The existing independence rules, for example, attribute to an accounting firm the investments of widely dispersed partners and professional employees regardless of whether those partners or professional employees rendered any services to the audit client. The proposed rule also defines a covered person to include any other partner, principal, or shareholder from an "office" of the accounting firm that participates in a significant portion of the audit.24 As discussed above, we believe the "chain of command" concept, as modified by our comments, captures all individualsoutside the audit engagement team that could possibly influence an audit and obviates any need to include within the definition of covered persons an "office" concept. The entries for "Dow Technology" and "Hassan Dow" were added to the Entity List on February 23, 2016 . But they are not alone in safeguarding the audit process, and the other fiduciaries charged in this case failed to fulfill their roles and preserve investor confidence.. 2023. Do not delete! Given the way in which business is conducted and people communicate today, the "physical proximity" denoted by the address on one's business card does not necessarily equate to "frequent contact" with others sharing that address. 106-102, 113 Stat. Note that unlike your spouse, spousal equivalent and dependents, when it comes to Close Family Members, if you are not aware of these situations, you are not required to ask. Although we believe that restrictions on certain direct financial interests in an audit client, such as loans and certain credit card balances, are warranted, many of the "other financial interests" in audit clients identified in proposed rule 2-01(c)(1)(ii) are not the type of financial interests that would impair independence. is not reflected in the text of the proposed rule. For information, contact Deloitte Global. Non-Audit Services, 4. items marked with an asterisk (*) are common in India. See how we connect, collaborate, and drive impact across various locations. In the United States, Deloitte refers to one or more of the US member firms of DTTL, their related entities that operate using the "Deloitte" name in the United States and their respective affiliates. The proposed definition of the "chain of command" would unnecessarily include many individuals who have no direct or indirect responsibility or influence over the audit and who would not be in a position to influence members of the audit engagement team. A domestic partnership has been declared by the parties for joint coverage under an employer health and welfare benefit plan. potential conflicts regarding restricted investments are identified. As a practical matter, third parties will likely sever or avoid these relationships, rather than comply with the independence rules. We also believe that the modificationsdiscussed below would further the Commission's objectives to modernize the independence rules. Those license requirements are independent of, and in addition to, license requirements imposed elsewhere in the EAR. 4 to part 744 of the EAR) identifies entities for which there is reasonable cause to believe, based on specific and articulable facts, that the entities have been involved, are involved, or pose a significant risk of being or becoming involved in activities contrary to the national security or foreign policy . The SECs investigation was conducted by James J. Bresnicky and Brian M. Privor, and supervised by J. Lee Buck II. As discussed below, we believe that this modified "chain of command" or "position to influence" concept makes the inclusion of an "office" concept unnecessary. Such a result would undermine any hope that the proposed rule would provide clear guidance that would allow accountants, clients, and other persons affected by the proposed rule, to understand the prohibited interests and relationships with respect to audit clients. Broker-dealer/securities accounts (including Demat accounts*, retirement (IRA), health savings accounts, and trust accounts). APB Opinion No. You can learn more about independence for candidates, independence for spouses,and review a list of common independence topics. Please enable JavaScript to view the site. Third, the proposed definition unnecessarily includes all professionals providing non-audit services to an audit client. They also agreed to settle the charges. Please see www.deloitte.com/about to learn more about our global network of member firms. There is no need to include all such professional employees as "covered persons" if they in fact are not, and will not be consulted, by the audit engagement team.28, 4. expected future amounts of such income, the reference point for materiality The Use Of The "Office" Concept Does Not Provide A Useful Framework For Determining Who ShouldBe A "Covered Person". When adding a new entity does the Firm Contribution Tool assign a temporary GMF ID? Deloitte Global supports Deloitte firms with on-going independence consultation, enabling continuous enhancements to global policies, procedural expectations, tools and practice support activities. Maintaining independence in fact and appearance is a professional obligation to which all Deloitte people must adhere. While registrants are also required to disclose the nature and financial impact of a business combination under the FASBs accounting standards, the SECs requirements are significantly more detailed and can result in considerable financial reporting responsibilities regardless of whether a company acquires businesses frequently or only occasionally. activated.