81 FR 46143 - Public Company Accounting Oversight Board; Order Granting Approval of Proposed Amendments to Board Rules Relating to Inspections

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 81, Issue 136 (July 15, 2016)

Page Range		46143-46144
FR Document		2016-16727

Federal Register, Volume 81 Issue 136 (Friday, July 15, 2016)

[Federal Register Volume 81, Number 136 (Friday, July 15, 2016)]
[Notices]
[Pages 46143-46144]
From the Federal Register Online [www.thefederalregister.org]
[FR Doc No: 2016-16727]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-78289; File No. PCAOB-2007-04]

Public Company Accounting Oversight Board; Order Granting
Approval of Proposed Amendments to Board Rules Relating to Inspections

July 11, 2016.

I. Introduction

On March 24, 2016, 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''), a proposal to adopt amendments to Rule 4003, Frequency of
Inspections, to revise paragraphs (b) and (d) and add new paragraphs
(e) and (h) (collectively, the ``Proposed Rules'').\3\ The Proposed
Rules were published for comment in the Federal Register on April 13,
2016.\4\ At the time the notice was issued, the Commission extended to
July 12, 2016 the date by which the Commission should take action on
the Proposed Rules.\5\ The Commission received two 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\ On October 22, 2007, the Board filed amendments related to
Rule 4003 with the Commission and requested Commission approval. The
Commission did not act on the amendments subject to the 2007 filing.
On February 26, 2016, the Board adopted revisions to those proposed
amendments and, on March 24, 2016 amended the 2007 filing to reflect
those revisions.
\4\ See Release No. 34-77558 (April 7, 2016), 81 FR 21909 (April
13, 2016).
\5\ Ibid.
\6\ See letters from Deloitte Touche Tohmatsu Limited, dated
April 29, 2016 (``Deloitte''), available at https://www.sec.gov/comments/pcaob-2007-04/pcaob200704-1.pdf, and an anonymous letter,
dated May 3, 2016 (``anonymous letter''), available at https://www.sec.gov/comments/pcaob-2007-04/pcaob200704-2.htm.
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II. Description of the Proposed Rules

On February 26, 2016, the Board adopted amendments to Rule 4003 to
(i) require that at least five percent of registered public accounting
firms that play a substantial role in the preparation or furnishing of
an audit report be inspected on an annual basis, (ii) maintain the
requirement to inspect all firms that issue an audit report for an
issuer but provide the Board the discretion to forego an inspection, on
a case-by-case basis, for a firm that does not subsequently issue an
audit report for two consecutive years, (iii) qualify the term ``audit
report'' to keep relevant portions of the rule consistent with the
original meaning, and (iv) specify that no inspection requirement
arises solely because a firm consented to an issuer's use of a
previously issued audit report.

A. Amendments Related to the Inspection of Substantial Role Only Firms

Under the Proposed Rules, the triennial inspection requirement for
registered public accounting firms that play a substantial role in
audits but do not issue audit reports (``substantial role only'') \7\
is eliminated and replaced with a requirement to inspect at least five
percent of such ``substantial role only'' firms. As a result, Rule
4003(b) is amended to delete the references to ``substantial role
only'' firms and Proposed Rule 4003(h) is added to require that the
Board will inspect at least five percent of the ``substantial role
only'' firms on an annual basis. Additionally, Rule 4003(d) is amended
to remove the references to ``substantial role only'' firms.
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\7\ We are using the phrase ``substantial role only'' to
identify the registered public accounting firms that play a
substantial role in audits of issuers but do not issue audit reports
with respect to any issuers as distinguished from the category of
firms that play a substantial role in some audits and separately
issue audit reports with regards to other audits. Firms that play a
substantial role in an audit of an issuer must register with the
PCAOB. See PCAOB Rule 2100(b).
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B. Amendments Related to the Inspections of Firms That Have Not Issued
Audit Reports in Two Consecutive Years

Under the Proposed Rules, Rule 4003(b) will continue to retain the
requirement to inspect any registered public accounting firm that
issues an audit report with respect to an issuer. However, Proposed
Rule 4003(e) is added to provide the Board with the discretion to
forego the inspection of a registered public accounting firm that has
not issued any audit reports in two consecutive years.

C. Amendments Related to the Term ``Audit Report'' and Consents to the
Use of Previously Issued Audit Reports

Under the Proposed Rules, Rule 4003(d) is amended to add the phrase
``with respect to an issuer'' to qualify the term ``audit report''
within the rule. The added qualification is needed to clarify that the
Proposed Rules apply only to the audits of issuers because, after the
original rule was adopted, the Dodd-Frank Wall Street Reform and
Consumer Protection Act (``Dodd-Frank Act'') \8\ amended the Sarbanes-
Oxley Act to establish the PCAOB's oversight of the audits of broker-
dealers.\9\ Additionally, Rule 4003(b) is amended to provide that no
inspection requirement arises under the rule solely because a firm
consents to an issuer's use of a previously issued audit report.
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\8\ Public Law 111-203, 124 Stat. 1376 (2010).
\9\ See Section 101 of the Sarbanes-Oxley Act [15 U.S.C. 7211].
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D. Applicability and Effective Date

