INTRODUCTION

 

• The APB issues Ethical Standards which set out the standards that auditors are required to comply with in order to discharge their responsibilities in respect of their integrity, objectivity and independence.

The Ethical Standards 1 to 5 address such matters as:

• How audit firms set policies and procedures to ensure that, in relation to each audit, the audit firm and all those who are in a position to influence the conduct and outcome of an audit act with integrity, objectivity and independence;
• Financial, business, employment and personal relationships;
• Long association with the audit engagement;
• Fees, remuneration and evaluation policies, litigation, gifts and hospitality;
• Non-audit services provided to audited entities.

 

These Ethical Standards apply to all audit firms and to all audits and must be read in order to understand the alternative provisions and exemptions contained in this Standard.

 

• The APB is aware that a limited number of the requirements in Ethical Standards 1 to 5 are difficult for certain audit firms to comply with, particularly when auditing a small entity. Whilst the APB is clear that those standards are appropriate in the interests of establishing the integrity, objectivity and independence of auditors, it accepts that certain dispensations, as set out in this Standard, are appropriate to facilitate the cost effective audit of the financial statements of Small Entities (as defined below).

 

• This Standard provides alternative provisions for auditors of Small Entities to apply in respect of the threats arising from economic dependence and where tax or accounting services are provided and allows the option of taking advantage of exemptions from certain of the requirements in APB Ethical Standards 1 to 5 for a Small Entity audit engagement. Where an audit firm takes advantage of the exemptions within this Standard, it is required to:
• take the steps described in this Standard; and
• disclose in the audit report the fact that the firm has applied APB Ethical Standard – Provisions Available for Small Entities.

 

4      (i) In this Standard, for the UK a ‘Small Entity’ is:

• any company, which is not a UK listed company or an affiliate thereof, that qualifies as a small company under Section 382 of the Companies Act 2006;
• where group accounts are produced, any group that qualifies as small under Section 383 of the Companies Act 2006;
• any charity with an income of less than the turnover threshold applicable to small companies as identified in Section 382 of the Companies Act 2006;
• any pension fund with less than 100 members (including active, deferred and pensioner members)^[1];
• any firm regulated by the FSA, which is not required to appoint an auditor in accordance with chapter 3 of the FSA Supervision Manual which forms a part of the FSA Handbook^[2];
• any credit union which is a mutually owned financial cooperative established under the Credit Unions Act 1979 and the Industrial and Provident Societies Act 1965 (or equivalent legislation), which meets the criteria set out in (a) above;

any entity registered under the Industrial and Provident Societies Act 1965, incorporated under the Friendly Societies Act 1992 or

[1] In cases where a scheme with more than 100 members has been in wind-up over a number of years, such a scheme does not qualify as a Small Entity, even where the remaining number of members falls below 100.

[2] This relates to those firms that are not required to appoint an auditor under rule SUP 3.3.2R of the FSA Supervision Manual.

• registered under the Friendly Societies Act 1974 (or equivalent legislation), which meets the criteria set out in (a) above;
• any registered social landlord with less than 250 units; and
• any other entity, such as a club, which would be a Small Entity if it were a company.

(ii) In this Standard, for the Republic of Ireland a ‘Small Entity’ is:  (a) any company, which is not an Irish listed company or an affiliate thereof, that meets two or more of the following requirements in both the current financial year and the preceding financial year:

• not more than €7.3 million turnover;
• not more than €3.65 million balance sheet total;
• not more than 50 employees.

• any charity with an income of less than €7.3 million;
• any pension fund with less than 1,000 members (including active, deferred and pensioner members)^[1]; and
• any other entity, such as a club or credit union, which would be a Small Entity if it were a company.

Where an entity falls into more than one of the above categories, it is only regarded as a ‘Small Entity’ if it meets the criteria of all relevant categories.

 

 

ALTERNATIVE PROVISIONS

 

ECONOMIC DEPENDENCE

 

• When auditing the financial statements of a Small Entity an audit firm is not required to comply with the requirement in APB Ethical Standard 4, paragraph 39 that an external independent quality control review is performed.

 

[1] In cases where a scheme with more than 1,000 members has been in wind-up over a number of years, such a scheme does not qualify as a Small Entity, even where the remaining number of members falls below 1,000.

• APB Ethical Standard 4, paragraph 39 provides that, where it is expected that the total fees for both audit and non-audit services receivable from a non-listed audited entity and its subsidiaries audited by the audit firm will regularly exceed 10% of the annual fee income of the audit firm or the part of the firm by reference to which the audit engagement partner’s profit share is calculated, but will not regularly exceed 15% the firm shall arrange an external independent quality control review of the audit engagement to be undertaken before the auditors’ report is finalised. Although an external independent quality control review is not required, nevertheless the audit engagement partner discloses the expectation that fees will amount to between 10% and 15% of the firm’s annual fee income to the Ethics Partner and to those charged with governance of the audited entity.

 

SELF-REVIEW THREAT – NON-AUDIT SERVICES

 

• When undertaking non-audit services for a Small Entity audited entity, the audit firm is not required to apply safeguards to address a self-review threat provided:
  • the audited entity has ‘informed management’; and
  • the audit firm extends the cyclical inspection of completed engagements that is performed for quality control purposes.