+++ DO NOT USE THIS FRAGMENT WITHOUT EXPLICIT APPROVAL FROM THE CREATIVE The entry for Modest Marketing LLC was added to the Entity List on January 26, 2018 . Deloitte frequently serves the same clients in multiple jurisdictions. For example, under the proposed rule an accounting firm's independence would be impaired if a first year New York office staff accountant with no involvement in the audit has a spouse who beneficially owns 5.1% of theequity securities of a public audit client that is controlled by unrelated third parties and is audited by personnel in the firm's Los Angeles office. . We believe that this is both unnecessary and contrary to the public interest. "30 Footnote 131 cites to section 602.02.b.iii. The Release states that the definition of covered persons includes partners from an "office" that participate in a significant portion of an audit because: We disagree with this reasoning. The Proposed Business Relationship Rule, IX. Newly hired professionals frequently need to take one or more of the following actions: Below is only a partial list, but it represents common financial relationships and scenarios that are subject to reporting and/or ongoing monitoring and some may require divestiture to comply with independence policies if you are employed at Deloitte. We urge the Commission to simply allow existing AICPA guidance to govern this area and not adopt this proposal. carrying amount of investment in and advances to the subsidiary or investee The Entity List specifies the license requirements that it imposes on each listed person. This is not mandatory for brokerage/Demat accounts held in India. Time will be needed for covered persons and their family members to unwind financial interests or employment relationships. To the Securities and Exchange Commission, Mr. Donald J. Kirk (the Independent Reporter), Deloitte & Touche LLP, Ernst & Young LLP, KPMG LLP, and PricewaterhouseCoopers LLP: We have reviewed the design, implementation, and operating effectiveness of the systems, procedures, and However, the inability to participate in the employee benefit plan is a substantial penalty to immediate family members. DTTL and each of its member firms are legally separate and independent entities. Be A "Covered Person", 3. For example, there could be two partners who are assigned to the same office: Partner A is a mutual fundspecialist and Partner B is a healthcare specialist, and both only participate in, and consult on, audits of clients in their industry; yet under the proposed rule, neither partner could have an investment in any of the other partner's clients because they are assigned to the same office. What does 20% controlling influence mean? It's pretty confusing at first, but basically certain companies are restricted in owning shares in or using certain companies because of the relationship that Deloitte has with that company. Second, the proposed definition uses an overbroad and unworkable definition of the term "office" that would include as covered persons partners who have absolutely no involvement with the audit and therefore no ability to influence the audit; indeed, with a more focused definition of "chain of command," the "office" concept becomes unnecessary. In the event that the audit client is a fund entity or the investment advisor of a fund entity, we believe the proposed rule would unnecessarily preclude covered persons who are not on the audit engagement team from investing in non-client sister funds. service team restrict access to other Deloitte employees? 5110.1 An entity that is not an investment company, asset-backed issuer or majority-owned subsidiary of a parent that is not a smaller reporting company qualifies as a smaller reporting company based on the following criteria: Public float of less than $250 million. Boynton did not identify his business relationship with Deloitte Consulting in response to a question calling for identification of his principal occupation(s) and other positions. Relying on his understanding that Deloitte Consulting was a separate legal entity from Deloitte, Boynton also did not identify the business relationship in his responses to a question added to the questionnaire in 2009 inquiring whether he had any direct or material indirect business relationship with Deloitte. Although there is no evidence of any threat to independence in this situation, the proposed rule presents the dual-career couple with the choice ofselecting a potentially less attractive insurance option or changing the status, role, or location of the auditor, which in many cases would be impractical. Please see www.deloitte.com/about to learn more about our global network of member firms. We pride ourselves in focusing on doing not only what is good for business, but what is good for our people, and the communities in which we live and work. To take your skills to the next level, these additional resources will be a big help: A free, comprehensive best practices guide to advance your financial modeling skills, Get Certified for Capital Markets (CMSA). Transforming technical accounting, governance, and controllership, Benefits and challenges of non-GAAP reporting. The Proposed Exception Should Cover Situations A bright-line threshold of five percent applicable to all firm employees and their family members would create an undue burden . 3, "Employment with Audit Clients," directly addresses the provisions of the proposed rule relating to an auditor's employment with audit clients. Add an Entity . Although we believe that it is unnecessary to include uninvolved partners as covered persons, at a minimum the proposed rule should provide an exception for stock compensation offered under employer-sponsored benefit plans for immediate family members of uninvolved partners. Washington, D.C. 20549 Tracking & Trading SystemAn internal tool to help you monitor your compliance with independence requirements related to certain personal investments and financial relationships. proportionate share of the client subsidiary's or investee's total assets is This will not be the case in all situations. Deloitte Platforms Navigation. Release, 65 Fed. See how we connect, collaborate, and drive impact across various locations. Section 210.1-02(b) of Regulation S-X defines an "affiliate" as any "person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the person specified." 