• Financial reporting changes

• New audit standards

Page 4: Forces of Changes Presentation

Sarbanes-Oxley Act of 2002

• Applicable to “Issuers” (those filing with the SEC)• Revises governance standards• New responsibilities on executives and boards• Adds new disclosure requirements• Documentation and testing of controls (Sec. 404)• Increases audit committee responsibility• Creates new federal crimes related to fraud• Significantly increases criminal penalties for violations

of the securities laws• Creates Public Company Accounting Oversight Board

Page 5: Forces of Changes Presentation

State Laws / Regulations

• Over 20 accounting reform proposals in 13 states

• Another 10 proposals on corporate accountability

• Other activity ongoing outside of the state legislative / regulatory arena

Page 6: Forces of Changes Presentation

Washington State

• Board of Accountancy requesting comments on changes to auditor independence rules

• Essentially adopting parts of Sarbanes-Oxley– CPA firm must rotate audit partner every 5 years

– Can’t audit a company where CEO/CFO/Chief Accountant was recently employed by CPA firm

– Prohibit certain non-audit services

• SAO will apply GAO independence standards

Page 7: Forces of Changes Presentation

An ethics code cannot replace

a backboneJeffrey L. SeglinNew York Times

Page 8: Forces of Changes Presentation

Changes to Financial Reporting

• Changes to governmental reporting as well– Not driven by financial reporting scandals

– Focus on clarifying government financial information

• Governmental Accounting Standards Board GASB #34 – Financial reporting by state and local governments – Significant impact on statements

– Adds required supplemental information to the statements• management discussion and analysis much like SEC filings• Other information required

– Will add complexity to your statements

Page 9: Forces of Changes Presentation

Changes to Audit Standards

• Public Company Accounting Oversight Board (PCAOB)– Will set standards for audits of publicly traded

companies

• Significant changes from the AICPA for all audits

• New fraud auditing standard this year (SAS 99)– Significant increase in auditor’s investigation of fraud

– Increase in audit time estimated from 10% to 25% over historical audit hours

Page 10: Forces of Changes Presentation

How Far Should It Go?

• Changes have primarily focused on publicly traded companies– Personal gain was driving the fraud

• Some suggest Sarbanes-Oxley should apply to all companies

• Questions: – What problem are we trying to fix?

– Is the cost worth the potential benefit?

– Do hospital’s need an audit committee?

Page 11: Forces of Changes Presentation

Cost of Regulation

• Hospitals are already heavily regulated

• Will now have increased cost from regulation of financial reporting– GASB #34 - increases complexity

– Fraud auditing standard - increases audit time

– Independent auditors required to follow Generally Accepted Governmental Auditing Standards (GAGAS) – increased annual education for CPA

– Auditor rotation? – start up costs of new auditors

Page 12: Forces of Changes Presentation

How Far Is Far Enough?

• Definitely need to improve confidence in financial reporting

• Audit independence standards should be strict

• Mandatory rotation of auditors– Will lead to increased cost

– Reduced understanding of client issues

– Likely result in more audit failures, not less

• Where should the focus lie?

Page 13: Forces of Changes Presentation

Focus On The Process

• Financial reporting is about internal controls– Control Environment - Risk Assessment

– Information and - Control Activities Communication

– Monitoring

• Audits happen after the fact

• Good financial reporting results from day to day activities and regular oversight

Page 14: Forces of Changes Presentation

How Do You Improve Process?

• When the big 3 auto makers had to improve quality, they didn’t just do more inspections once the car was built – they made quality the part of the entire process

• Accurate financial reporting has to be part of the everyday way of doing business

Page 15: Forces of Changes Presentation

How Do You Improve Process?

• If you want to improve quality, you don’t put emphasis just on inspections done at the end.

• Integrity has to be a part of the entire organization.

• It changes how you deal with vendors, suppliers, and customers. It should impact how employees interact, the message administration sends, the message sent to middle managers and employees.

• It takes Board commitment.

Page 16: Forces of Changes Presentation

Board Involvement

• Central to Sarbanes-Oxley is increased Board oversight via an audit committee– Requires a financial expert who understands

the financial and accounting issues

• Difficult to have with elected officials– Can an audit committee be effective?

– They should be asking the right questions

– They need to be educated and informed

Page 17: Forces of Changes Presentation

How Are CPA Firms Changing?

• The CPA industry got a wakeup call

• The profession was founded on ethics and integrity

• We have a responsibility to the public

• Many lost sight of that responsibility

• The AICPA will enhance discipline of members who don’t follow standards– Increased use of termination from public practice

Page 18: Forces of Changes Presentation

AICPA Efforts

• Improved peer review process (audits of the auditors)

• Center for Audit Committee Effectiveness• Developing and anti-fraud and corporate

responsibility program– Rebuild investor confidence– Re-establish audited financial statements as a clear

picture window into corporate America– Reduce the incidence of financial fraud

Page 19: Forces of Changes Presentation