 

• APB Ethical Standard 5 requires that, when an audit firm provides nonaudit services to an audited entity, appropriate safeguards are applied in order to reduce any self-review threat to an acceptable level. APB Ethical Standard 5 provides examples of safeguards that may be appropriate when non-audit services are provided to an audited entity (for example in paragraphs 92 for tax services and 168 for accounting services).  In the case of an audit of a Small Entity, alternative procedures involve discussions with ‘informed management’, supplemented by an extension of the firm’s cyclical inspection of completed engagements that is performed for quality control purposes.

 

• The audit firm extends the number of engagements inspected under the requirements of ISQC (UK and Ireland) 1 ‘Quality Control for Firms that Perform Audits and Reviews of Financial Statements, and other Assurance and Related Services Engagements’^[1] to include a random selection of audit engagements where non-audit services have been provided. Particular attention is given to ensuring that there is documentary evidence that ‘informed management’ has made such judgments and decisions that are needed in relation to the presentation and disclosure of information in the financial statements.

 

• Those inspecting the engagements are not involved in performing the engagement. Small audit firms may wish to use a suitably qualified external person or another firm to carry out engagement inspections.

 

• In addition to the documentation requirements of ISQC (UK and Ireland) 1, those inspecting the engagements document their evaluation of whether the documentary evidence that ‘informed management’ made such judgments and decisions that were needed in relation to the presentation and disclosure of information in the financial statements.

 

 

EXEMPTIONS

 

MANAGEMENT THREAT – NON-AUDIT SERVICES

 

When undertaking non-audit services for Small Entity audited entities, the audit firm is not required to adhere to the prohibitions in APB Ethical Standard 5, relating to providing non-audit services that

[1] ISQC (UK and Ireland) 1 requires audit firms to establish policies and procedures which include a periodic inspection of a selection of completed engagements.  Engagements selected for inspection include at least one engagement for each engagement partner over the inspection cycle, which ordinarily spans no more than three years.

• involve the audit firm undertaking part of the role of management, provided that:
  • it discusses objectivity and independence issues related to the provision of non-audit services with those charged with governance, confirming that management accept responsibility for any decisions taken; and
  • it discloses the fact that it has applied this Standard in accordance with paragraph 24.

 

• APB Ethical Standard 5, paragraph 38 provides that where an audit firm provides non-audit services to an audited entity where there is no ‘informed management’, it is unlikely that any other safeguards can eliminate a management threat or reduce it to an acceptable level with the consequence that such non-audit services may not be provided to that audited entity. This is because the absence of a member of management, who has the authority and capability to:
  • receive the results of the non-audit services provided by the audit firm; and
  • make any judgments and decisions that are needed, on the basis of the information provided,

means that there is an increased management threat since the audit firm will be closer to those decisions and judgments which are properly the responsibility of management and more aligned with the views and interests of management.

 

• An audit firm auditing a Small Entity is exempted from the requirements of APB Ethical Standard 5, paragraphs 63(b) (internal audit services), 73(b) (information technology services), 97 (tax services), 131(c) (corporate finance services), 140(b) (transaction related services), 145(a) (restructuring services) and 160(b) (accounting services) in circumstances when there is no ‘informed management’ as envisioned by APB Ethical Standard 5, provided it discusses objectivity and independence issues related to the provision of non-audit services with those charged with governance, confirming that management accept responsibility for any decisions taken and discloses the fact that it has applied this Standard in accordance with paragraph 24.

 

ADVOCACY THREAT – NON-AUDIT SERVICES

• The audit firm of a Small Entity is not required to comply with APB Ethical Standard 5, paragraphs 104 and 145(b) provided that it discloses the fact that it has applied this Standard in accordance with paragraph 24.

 

• APB Ethical Standard 5, paragraph 104 provides that ‘the audit firm shall not undertake an engagement to provide tax services to an audited entity where this would involve acting as an advocate for the audited entity, before an appeals tribunal or court in the resolution of an issue:
  • that is material to the financial statements; or
  • where the outcome of the tax issue is dependent on a future or contemporary audit judgment’.

Such circumstances may create an advocacy threat which it is unlikely any safeguards can eliminate or reduce to an acceptable level.

 

• APB Ethical Standard 5, paragraph 145(b) provides that ‘the audit firm shall not undertake an engagement to provide restructuring services in respect of an audited entity where the engagement would require the auditor to act as an advocate for the entity in relation to matters that are material to the financial statements’.

 

• Such circumstances may create an advocacy threat which it is unlikely any safeguards can eliminate or reduce to an acceptable level.

 

• Where an audit firm auditing a Small Entity takes advantage of the dispensation in paragraph 15, it discloses the fact that it has applied this Standard in accordance with paragraph 24.

 

PARTNERS JOINING AN AUDITED ENTITY

 

• The audit firm of a Small Entity is not required to comply with APB Ethical Standard 2, paragraph 49 provided that:
  • it takes appropriate steps to determine that there has been no significant threat to the audit team’s integrity, objectivity and independence; and
  • it discloses the fact that it has applied this Standard in accordance with paragraph 24.

