80_FR_57446 80 FR 57263 - Public Company Accounting Oversight Board; Order Granting Approval of Proposed Rules To Implement the Reorganization of PCAOB Auditing Standards and Related Changes to PCAOB Rules and Attestation, Quality Control, and Ethics and Independence Standards

80 FR 57263 - Public Company Accounting Oversight Board; Order Granting Approval of Proposed Rules To Implement the Reorganization of PCAOB Auditing Standards and Related Changes to PCAOB Rules and Attestation, Quality Control, and Ethics and Independence Standards

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 80, Issue 183 (September 22, 2015)

Page Range57263-57265
FR Document2015-24019

Federal Register, Volume 80 Issue 183 (Tuesday, September 22, 2015)
[Federal Register Volume 80, Number 183 (Tuesday, September 22, 2015)]
[Notices]
[Pages 57263-57265]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2015-24019]


-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-75935; File No. PCAOB-2015-01]


Public Company Accounting Oversight Board; Order Granting 
Approval of Proposed Rules To Implement the Reorganization of PCAOB 
Auditing Standards and Related Changes to PCAOB Rules and Attestation, 
Quality Control, and Ethics and Independence Standards

September 17, 2015.

I. Introduction

    On June 17, 2015, the Public Company Accounting Oversight Board 
(the ``Board'' or the ``PCAOB'') filed with the Securities and Exchange 
Commission (the ``Commission''), pursuant to section 107(b) \1\ of the 
Sarbanes-Oxley Act of 2002 (the ``Sarbanes-Oxley Act'') and section 
19(b) \2\ of the Securities Exchange Act of 1934 (the ``Exchange 
Act''), proposed rules to adopt amendments to implement the 
reorganization of PCAOB auditing standards and related changes to PCAOB 
rules and attestation, quality control, and ethics and independence 
standards (collectively, the ``Proposed Rules'' or ``Proposed 
Reorganization'').\3\ The Proposed Rules were published for comment in 
the Federal Register on June 25, 2015.\4\ At the time the notice was 
issued, the Commission designated a longer period to act on the 
Proposed Rules, until September 23, 2015.\5\ The Commission received 
four comment letters in response to the notice.\6\ This order approves 
the Proposed Rules.
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    \1\ 15 U.S.C. 7217(b).
    \2\ 15 U.S.C. 78s(b).
    \3\ The Board originally proposed in March 2013 (``Original 
Proposal'') what became the Proposed Rules. See PCAOB Release No. 
2013-002 (March, 26, 2013). The Board also issued a supplemental 
request for comment in May 2014 (``Supplemental Request''). See 
PCAOB Release No. 2014-001 (May 7, 2014).
    \4\ See Release No. 34-75251 (June 19, 2015), 80 FR 36602 (June 
25, 2015).
    \5\ Ibid.
    \6\ See Comment letters from Suzanne H. Shatto, June 27, 2015, 
Deloitte & Touche LLP, July 8, 2015, Michael McMurtry, July 28, 
2015, and Stephen G. Wills, August 17, 2015, available at http://www.sec.gov/comments/pcaob-2015-01/pcaob201501.shtml.

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[[Page 57264]]

II. Description of the Proposed Rules

    In April 2003, the Board adopted, on an interim, transitional 
basis, generally accepted auditing standards (``GAAS'') that were in 
existence on April 16, 2003. When the Board adopted those auditing 
standards, it continued to use the topical organization and reference 
numbers (``AU sections'') in the Auditing Standards Board (``ASB'') of 
the American Institute of Certified Public Accountants' (``AICPA'') 
then-existing codification of its standards. Auditing standards issued 
by the Board (``AS standards'') have not been codified or otherwise 
organized by topic, and are numbered in sequential order based upon 
when they were issued. As a result, the Board's auditing standards are 
organized using two separate numbering systems: (1) The numbering 
system used by the ASB when the Board adopted the interim standards; 
and (2) the numbering system used by the Board for the standards it has 
issued.

1. Proposed Reorganization

    Under the Proposed Reorganization, the individual standards will be 
grouped into the following topical categories:
     General Auditing Standards (AS 1000s)--standards on broad 
auditing principles, concepts, activities, and communications;
     Audit Procedures (AS 2000s)--standards for planning and 
performing audit procedures and for obtaining audit evidence;
     Auditor Reporting (AS 3000s)--standards for auditors' 
reports;
     Matters Related to Filings Under Federal Securities Laws 
(AS 4000s)--standards on certain auditor responsibilities relating to 
U.S. Securities and Exchange Commission filings for securities 
offerings and reviews of interim financial information; and
     Other Matters Associated with Audits (AS 6000s)--standards 
for other work performed in conjunction with an audit of an issuer or 
of a broker or dealer.
    Within each category are subcategories to further organize similar 
topics, such as standards related to auditor communications in the 
``General Auditing Standards'' category. The integrated reference 
system uses an ``AS'' prefix to identify the auditing standard and each 
standard is assigned a unique section number, based on a four-digit 
numbering system.

