Securities and Exchange Commission Chair Gary Gensler made the stunning decision Friday to remove William Duhnke III as chairman of the Public Company Accounting Oversight Board. Further, the SEC is planning to seek candidates to fill all five board positions at the PCAOB as part of a full-scale overhaul.
It was just over three years ago that the SEC cleaned house at the PCAOB in the wake of the KPMG cheating scandal. Former Chair Jay Clayton then appointed Duhnke to lead the audit regulator, and since then, the supposedly independent organization has become a frequent target for partisan criticism.
With no requirements for the Board to feature a certain number of members from each political party—the only mandate is two members must be certified public accountants (CPAs)—Gensler and the SEC have the chance to staff the organization with a decidedly Democratic majority.
What might such a Board look to accomplish? Here are a few key areas to watch:
Stricter oversight of the Big Four: A report from the Project on Government Oversight (POGO) in September 2019 criticized the PCAOB as doing a “feeble job” protecting investors.
The group studied enforcement orders the PCAOB issued since it was formed under the 2002 Sarbanes-Oxley Act and said the Board has collected fines that amount to “figurative pocket change” for the Big Four. At the time of the report, KPMG, Deloitte, PwC, and EY had paid a combined $6.5 million in fines over more than 16 years in connection with PCAOB actions.
The report also slammed the PCAOB for focusing more of its enforcement activity on smaller firms. At the time of POGO’s research, 18 of 302 total enforcement actions had come against Big Four firms and their auditors.
“We need the PCAOB now more than ever,” the group stated.
Increased transparency: A Wall Street Journal report in October 2019 detailing whistleblower allegations of a culture of fear and retaliation at the PCAOB prompted Democratic lawmakers to chide the organization’s “alarming lack of transparency.”
Sherrod Brown (Ohio) and Jack Reed (R.I.), both members of the Senate Banking Committee, wrote a letter to Clayton questioning how the SEC oversees the PCAOB.
“It appears that the Commission believes additional oversight of the PCAOB is necessary. Given the whistleblower letter, concerns about oversight, and other issues highlighted in the Journal article, we agree,” the senators wrote to Clayton. “Now it is incumbent on you as Chair to explain how you determined that need and describe how such oversight will be conducted.”
Scrutinized by the senators was the SEC’s appointment of former Chairman Harvey Pitt to review the PCAOB’s governance and announcement that Commissioner Hester Peirce would lead the SEC’s coordination efforts with the PCAOB. Those plans will likely be discontinued under Democratic leadership, if they haven’t been already.
A letter Sens. Elizabeth Warren (D-Mass.) and Bernie Sanders (I-Vt.) sent to Gensler last month criticized the PCAOB under Duhnke for excluding advisory groups and investor advocates from participating in its policymaking processes. “Reversing the damage done by the previous administration and appointing Board members who are committed to ensuring the integrity of the auditing process and our capital markets is an urgent matter, and we urge you to move quickly to do so,” the senators wrote.
Whistleblower program: The Democratic-led House in September 2019 approved the creation of a whistleblower program at the PCAOB. The bill, H.R.3625, was received in the then-Republican-led Senate, where it stalled out.
Congress revisiting the bill could be a possibility if the PCAOB’s new leadership calls for enhanced protection for whistleblowers. Given the 2019 WSJ report, along with a lawsuit filed in April by the former chief risk officer of the PCAOB who alleged she was subjected to a campaign of harassment and discrimination before she was unlawfully fired because she is Chinese and a supporter of the Democratic Party, this would be a likely area of interest.
A PCAOB whistleblower program would be expected to mirror the successful program currently in place at the SEC.