 

• APB Ethical Standard 2, paragraph 49 provides that where a former partner ‘is appointed as a director (including as a non-executive director) or to a key management position with an audited entity, having acted as audit engagement partner (or as an engagement quality control reviewer, key partner involved in the audit or a partner in the chain of command) at any time in the two years prior to this appointment, the firm shall resign as auditors. The firm shall not accept re-appointment until a two-year period, commencing when the former partner ceased to have an ability to influence the conduct and outcome of the audit, has elapsed or the former partner ceases employment with the former audited entity, whichever is the sooner’.  Such circumstances may create self-interest, familiarity and intimidation threats.

 

• An audit firm takes appropriate steps to determine that there has been no significant threat to the audit team’s integrity, objectivity and independence as a result of the former partner’s employment by an audited entity that is a Small Entity by:
  • assessing the significance of the self-interest, familiarity or intimidation threats, having regard to the following factors:
    • the position the individual has taken at the audited entity;
    • the nature and amount of any involvement the individual will have with the audit team or the audit process;
    • the length of time that has passed since the individual was a member of the audit team or firm; and
    • the former position of the individual within the audit team or firm, and
  • if the threat is other than clearly insignificant, applying alternative procedures such as:
    • considering the appropriateness or necessity of modifying the audit plan for the audit engagement;
    • assigning an audit team to the subsequent audit engagement that is of sufficient experience in relation to the individual who has joined the audited entity;
    • involving an audit partner or senior staff member with appropriate expertise, who was not a member of the audit team, to review the work done or otherwise advise as necessary; or
    • undertaking an engagement quality control review of the audit engagement.

 

• When an audit firm auditing a Small Entity takes advantage of paragraph 20 it discloses the fact that it has applied this Standard in accordance with paragraph 24 and documents the steps that it has taken to comply with this Standard.

 

 

 

DISCLOSURE REQUIREMENTS

 

• Where the audit firm has taken advantage of an exemption provided in paragraphs 12, 15 or 20 of this Standard, the audit engagement partner shall ensure that:
  • the auditors’ report discloses this fact, and
  • either the financial statements, or the auditors’ report, discloses the type of non-audit services provided to the audited entity or the fact that a former audit engagement partner has joined the audited entity.  

 

• The fact that an audit firm has taken advantage of an exemption from APB Ethical Standard – Provisions Available for Small Entities is set out in a separate paragraph of the audit report as part of the Basis of audit opinion. It does not affect the Opinion paragraph. An illustrative example of such disclosure is set out in the Appendix.

 

• The audit engagement partner ensures that within the financial statements reference is made to the type of non-audit services provided to the audited entity or the fact that a former partner has joined the audited entity. An illustration of possible disclosures is set out in the Appendix.  Where such a disclosure is not made within the financial statements it is included in the auditors’ report.

 

 

EFFECTIVE DATE

 

• This revised Ethical Standard becomes effective on 30 April 2011.

 

APPENDIX: Illustrative disclosures

 

(a)  Illustrative disclosure of the fact that the audit firm has taken advantage of an exemption within the auditor’s report

Respective responsibilities of directors and auditor

As explained more fully in the Directors’ Responsibilities Statement [set out [on page …]], the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view.  Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland).  Those standards require us to comply with the Auditing Practices Board’s (APB’s) Ethical Standards for Auditors, including “APB Ethical Standard – Provisions Available for Small Entities (Revised)”, in the circumstances set out in note [x] to the financial statements.

 

Scope of the audit of the financial statements

Either:

A description of the scope of an audit of financial statements is [provided on the APB’s website at … ] / [set out [on page …] of the Annual Report].

Or:

An audit involves obtaining evidence about the amounts and disclosures in the financial statements …

Opinion on financial statements

In our opinion the financial statements:

• give a true and fair view of the state of the company’s affairs as at …and of its profit [loss] for the year then ended; …

 

 [Date of the auditor’s report, auditor’s signature and address]

(b)  Illustrative disclosure of relevant circumstances within the financial statements

 

Note [x] In common with many other businesses of our size and nature we use our auditors to prepare and submit returns to the tax authorities and assist with the preparation of the financial statements^[1].

 

Note [x] In common with many other businesses of our size and nature we use our auditors to provide tax advice and to represent us, as necessary, at tax tribunals^[2].

 

Note [x]  XYZ, a former partner of [audit firm] joined [audited entity] as [a director] on [date]^[3].

[1] Where exemption in paragraph 12 (Management threat in relation non-audit services) is applied.

[2] Where exemption in paragraph 15 (Advocacy threat – tax services) is applied.

[3] Where exemption in paragraph 20 (Partners joining an audited entity) is applied.

[1] Where exemption in paragraph 12 (Management threat in relation non-audit services) is applied.

[1] Where exemption in paragraph 15 (Advocacy threat – tax services) is applied.

[1] Where exemption in paragraph 20 (Partners joining an audited entity) is applied.