2. Changes to PCAOB Standards and Rules

    The amendments to PCAOB standards and rules include changes 
rescinding certain interim auditing standards that the Board believes 
are no longer necessary, eliminating inoperative language in auditing 
standards, references, and interpretations, and eliminating inoperative 
references to AICPA standards or rules.
a. Changes to the PCAOB Standards
    The amendments primarily update section numbers, update cross-
references among standards using the numbering system in the adopted 
reorganization, and change the titles of certain standards. Other 
amendments rescind certain interim standards and remove or update 
certain terms and phrases in the standards.
Interim Standards to be Rescinded
    The following interim standards are being rescinded because they 
contain requirements that have been superseded or duplicated by other 
PCAOB standards, and as such, are considered unnecessary:

 AU sec. 150, Generally Accepted Auditing Standards
 AU sec. 201, Nature of the General Standards
 AU sec. 410, Adherence to Generally Accepted Accounting 
Principles
 AU sec. 532, Restricting the Use of an Auditor's Report
 AU sec. 901, Public Warehouses--Controls and Auditing 
Procedures for Goods Held.
Interpretive Publications
    Almost all \7\ of the AICPA auditing interpretations are being 
retained and presented separately from the auditing standards. The 
Proposed Reorganization retains the existing requirement for the 
auditor to be aware of and consider the applicable auditing 
interpretations.
---------------------------------------------------------------------------

    \7\ The Proposed Reorganization will rescind two auditing 
interpretations related to AU sec. 410 and AU sec. 534 and 
interpretation 16 of AU sec. 508 because they are either duplicative 
or unrelated to the preparation or issuance of any audit report for 
an issuer, broker, or dealer, and thus unnecessary.
---------------------------------------------------------------------------

    The Proposed Reorganization retains the majority \8\ of the 
appendices to the interim auditing standards and to continue presenting 
those appendices together with their related auditing standards in the 
same manner that appendices to PCAOB-issued standards are presented. 
Additionally, the Proposed Reorganization removes references to AICPA 
Audit and Accounting Guides and AICPA auditing Statements of Position 
because the guides referenced in PCAOB standards are outdated.\9\
---------------------------------------------------------------------------

    \8\ The Proposed Reorganization will delete duplicative and thus 
unnecessary appendices that contain paragraphs .86 and .87 of AU 
sec. 316.
    \9\ AICPA Audit and Accounting Guides and auditing Statements of 
Position referenced in PCAOB standards are the editions of those 
publications as in existence on April 16, 2003.
---------------------------------------------------------------------------

Other Changes to PCAOB Standards
    The Proposed Reorganization includes amendments to replace 
references to GAAS throughout the auditing standards with references to 
the standards of the PCAOB or PCAOB auditing standards, and 
accordingly, to supersede Auditing Standard No. 1 (``AS 1''), 
References in Auditors' Reports to the Standards of the Public Company 
Accounting Oversight Board.\10\ The Proposed Reorganization also 
includes amendments to preserve the requirement from AS 1 for the 
auditor's report to include the city and state, (or city and country), 
of the auditor. Finally, as AS 1 applied to the PCAOB's attestation 
standards, amendments to update references to PCAOB standards and to 
include the city and state (or city and country) have been applied to 
the attestation standards.
---------------------------------------------------------------------------

    \10\ In 2004, the Commission published interpretive guidance to 
explain that references in Commission rules and staff guidance to 
GAAS or specific standards of GAAS, as they relate to issuers, 
should be understood to mean the standards of the PCAOB plus any 
applicable rules of the Commission. See Release No. 34-49708, FR-73 
(May 14, 2004).
---------------------------------------------------------------------------

    As a result of these changes, the amendments also include updates 
to the illustrative auditor's reports included throughout the auditing 
standards. In addition to illustrating the two changes described above, 
the updates to the reports include changing the title to ``Report of 
Independent Registered Public Accounting Firm.'' \11\
---------------------------------------------------------------------------

    \11\ In the Board's final rule release, it notes that the 
amendments would not preclude an unregistered firm that applies 
PCAOB standards, when appropriate, from omitting ``Registered'' from 
the title of the report. See PCAOB Release No. 2015-002 at fn. 26 
(March 31, 2015).
---------------------------------------------------------------------------

b. Changes to PCAOB Rules
    The Proposed Reorganization amends PCAOB Rule 3200T to remove (1) 
the reference to AU sec. 150, which, as discussed above, is rescinded, 
and (2) terms such as ``interim auditing standards'' and ``generally 
accepted auditing standards.'' These terms are no longer relevant under 
the Proposed Reorganization. Additionally, the Proposed Reorganization 
makes the rule permanent, rather than temporary, and therefore removes 
the word ``Interim'' from its title.

