Rule amendments proposed by the Public Company Accounting Oversight Board (PCAOB) on Tuesday would enable the agency to penalize individual auditors more easily when their conduct is deemed to have contributed to violations by their firms.
The changes to PCAOB Rule 3502, “Responsibility Not to Knowingly or Recklessly Contribute to Violations,” won’t affect auditors who are already doing what they should be doing, warned PCAOB Chair Erica Williams in a statement. Requirements are already in place from the PCAOB and Securities and Exchange Commission for auditors to exercise reasonable care when they perform an audit.
But the proposal would make important clarifications to the PCAOB rule, including by updating the threshold for liability from “recklessness” to “negligence.” Individuals would still need to be found to have contributed to the firm’s violation both “directly and substantially” to be held liable, the agency noted.
Another change would be to establish associated persons of any registered firm can be held liable for contributing to the violations of any registered firm when negligent conduct contributes to violations.
The purpose of the amendments is to “ensure there are consequences when associated persons of PCAOB-registered firms contribute to violations committed by registered firms, which can put investors at risk,” said Williams.
The proposed changes are the latest by the agency as it seeks to modernize many of its standards first introduced around the time of its formation in the early 2000s. Some of the changes have related directly to the role of the auditor, including a June proposal that would require those professionals to enhance scrutiny toward potential instances of company noncompliance, including fraud, in their work.
While firms are responsible for performing high-quality audits, they are “not making the decisions and taking the actions that result in quality control failures on their own—people are making these decisions and taking these actions,” said Williams.
Auditors are “highly trained professionals, with specialized skills and ethical duties who are licensed and paid to carry out duties solely entrusted to them,” she said. “When they fail to exercise the reasonable care or competence entrusted to their profession, and that failure directly and substantially contributes to a violation by a firm, investors expect there to be consequences. Investors deserve accountability.”
Comments on the PCAOB’s proposal are due by Nov. 3.
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