18 recognizes that "an investment of 20% or more of the voting stock of an investee should lead to a presumption that in the absence of evidence to the contrary an investor has the ability to exercise significantinfluence over an investee. appropriate scope of services. The Definition Of "Covered Persons In The Firm" However, in other respects the definition is both overbroad and under inclusive. Rather, consistent with our proposeddefinition of "affiliate of the audit client," independence should be required only with respect to those non-client non-fund entities that are material to the audit client.66. Although no one factor will necessarily indicate the existence of a Spousal Equivalent relationship, factors to be considered in making such determinations include the following: Deloitte Entity Search and Compliance (DESC) SystemAn internal system that, among other things, contains information regarding entities that are restricted for independence purposes. List of Companies (Corrected) A | B | C | D | E | F | G | H | I | J | K | L | M | N | O | P | Q | R | W | T | U | V | W | X | Y | Z | : 3Com Corp 3M Company A.G . 20% is the rule for significant influence and the independence Close family members of partners who are not covered persons. Consider contacting Independence Compliance Onboarding if you are aware of a Close Family Member who has one of the following situations: a financial interest in a company that is material to his/her net worth or employment in an accounting, financial reporting or other significant role at a company. The Release explains that the term "significant influence" should be determined in light of the guidance in Accounting Principles Board ("APB") Opinion No. Certain services may not be available to attest clients under the rules and regulations of public accounting. When considering whether to accept a new client or a new engagement at an existing client, each Deloitte firm must take into account the independence requirements in all applicable jurisdictions. 79.31 Section 602.02.b.iii. The Quality Controls Provisions Should Be Modified, XI. The Commission's proposed rule governing financial and employment relationships between auditors and their family members and audit clients represents a significant step towards modernizing the independence rules. We believe that the materiality determination should be based upon a comparison of the auditor's or accounting firm's proportionate interestof the investment in the audit client with the net worth of the auditor or the accounting firm at the time of the investment.33. It combines the SECs guidance on reporting for business acquisitionsincluding acquisitions of real estate operations and pro forma financial informationwith Deloittes interpretations (Q&As) and examples in a comprehensive, reader-friendly format. This capability would support the concept of continuous auditing and promote the use of more sophisticated auditing techniques on a broader scale and consistent basis. Deloitte confirmed that Stephen Peers and the West End and City leasing teams, as well as Tony Guthrie and the Lease Advisory team and Mike McChesney and the Dilapidations team will move to Gerald Eve. Representation on Independence, Ethics and ComplianceA personal declaration or statement regarding the facts and circumstances associated with the various financial or other relationships you, your spouse or spousal equivalent, and certain family members may have that directly impact the ability of the Deloitte US Firms to conduct business. Deloitte offers a tailored suite of services geared toward public entities who file with the SEC and private ones considering an initial public offering (IPO) or engaging with public counterparts. some other service that could compromise our independence. [and] to avoid imposing unnecessary independence restrictions on a partner or managerial employee with only nominal involvement with the client and little risk of impacting the audit. We do not believe that insurance coverage impacts auditor independence. Deloitte is made up of firms that are members of Deloitte Touche Tohmatsu Limited (also referred to as "Deloitte Global"), a private company limited by guarantee, incorporated in England & Wales. We also recommend that the 30-day divestment period should commence when the auditor has: (1) actual knowledge of the gift or inheritance; and (2) the right to dispose of it. See 65 FR 43,160. The proposed rule provides an exception for the following loans obtained from a financial institution under its normal lending procedures, terms and requirements: (1) automobile loans and leases collateralized by the automobile; (2) loans fully collateralized by the cash surrender value of an insurance policy; (3) loans fully collateralized by cash deposits at the same financial institution; and (4) a mortgage loan collateralized by the accountant's primary residence provided the loan was not obtained while the borrower was a covered person in the firm or an immediate family member of a covered person in the firm. Proposed rule 2-01(c)(5) provides that an accountant is not independent if the accountant provides any services to the audit client or an affiliate of an audit client for a contingent fee. 18 17. However, as discussed in our comment letter on the scope of services provisions of the proposed rule, the appearance of auditor independence varies from country to country.48 What may appear to present an independence issue in one country may be perfectly acceptable, or even required, in another country. Explore Deloitte University like never before through a cinematic movie trailer and films of popular locations throughout Deloitte University. B. Influence (ownership 20-50%)/ Immaterial (<5%) ( I ). The proposed rule to the extent it, in effect, requires firms to adopt specified quality control procedures raises substantial issues concerning the Commission's authority. The proposal on savings and checking accounts also does not give adequate consideration to business practices in other countries. See Terms of Use for more information. From determining the financial statements required for an acquisition to the creation of pro forma financial information, complying with Securities and Exchange Commission (SEC) rules and regulations can be difficult. 