[[Page 57265]]

3. Applicability and Effective Date

    The PCAOB has proposed application of its Proposed Rules to audits 
of all issuers, including audits of emerging growth companies 
(``EGCs''),\12\ as discussed in section IV. below. The Proposed Rules 
also would apply to audits of SEC-registered brokers and dealers.\13\
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    \12\ The term ``emerging growth company'' is defined in Section 
3(a)(80) of the Exchange Act. 15 U.S.C. 78c(a)(80).
    \13\ On July 30, 2013, the Commission adopted amendments to Rule 
17a-5 under the Exchange Act to require, among other things, that 
audits of brokers' and dealers' financial statements be performed in 
accordance with the standards of the PCAOB for fiscal years ending 
on or after June 1, 2014. 17 CFR 240.17a-5. See Broker-Dealer 
Reports, Release No. 34-70073, (July 30, 2013), 78 FR 51910 (August 
21, 2013), available at http://www.sec.gov/rules/final/2013/34-70073.pdf.
---------------------------------------------------------------------------

    The Proposed Rules would be effective as of December 31, 2016. 
However, auditors and others are not precluded from using and 
referencing the standards as reorganized pursuant to the Proposed Rules 
before the effective date because the amendments do not substantively 
change the standards' requirements.\14\
---------------------------------------------------------------------------

    \14\ See PCAOB Release No. 2015-002 at 21.
---------------------------------------------------------------------------

III. Comment Letters

    As noted above, the Commission received four comment letters 
concerning the Proposed Rules. Three commenters expressed support for 
the Proposed Rules,\15\ and the other commenter provided suggestions 
discussed further below.\16\
---------------------------------------------------------------------------

    \15\ See Shatto Letter, Deloitte Letter and McMurtry Letter.
    \16\ See Wills Letter.
---------------------------------------------------------------------------

    One commenter stated that the new organizational structure will 
improve the usability of the PCAOB's auditing standards, including 
helping users navigate the standards more easily.\17\ Another commenter 
suggested adopting a similar structure used by the ASB and IAASB and 
reorganizing the PCAOB's attestation, quality control, and ethics and 
independence standards. This same commenter expressed concern regarding 
the rescission of AU sec. 532 and removal of references to non-
authoritative other guidance in the Proposed Reorganization.\18\ 
Finally, one commenter suggested enhancements to improve the usability 
of the Proposed Reorganization, including a suggestion to embed PCAOB 
standards in the FASB's Accounting Standards Codification.\19\ The 
PCAOB addressed many of these comments in its Original Proposal, 
Supplemental Request, and final rule release. The Commission does not 
find the PCAOB's responses to be unreasonable. The comment on embedding 
PCAOB standards in the FASB's Accounting Standards Codification is 
outside the scope of the Proposed Rules.
---------------------------------------------------------------------------

    \17\ See Deloitte Letter.
    \18\ See McMurtry Letter.
    \19\ See Wills Letter.
---------------------------------------------------------------------------

IV. The PCAOB's EGC Request

    Section 103(a)(3)(C) of the Sarbanes-Oxley Act provides that any 
additional rules adopted by the PCAOB subsequent to April 5, 2012 do 
not apply to the audits of EGCs, unless the Commission determines that 
the application of such additional requirements is necessary or 
appropriate in the public interest, after considering the protection of 
investors and whether the action will promote efficiency, competition, 
and capital formation.\20\ Having considered those factors, and as 
explained further herein, the Commission finds that applying the 
Proposed Rules to audits of EGCs is necessary or appropriate in the 
public interest.
---------------------------------------------------------------------------

    \20\ Section 103(a)(3)(C) of the Sarbanes-Oxley Act, as amended 
by section 104 of the JOBS Act.
---------------------------------------------------------------------------

    In proposing application of the Proposed Rules to audits of all 
issuers, including EGCs, the PCAOB requested that the Commission make 
the determination required by section 103(a)(3)(C). To assist the 
Commission in making its determination, the PCAOB prepared and 
submitted to the Commission its own EGC analysis. The PCAOB's EGC 
analysis includes discussions of characteristics of self-identified 
EGCs and economic considerations pertaining to audits of EGCs, 
including efficiency, competition, and capital formation. In its 
analysis, the Board states the reorganization of PCAOB auditing 
standards would involve amendments that do not impose additional 
requirements on auditors or change substantively the requirements of 
PCAOB standards. Thus, the reorganization, including the amendments, is 
not expected to affect the manner in which audits are performed and 
reported under PCAOB standards, including audits of EGCs. Additionally, 
reorganizing the PCAOB standards into a single, integrated 
organizational structure should make it easier for auditors and others 
to navigate, use, and apply the standards.
    The PCAOB's EGC analysis was included in the Commission's public 
notice soliciting comment on the Proposed Rules. Based on the analysis 
submitted, we believe the information in the record is sufficient for 
the Commission to make the requested EGC determination in relation to 
the Proposed Rules.

V. Conclusion

    The Commission has carefully reviewed and considered the Proposed 
Rules and the information submitted therewith by the PCAOB, including 
the PCAOB's EGC analysis, and the comment letters received. In 
connection with the PCAOB's filing and the Commission's review,
    A. The Commission finds that the Proposed Rules are consistent with 
the requirements of the Sarbanes-Oxley Act and the securities laws and 
are necessary or appropriate in the public interest or for the 
protection of investors; and
    B. Separately, the Commission finds that the application of the 
Proposed Rules to EGC audits is necessary or appropriate in the public 
interest, after considering the protection of investors and whether the 
action will promote efficiency, competition, and capital formation.
    It is therefore ordered, pursuant to section 107 of the Sarbanes-
Oxley Act and section 19(b)(2) of the Exchange Act, that the Proposed 
Rules (File No. PCAOB-2015-01) be and hereby are approved.

    By the Commission.
Brent J. Fields,
Secretary.
[FR Doc. 2015-24019 Filed 9-21-15; 8:45 am]
BILLING CODE 8011-01-P



                                                                          Federal Register / Vol. 80, No. 183 / Tuesday, September 22, 2015 / Notices                                                  57263

                                              provisions of Section 6 of the Act,3 in                  furtherance of the purposes of the Act.                 For the Commission, by the Division of
                                              general, and with Section 6(b)(4) and                    If the Commission takes such action, the              Trading and Markets, pursuant to delegated
                                              6(b)(5) of the Act,4 in particular, in that              Commission shall institute proceedings                authority.6
                                              it provides for the equitable allocation                 to determine whether the proposed rule                Brent J. Fields,
                                              of reasonable dues, fees and other                       should be approved or disapproved.                    Secretary.
                                              charges among members and issuers and                                                                          [FR Doc. 2015–23974 Filed 9–21–15; 8:45 am]
                                                                                                       IV. Solicitation of Comments
                                              other persons using any facility or                                                                            BILLING CODE 8011–01–P
                                              system which NASDAQ operates or                            Interested persons are invited to
                                              controls, and is not designed to permit                  submit written data, views, and
                                              unfair discrimination between                            arguments concerning the foregoing,                   SECURITIES AND EXCHANGE
                                              customers, issuers, brokers, or dealers.                 including whether the proposed rule                   COMMISSION
                                                 The Exchange’s proposal to remove                     change is consistent with the Act.
                                              the references to NDX, not assess fees or                Comments may be submitted by any of                   [Release No. 34–75935; File No. PCAOB–
                                              surcharges for NDX or pay rebates for                    the following methods:                                2015–01]
                                              NDX is reasonable because the
                                                                                                       Electronic Comments                                   Public Company Accounting Oversight
                                              Exchange is seeking to delist this index
                                              from NOM on or before September 30,                        • Use the Commission’s Internet                     Board; Order Granting Approval of
                                              2015.                                                    comment form (http://www.sec.gov/                     Proposed Rules To Implement the
                                                 The Exchange’s proposal to remove                     rules/sro.shtml); or                                  Reorganization of PCAOB Auditing
                                              the references to NDX, not assess fees or                  • Send an email to rule-comments@                   Standards and Related Changes to
                                              surcharges for NDX or pay rebates for                    sec.gov. Please include File Number SR–               PCAOB Rules and Attestation, Quality
                                              NDX is equitable and not unfairly                        NASDAQ–2015–109 on the subject line.                  Control, and Ethics and Independence
                                              discriminatory because no market                                                                               Standards
                                                                                                       Paper Comments
                                              participant will be able to transact                                                                           September 17, 2015.
                                              options in NDX as of the delisting.                         • Send paper comments in triplicate
                                                                                                       to Brent J. Fields, Secretary, Securities             I. Introduction
                                              B. Self-Regulatory Organization’s                        and Exchange Commission, 100 F Street
                                              Statement on Burden on Competition                                                                                On June 17, 2015, the Public
                                                                                                       NE., Washington, DC 20549–1090.                       Company Accounting Oversight Board
                                                NASDAQ does not believe that the                       All submissions should refer to File                  (the ‘‘Board’’ or the ‘‘PCAOB’’) filed
                                              proposed rule change will impose any                     Number SR–NASDAQ–2015–109. This                       with the Securities and Exchange
                                              burden on competition not necessary or                   file number should be included on the                 Commission (the ‘‘Commission’’),
                                              appropriate in furtherance of the                        subject line if email is used. To help the            pursuant to section 107(b) 1 of the
                                              purposes of the Act. The Exchange will                   Commission process and review your                    Sarbanes-Oxley Act of 2002 (the
                                              delist NDX on or before September 30,                    comments more efficiently, please use                 ‘‘Sarbanes-Oxley Act’’) and section
                                              2015 and no longer offer market                          only one method. The Commission will                  19(b) 2 of the Securities Exchange Act of
                                              participants the opportunity to transact                 post all comments on the Commission’s                 1934 (the ‘‘Exchange Act’’), proposed
                                              options in that index on NOM. The                        Internet Web site (http://www.sec.gov/                rules to adopt amendments to
                                              removal of references to NDX from the                    rules/sro.shtml). Copies of the                       implement the reorganization of PCAOB
                                              fee schedule does not impose an undue                    submission, all subsequent                            auditing standards and related changes
                                              burden on competition because NOM                        amendments, all written statements                    to PCAOB rules and attestation, quality
                                              Participants will not be able to transact                with respect to the proposed rule                     control, and ethics and independence
                                              options in NDX on NOM as of the                          change that are filed with the                        standards (collectively, the ‘‘Proposed
                                              delisting.                                               Commission, and all written                           Rules’’ or ‘‘Proposed Reorganization’’).3
                                              C. Self-Regulatory Organization’s                        communications relating to the                        The Proposed Rules were published for
                                              Statement on Comments on the                             proposed rule change between the                      comment in the Federal Register on
                                              Proposed Rule Change Received From                       Commission and any person, other than                 June 25, 2015.4 At the time the notice
                                              Members, Participants, or Others                         those that may be withheld from the                   was issued, the Commission designated
                                                                                                       public in accordance with the                         a longer period to act on the Proposed
                                                No written comments were either                        provisions of 5 U.S.C. 552, will be                   Rules, until September 23, 2015.5 The
                                              solicited or received.                                   available for Web site viewing and                    Commission received four comment
                                              III. Date of Effectiveness of the                        printing in the Commission’s Public                   letters in response to the notice.6 This
                                              Proposed Rule Change and Timing for                      Reference Room, 100 F Street NE.,                     order approves the Proposed Rules.
                                              Commission Action                                        Washington, DC 20549, on official
                                                                                                       business days between the hours of                      6 17  CFR 200.30–3(a)(12).
                                                 The foregoing rule change has become
                                                                                                       10:00 a.m. and 3:00 p.m. Copies of the                  1 15  U.S.C. 7217(b).
                                              effective pursuant to Section                                                                                     2 15 U.S.C. 78s(b).
                                                                                                       filing also will be available for
                                              19(b)(3)(A)(ii) of the Act.5                                                                                      3 The Board originally proposed in March 2013
                                                                                                       inspection and copying at the principal
                                                 At any time within 60 days of the                                                                           (‘‘Original Proposal’’) what became the Proposed
                                                                                                       office of the Exchange. All comments                  Rules. See PCAOB Release No. 2013–002 (March,
                                              filing of the proposed rule change, the
                                                                                                       received will be posted without change;               26, 2013). The Board also issued a supplemental
                                              Commission summarily may
                                                                                                       the Commission does not edit personal                 request for comment in May 2014 (‘‘Supplemental
                                              temporarily suspend such rule change if                                                                        Request’’). See PCAOB Release No. 2014–001 (May
                                                                                                       identifying information from
                                              it appears to the Commission that such                                                                         7, 2014).
                                                                                                       submissions. You should submit only
tkelley on DSK3SPTVN1PROD with NOTICES