1971). The expertise and subject matter knowledge we have developed through our audit services is valuable to the success of such an initiative in the new economy. Insert Custom HTML fragment. The proposed definition of an "investment company complex" also would include non-client sister funds. This proposed rule provides that an accountant's independence will not be impaired in the following circumstances: (B) New Audit Engagement. Meaningful Protection With Certain Modifications. The proposed rule should also grandfather all collateralized loans obtained from a financial institution under its normal lending procedures, terms and requirements. Proposed Rule 2-01(c)(2)(ii) provides that an accountant is not independent when a "close family member of a covered person in the firm is in an accounting or financial reporting oversight role at an audit client or an affiliate of an audit client, or was in such a role during any period covered by an audit for which the covered person in the firm is a covered person." This construction provides a more meaningful framework because it appropriately restricts the investment of individuals based on the particular person's ability to influence the audit, or based on whether a particular investment could create an appearance issue. . for all of the entities in the family tree is critical for providing the This information will assist you in determining whether or not acquiring or having certain financial relationships would create a potential independence issue. Deloitte refers to one or more of Deloitte Touche Tohmatsu Limited, a UK private company limited by guarantee ("DTTL"), its network of member firms, and their related entities. It is also not a substitute for consulting with Deloitte professionals on complex transactions and SEC reporting matters. Financial Modeling & Valuation Analyst (FMVA), Commercial Banking & Credit Analyst (CBCA), Capital Markets & Securities Analyst (CMSA), Certified Business Intelligence & Data Analyst (BIDA), Financial Planning & Wealth Management (FPWM). I am the Responsible Party for a US SEC Registrant that is not listed in the FCT, nor in the Responsible Party assignments email attachment. The SEC is not an exchange, so "listed" isn't the correct term here. Significant Covered Person Cannot Dispose Of The Financial Interest. "27 However, the professional personnel in accounting firms who would be responsible for providing consulting and other non-audit services, and who are likely to be consulted by the audit engagement team, would be partners and managerial employees, not all of the professional personnel who provided such services. entities within a family tree? "80 We believe that this "catch-all" is unnecessary and adds more uncertainty about what precisely the proposed rule prohibits. 9,135 and 9,136 (1998). DTTL (also referred to as "Deloitte Global") does not provide services to clients. Reg. "43 These "other financial interests" include: (1) loans; (2) savings and checking accounts; (3) broker-dealer accounts; (4) futures commission merchant accounts; (5) credit card balances; (6) insurance products; and (7) any investment in an investment company complex. These independence policies and procedures are designed to help Deloitte professionals understand and meet independence standards and regulatory requirements to achieve excellence in service delivery. For more information about Crowe LLP, its subsidiaries, and Crowe Global, . Should Include Certain Leased Personnel, III. To learn more, please read our Integrity Helpline FAQs. Comment Letter of Deloitte & Touche on the Proposed Revision Deloitte Entity Search and Compliance (DESC) System -An internal system that, among other things, contains information regarding entities that are restricted for independence purposes. non-client and its carrying amount of investments in and advances to the client An issuer is an entity whose securities are registered under section 12 of the Exchange Act or that is required to file reports under section 15(d) or that files or has filed a registration statement that has not yet become effective under the Securities Act of 1933 (the "Securities Act") and that it has not withdrawn. . Following the text of the proposed rule to its logical conclusion, the investments enumerated in (1) and (2) would be material indirect investments. The Proposed Exception Should Cover Situations When The Gift Or Inheritance Is Immaterial And TheCovered Person Cannot Dispose Of The Financial Interest, B. 1338 (1999). DTTL (also referred to as "Deloitte Global") does not provide services to clients. . An SEC restricted entity is an audit client and its related entities, where the audit client is subject to the regulation of the US Securities Exchange Commission (SEC), such as when the audit client files its financial statements with the SEC. The SEC definition of a promoter includes a founder of the company who is still with the company, or holds at least 10% of any class of its securities. Certain Persons To Focus On Significant Influence Or Control. Title: Investment policy for partners of KPMG (the . APB Opinion No. "11 The Release does not explain how such a mutual interest could impair an auditor's independence, particularly if the revenue derived from the relationship is not significant to the firm. The proposed rule is also both underinclusive and overinclusive because it encompasses financial interests which would not impair independence, while allowing other financial interests that may impair independence. This information will assist you in determining whether or not acquiring or having certain financial relationships would create a potential independence issue. are owned by the firm," is based generally on the provisions in Section 2(a)(3) of the Investment Company Act of 1940 (the "Investment Company Act") and on the definition of affiliate in Regulation S-X. For example, in many countries, the holding of bank accounts, insurance policies and loans issued by audit clients are not perceived as impairing an auditor'sindependence, provided they are obtained in the ordinary course of business, and under normal terms and conditions.50. Finally, the proposed rule should make it clear that this approach also includes similar insurance coverage in foreign countries. Exceptional organizations are led by a purpose. However, the Release does not explain why a definition found in the Investment Company Act is applicable to auditor independence. Proposed rule 2-01(c)(1)(i)(A) would prohibit any investment in an audit client or an affiliate of the audit client by covered persons and their immediate family members. 