                                              action is: (i) Necessary or appropriate in                                                                        4 See Release No. 34–75251 (June 19, 2015), 80 FR
                                                                                                       information that you wish to make                     36602 (June 25, 2015).
                                              the public interest; (ii) for the protection
                                                                                                       available publicly. All submissions                      5 Ibid.
                                              of investors; or (iii) otherwise in
                                                                                                       should refer to File Number SR–                          6 See Comment letters from Suzanne H. Shatto,

                                                                                                       NASDAQ–2015–109 and should be                         June 27, 2015, Deloitte & Touche LLP, July 8, 2015,
                                                3 15 U.S.C. 78f.                                                                                             Michael McMurtry, July 28, 2015, and Stephen G.
                                                4 15 U.S.C. 78f(b)(4) and (5).                         submitted on or before October 13,                    Wills, August 17, 2015, available at http://
                                                5 15 U.S.C. 78s(b)(3)(A)(ii).                          2015.                                                                                            Continued




                                         VerDate Sep<11>2014    17:39 Sep 21, 2015   Jkt 235001   PO 00000   Frm 00119   Fmt 4703   Sfmt 4703   E:\FR\FM\22SEN1.SGM   22SEN1


                                              57264                     Federal Register / Vol. 80, No. 183 / Tuesday, September 22, 2015 / Notices

                                              II. Description of the Proposed Rules                   2. Changes to PCAOB Standards and                     Accounting Guides and AICPA auditing
                                                                                                      Rules                                                 Statements of Position because the
                                                 In April 2003, the Board adopted, on
                                                                                                         The amendments to PCAOB standards                  guides referenced in PCAOB standards
                                              an interim, transitional basis, generally
                                                                                                      and rules include changes rescinding                  are outdated.9
                                              accepted auditing standards (‘‘GAAS’’)
                                              that were in existence on April 16, 2003.               certain interim auditing standards that               Other Changes to PCAOB Standards
                                              When the Board adopted those auditing                   the Board believes are no longer
                                                                                                      necessary, eliminating inoperative                       The Proposed Reorganization
                                              standards, it continued to use the
                                                                                                      language in auditing standards,                       includes amendments to replace
                                              topical organization and reference
                                                                                                      references, and interpretations, and                  references to GAAS throughout the
                                              numbers (‘‘AU sections’’) in the
                                                                                                      eliminating inoperative references to                 auditing standards with references to
                                              Auditing Standards Board (‘‘ASB’’) of
                                                                                                      AICPA standards or rules.                             the standards of the PCAOB or PCAOB
                                              the American Institute of Certified
                                                                                                                                                            auditing standards, and accordingly, to
                                              Public Accountants’ (‘‘AICPA’’) then-                   a. Changes to the PCAOB Standards                     supersede Auditing Standard No. 1
                                              existing codification of its standards.
                                                                                                         The amendments primarily update                    (‘‘AS 1’’), References in Auditors’
                                              Auditing standards issued by the Board
                                                                                                      section numbers, update cross-                        Reports to the Standards of the Public
                                              (‘‘AS standards’’) have not been codified
                                                                                                      references among standards using the                  Company Accounting Oversight
                                              or otherwise organized by topic, and are
                                                                                                      numbering system in the adopted                       Board.10 The Proposed Reorganization
                                              numbered in sequential order based
                                                                                                      reorganization, and change the titles of              also includes amendments to preserve
                                              upon when they were issued. As a
                                                                                                      certain standards. Other amendments                   the requirement from AS 1 for the
                                              result, the Board’s auditing standards
                                                                                                      rescind certain interim standards and                 auditor’s report to include the city and
                                              are organized using two separate
                                                                                                      remove or update certain terms and                    state, (or city and country), of the
                                              numbering systems: (1) The numbering
                                                                                                      phrases in the standards.                             auditor. Finally, as AS 1 applied to the
                                              system used by the ASB when the Board
                                                                                                                                                            PCAOB’s attestation standards,
                                              adopted the interim standards; and (2)                  Interim Standards to be Rescinded                     amendments to update references to
                                              the numbering system used by the
                                                                                                        The following interim standards are                 PCAOB standards and to include the
                                              Board for the standards it has issued.
                                                                                                      being rescinded because they contain                  city and state (or city and country) have
                                              1. Proposed Reorganization                              requirements that have been superseded                been applied to the attestation
                                                                                                      or duplicated by other PCAOB                          standards.
                                                 Under the Proposed Reorganization,
                                                                                                      standards, and as such, are considered                   As a result of these changes, the
                                              the individual standards will be
                                                                                                      unnecessary:                                          amendments also include updates to the
                                              grouped into the following topical
                                              categories:                                             • AU sec. 150, Generally Accepted                     illustrative auditor’s reports included
                                                                                                        Auditing Standards                                  throughout the auditing standards. In
                                                 • General Auditing Standards (AS                     • AU sec. 201, Nature of the General
                                              1000s)—standards on broad auditing                                                                            addition to illustrating the two changes
                                                                                                        Standards                                           described above, the updates to the
                                              principles, concepts, activities, and                   • AU sec. 410, Adherence to Generally
                                              communications;                                                                                               reports include changing the title to
                                                                                                        Accepted Accounting Principles                      ‘‘Report of Independent Registered
                                                 • Audit Procedures (AS 2000s)—                       • AU sec. 532, Restricting the Use of an              Public Accounting Firm.’’ 11
                                              standards for planning and performing                     Auditor’s Report
                                              audit procedures and for obtaining audit                • AU sec. 901, Public Warehouses—                     b. Changes to PCAOB Rules
                                              evidence;                                                 Controls and Auditing Procedures for                   The Proposed Reorganization amends
                                                 • Auditor Reporting (AS 3000s)—                        Goods Held.                                         PCAOB Rule 3200T to remove (1) the
                                              standards for auditors’ reports;                                                                              reference to AU sec. 150, which, as
                                                                                                      Interpretive Publications
                                                 • Matters Related to Filings Under                                                                         discussed above, is rescinded, and (2)
                                              Federal Securities Laws (AS 4000s)—                       Almost all 7 of the AICPA auditing
                                                                                                                                                            terms such as ‘‘interim auditing
                                              standards on certain auditor                            interpretations are being retained and
                                                                                                                                                            standards’’ and ‘‘generally accepted
                                              responsibilities relating to U.S.                       presented separately from the auditing
                                                                                                                                                            auditing standards.’’ These terms are no
                                              Securities and Exchange Commission                      standards. The Proposed Reorganization
                                                                                                                                                            longer relevant under the Proposed
                                              filings for securities offerings and                    retains the existing requirement for the
                                                                                                                                                            Reorganization. Additionally, the
                                              reviews of interim financial                            auditor to be aware of and consider the
                                                                                                                                                            Proposed Reorganization makes the rule
                                              information; and                                        applicable auditing interpretations.
                                                                                                                                                            permanent, rather than temporary, and
                                                 • Other Matters Associated with                        The Proposed Reorganization retains
                                                                                                                                                            therefore removes the word ‘‘Interim’’
                                              Audits (AS 6000s)—standards for other                   the majority 8 of the appendices to the
                                                                                                                                                            from its title.
                                              work performed in conjunction with an                   interim auditing standards and to
                                              audit of an issuer or of a broker or                    continue presenting those appendices
                                                                                                                                                               9 AICPA Audit and Accounting Guides and

                                              dealer.                                                 together with their related auditing                  auditing Statements of Position referenced in
                                                                                                      standards in the same manner that                     PCAOB standards are the editions of those
                                                 Within each category are
                                                                                                      appendices to PCAOB-issued standards                  publications as in existence on April 16, 2003.
                                              subcategories to further organize similar
                                                                                                      are presented. Additionally, the                         10 In 2004, the Commission published
                                              topics, such as standards related to                                                                          interpretive guidance to explain that references in
                                                                                                      Proposed Reorganization removes
                                              auditor communications in the ‘‘General                                                                       Commission rules and staff guidance to GAAS or
                                                                                                      references to AICPA Audit and                         specific standards of GAAS, as they relate to
                                              Auditing Standards’’ category. The
                                                                                                                                                            issuers, should be understood to mean the
                                              integrated reference system uses an                       7 The Proposed Reorganization will rescind two      standards of the PCAOB plus any applicable rules
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                                              ‘‘AS’’ prefix to identify the auditing                  auditing interpretations related to AU sec. 410 and   of the Commission. See Release No. 34–49708, FR–
                                              standard and each standard is assigned                  AU sec. 534 and interpretation 16 of AU sec. 508      73 (May 14, 2004).
                                              a unique section number, based on a                     because they are either duplicative or unrelated to      11 In the Board’s final rule release, it notes that
                                                                                                      the preparation or issuance of any audit report for   the amendments would not preclude an
                                              four-digit numbering system.                            an issuer, broker, or dealer, and thus unnecessary.   unregistered firm that applies PCAOB standards,
                                                                                                        8 The Proposed Reorganization will delete           when appropriate, from omitting ‘‘Registered’’ from
                                              www.sec.gov/comments/pcaob-2015-01/pcaob                duplicative and thus unnecessary appendices that      the title of the report. See PCAOB Release No.
                                              201501.shtml.                                           contain paragraphs .86 and .87 of AU sec. 316.        2015–002 at fn. 26 (March 31, 2015).



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                                                                        Federal Register / Vol. 80, No. 183 / Tuesday, September 22, 2015 / Notices                                                  57265