3. As a result, certain registrants, and investors, would lose the benefit of the expertise of these retired partners. Proposed rule 2-01(c)(1)(ii)(A). The system then monitors these entities against the restricted entity list and informs you if there is a potential exception or conflict. Boynton agreed to pay disgorgement of $30,000 plus prejudgment interest of $5,329 and a penalty of $25,000. This model includes all individuals having any supervisory responsibility, or other control, over the conduct of an audit, review or attestation engagement. We respectfully request that the Commission consider the changes suggested in this letter which would substantially address our concerns with the proposed rule governing financial and employment relationships. Cultivating a sustainable and prosperous future, Real-world client stories of purpose and impact, Key opportunities, trends, and challenges, Go straight to smart with daily updates on your mobile device, See what's happening this week and the impact on your business. To add an entity, click on add it here on the "Entity Search" screen, or select "Add an entity" under the Entity Administration menu item. The Proposed Rule Should Not Restrict The Employment Relationships Of The Close Family Members Of Uninvolved Partners, B. Professionals who are employed by Deloitte are required to comply with our independence policies. The Provision Allowing The Commission To Look To "All However, this is not entirely clear considering the inclusion of the accounting firm as a "covered person" for purposes of the proposed rule. 2023. This proposed rule uses the same definition of covered persons applicable for "investments in audit clients" in proposed rule 2-01(c)(1)(ii), even though the delineated "other financial interests" are not of the same nature as investments in audit clients, which are more likely to cause an independence concern. We agree that the proposed rule should recognize situations in which an accountant might be deemed to lack independence due to events beyond his or her control, such as the receipt of a financial interest through inheritance or gift. These relationships are beneficial to investors, audit clients and the public. For example, an automobile insurance policy obtained in the ordinary course of business, and under normal terms and conditions, from an audit client will not impair independence. However, consistent with our comments on broker-dealer accounts, this proposed rule should provide a safe harbor for accounts held by the accounting firm or members of the audit engagement team where the value of the assets in the account do not exceed, by a material amount, the private insurance coverage established on the account. We suggest that this proposed rule be expanded given that an accounting firm's independence will not be impaired if a member of the audit engagement team has a brokerage account with immaterial assets in excess of SIPC coverage. Under the proposed rule, an accounting firm's independence would be impaired if an uninvolved partner's spouse, who works for an audit client in a non-restricted role, receives matching amounts in the client's common stock for his or her contributions to a 401(k) plan. Can I change data for any entity on the FCT? Spouses, spousal equivalents, or dependents former and/or current 401(k) plans or any other employee benefit plan (including pension, stock option, profit sharing, and stock purchase plans). The services of these retired partners are now in demand more than ever because of the new self-regulatory organization rules adopted at the Commission's urging which require the members of audit committees to be financially literate, with one member having accounting or related financial management expertise.74. Please enable JavaScript to view the site. The definition of "covered persons in the firm" is overbroad in its inclusion of all professionals who provide consulting or other non-audit services tothe audit client.26 The Release states that these professionals are included "because the auditing literature, quite appropriately, directs the audit engagement team to discuss certain matters with the firm personnel responsible for providing such services to that client. A. Close family members (other than immediate family members) of the members of the audit engagement team. Indeed, the current independence rules appropriately recognize that materiality is relevant in determining whether independence is required. A partner who is a covered person can hold bank deposits in a non-SEC audit client or assurance client (in both cases related entities included) as long as these products have been agreed upon at business conditions . Do not delete! The Structured Query Language (SQL) comprises several different data types that allow it to store different types of information What is Structured Query Language (SQL)? rules follow that logic. This box/component contains code needed on this page. used in the calculation described above. Such an exception should apply to all employer-sponsored benefit plans, such as 401(k) plans; matching share plans; restricted stock plans; stock purchase and award plans; and stock option plans.

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