                                              3. Applicability and Effective Date                     not find the PCAOB’s responses to be                   V. Conclusion
                                                 The PCAOB has proposed application                   unreasonable. The comment on                              The Commission has carefully
                                              of its Proposed Rules to audits of all                  embedding PCAOB standards in the                       reviewed and considered the Proposed
                                              issuers, including audits of emerging                   FASB’s Accounting Standards                            Rules and the information submitted
                                              growth companies (‘‘EGCs’’),12 as                       Codification is outside the scope of the               therewith by the PCAOB, including the
                                              discussed in section IV. below. The                     Proposed Rules.                                        PCAOB’s EGC analysis, and the
                                              Proposed Rules also would apply to                      IV. The PCAOB’s EGC Request                            comment letters received. In connection
                                              audits of SEC-registered brokers and                                                                           with the PCAOB’s filing and the
                                              dealers.13                                                 Section 103(a)(3)(C) of the Sarbanes-               Commission’s review,
                                                 The Proposed Rules would be                          Oxley Act provides that any additional                    A. The Commission finds that the
                                              effective as of December 31, 2016.                      rules adopted by the PCAOB subsequent                  Proposed Rules are consistent with the
                                              However, auditors and others are not                    to April 5, 2012 do not apply to the                   requirements of the Sarbanes-Oxley Act
                                              precluded from using and referencing                    audits of EGCs, unless the Commission                  and the securities laws and are
                                              the standards as reorganized pursuant to                determines that the application of such                necessary or appropriate in the public
                                              the Proposed Rules before the effective                 additional requirements is necessary or                interest or for the protection of
                                              date because the amendments do not                      appropriate in the public interest, after              investors; and
                                              substantively change the standards’                     considering the protection of investors                   B. Separately, the Commission finds
                                              requirements.14                                         and whether the action will promote                    that the application of the Proposed
                                                                                                      efficiency, competition, and capital                   Rules to EGC audits is necessary or
                                              III. Comment Letters
                                                                                                      formation.20 Having considered those                   appropriate in the public interest, after
                                                 As noted above, the Commission                       factors, and as explained further herein,              considering the protection of investors
                                              received four comment letters                           the Commission finds that applying the                 and whether the action will promote
                                              concerning the Proposed Rules. Three                    Proposed Rules to audits of EGCs is                    efficiency, competition, and capital
                                              commenters expressed support for the                    necessary or appropriate in the public                 formation.
                                              Proposed Rules,15 and the other                         interest.                                                 It is therefore ordered, pursuant to
                                              commenter provided suggestions                             In proposing application of the                     section 107 of the Sarbanes-Oxley Act
                                              discussed further below.16                              Proposed Rules to audits of all issuers,               and section 19(b)(2) of the Exchange
                                                 One commenter stated that the new                    including EGCs, the PCAOB requested                    Act, that the Proposed Rules (File No.
                                              organizational structure will improve                   that the Commission make the                           PCAOB–2015–01) be and hereby are
                                              the usability of the PCAOB’s auditing                   determination required by section                      approved.
                                              standards, including helping users                      103(a)(3)(C). To assist the Commission
                                              navigate the standards more easily.17                                                                            By the Commission.
                                                                                                      in making its determination, the PCAOB                 Brent J. Fields,
                                              Another commenter suggested adopting
                                                                                                      prepared and submitted to the                          Secretary.
                                              a similar structure used by the ASB and
                                                                                                      Commission its own EGC analysis. The
                                              IAASB and reorganizing the PCAOB’s                                                                             [FR Doc. 2015–24019 Filed 9–21–15; 8:45 am]
                                                                                                      PCAOB’s EGC analysis includes
                                              attestation, quality control, and ethics                                                                       BILLING CODE 8011–01–P
                                                                                                      discussions of characteristics of self-
                                              and independence standards. This same
                                                                                                      identified EGCs and economic
                                              commenter expressed concern regarding
                                                                                                      considerations pertaining to audits of
                                              the rescission of AU sec. 532 and                                                                              SMALL BUSINESS ADMINISTRATION
                                                                                                      EGCs, including efficiency, competition,
                                              removal of references to non-
                                                                                                      and capital formation. In its analysis,                [Disaster Declaration #14467 and #14468]
                                              authoritative other guidance in the
                                              Proposed Reorganization.18 Finally, one                 the Board states the reorganization of
                                                                                                      PCAOB auditing standards would                         Colorado Disaster #CO–00073
                                              commenter suggested enhancements to
                                              improve the usability of the Proposed                   involve amendments that do not impose                  AGENCY: U.S. Small Business
                                              Reorganization, including a suggestion                  additional requirements on auditors or                 Administration.
                                              to embed PCAOB standards in the                         change substantively the requirements
                                                                                                                                                             ACTION: Notice.
                                              FASB’s Accounting Standards                             of PCAOB standards. Thus, the
                                              Codification.19 The PCAOB addressed                     reorganization, including the                          SUMMARY:   This is a notice of an
                                              many of these comments in its Original                  amendments, is not expected to affect                  Administrative declaration of a disaster
                                              Proposal, Supplemental Request, and                     the manner in which audits are                         for the State of Colorado dated 09/16/
                                              final rule release. The Commission does                 performed and reported under PCAOB                     2015.
                                                                                                      standards, including audits of EGCs.                     Incident: Landslides.
                                                12 The term ‘‘emerging growth company’’ is            Additionally, reorganizing the PCAOB                     Incident Period: 04/24/2015 and
                                              defined in Section 3(a)(80) of the Exchange Act. 15     standards into a single, integrated                    continuing.
                                              U.S.C. 78c(a)(80).                                      organizational structure should make it                  Effective Date: 09/16/2015.
                                                13 On July 30, 2013, the Commission adopted
                                                                                                      easier for auditors and others to                        Physical Loan Application Deadline
                                              amendments to Rule 17a-5 under the Exchange Act                                                                Date: 11/16/2015.
                                              to require, among other things, that audits of          navigate, use, and apply the standards.
                                              brokers’ and dealers’ financial statements be              The PCAOB’s EGC analysis was                          Economic Injury (EIDL) LOAN
                                              performed in accordance with the standards of the       included in the Commission’s public                    Application Deadline Date: 06/16/2016.
                                              PCAOB for fiscal years ending on or after June 1,                                                              ADDRESSES: Submit completed loan
                                              2014. 17 CFR 240.17a-5. See Broker–Dealer Reports,
                                                                                                      notice soliciting comment on the
                                              Release No. 34–70073, (July 30, 2013), 78 FR 51910      Proposed Rules. Based on the analysis                  applications to: U.S. Small Business
                                              (August 21, 2013), available at http://www.sec.gov/     submitted, we believe the information                  Administration, Processing And
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                                              rules/final/2013/34-70073.pdf.                          in the record is sufficient for the                    Disbursement Center, 14925 Kingsport
                                                14 See PCAOB Release No. 2015–002 at 21.
                                                                                                      Commission to make the requested EGC                   Road, Fort Worth, TX 76155.
                                                15 See Shatto Letter, Deloitte Letter and McMurtry
                                                                                                      determination in relation to the                       FOR FURTHER INFORMATION CONTACT: A.
                                              Letter.
                                                16 See Wills Letter.                                  Proposed Rules.                                        Escobar, Office of Disaster Assistance,
                                                17 See Deloitte Letter.                                                                                      U.S. Small Business Administration,
                                                18 See McMurtry Letter.                                 20 Section 103(a)(3)(C) of the Sarbanes-Oxley Act,   409 3rd Street SW., Suite 6050,
                                                19 See Wills Letter.                                  as amended by section 104 of the JOBS Act.             Washington, DC 20416.


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Document Created: 2015-12-15 09:35:21
Document Modified: 2015-12-15 09:35:21
CategoryRegulatory Information
CollectionFederal Register
sudoc ClassAE 2.7:
GS 4.107:
AE 2.106:
PublisherOffice of the Federal Register, National Archives and Records Administration
SectionNotices
FR Citation80 FR 57263 

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