The Proposed Rules would become effective upon approval by the
Commission and apply to the audits of all issuers, including audits of
emerging growth companies (``EGCs''),\10\ as discussed in Section IV
below. The Proposed Rules do not impact the inspection frequency of the
audits of brokers and dealers under Exchange Act Rule 17a-5.\11\
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\10\ The term ``emerging growth company'' is defined in Section
3(a)(80) of the Exchange Act [15 U.S.C. 78c(a)(80)].
\11\ If the broker or dealer is also an issuer, the Proposed
Rules could impact the inspection frequency of the audits of such
broker or dealer.
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III. Comment Letters

As noted above, the Commission received two comment letters

[[Page 46144]]

concerning the Proposed Rules. Both commenters expressed support for
the Proposed Rules.\12\
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\12\ See Deloitte letter and anonymous letter.
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IV. The PCAOB's EGC Request

Section 103(a)(3)(C) of the Sarbanes-Oxley Act requires that any
rules of the Board ``requiring mandatory audit firm rotation or a
supplement to the auditor's report in which the auditor would be
required to provide additional information about the audit and the
financial statements (auditor discussion and analysis)'' shall not
apply to an audit of an EGC.\13\ The Proposed Rules do not fall into
this category of rules. Section 103(a)(3)(C) further provides that
``[a]ny additional rules'' adopted by the PCAOB after April 5, 2012
shall 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.'' The Proposed Rules fall within
this category of additional rules and thus the Commission must make a
determination under the statute about the applicability of the Proposed
Rules to audits of EGCs. Having considered those statutory 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.
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\13\ 15 U.S.C. 7213(a)(3)(C).
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In proposing application of the Proposed Rules to audits of all
issuers, including EGCs, the Board requested that the Commission make
the determination required by Section 103(a)(3)(C). To assist the
Commission in making its determination under Section 103(a)(3)(C), the
PCAOB prepared and submitted to the Commission its own EGC analysis,
which was included in the Commission's public notice soliciting comment
on the Proposed Rules. In its analysis, the Board states that the
Proposed Rules do not change or add to the requirements that apply to
the audits of any issuers, including EGCs. Any inspection of an audit
of an EGC would be conducted in the same manner as it would have under
existing PCAOB rules. The Proposed Rules only impact the frequency with
which the PCAOB may inspect a small number of firms.\14\
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\14\ Specifically, out of the proposed amendments, only Proposed
Rule 4003(e) would potentially change inspection frequency. However,
the number of firms that would be covered by Proposed Rule 4003(e)
appear to be small. The Board notes that there were 12 firms in 2015
that had previously issued an audit report in one year but none in
the following two consecutive years. For the firms that would be
covered by Proposed Rule 4003(h), the practice of the PCAOB has been
to inspect five percent of those firms on an annual basis since
2009.
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The Board does not anticipate that the Proposed Rules would impact
the audit quality for audits of EGCs by altering auditors' perception
regarding inspection likelihood. Specifically, the Board does not
believe that the Proposed Rules will affect an auditor's perception,
during an audit of an EGC, of the possibility of such audit being
inspected or the nature of any inspection or review, if conducted.
Based on the PCAOB's EGC analysis, we believe the information in
the record is sufficient for the Commission to make the requested EGC
determination in relation to the Proposed Rules. The Commission notes
that because only a small number of firms fall within the categories of
the Proposed Rules, the impact on the inspection frequency of the
audits of EGCs is likely limited. Further, as to the ``substantial role
only'' firms, the PCAOB is merely codifying its current practice.

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-2007-04) be and hereby are approved.

By the Commission.
Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2016-16727 Filed 7-14-16; 8:45 am]
BILLING CODE 8011-01-P

Federal Register / Vol. 81, No. 136 / Friday, July 15, 2016 / Notices 46143

provide clarity and transparency in its Rules were published for comment in require that the Board will inspect at
governance processes by identifying, in the Federal Register on April 13, 2016.4 least five percent of the ‘‘substantial role
OCC’s public rulebook, the parties At the time the notice was issued, the only’’ firms on an annual basis.
authorized to approve or disapprove Commission extended to July 12, 2016 Additionally, Rule 4003(d) is amended
membership applications, and fulfill the the date by which the Commission to remove the references to ‘‘substantial
public interest requirements of Section should take action on the Proposed role only’’ firms.
17A of the Act as described above. Rules.5 The Commission received two
comment letters in response to the B. Amendments Related to the
III. Conclusion notice.6 This order approves the Inspections of Firms That Have Not
On the basis of the foregoing, the Proposed Rules. Issued Audit Reports in Two
Commission finds that the proposal is Consecutive Years
II. Description of the Proposed Rules
consistent with the requirements of Act, Under the Proposed Rules, Rule
and in particular, with the requirements On February 26, 2016, the Board 4003(b) will continue to retain the
of Section 17A of the Act 18 and the adopted amendments to Rule 4003 to (i) requirement to inspect any registered
rules and regulations thereunder. require that at least five percent of public accounting firm that issues an
IT IS THEREFORE ORDERED, registered public accounting firms that audit report with respect to an issuer.
pursuant to Section 19(b)(2) of the play a substantial role in the preparation However, Proposed Rule 4003(e) is
Act,19 that the proposed rule change or furnishing of an audit report be added to provide the Board with the
(SR–OCC–2016–007) be, and it hereby inspected on an annual basis, (ii) discretion to forego the inspection of a
is, approved. maintain the requirement to inspect all registered public accounting firm that
firms that issue an audit report for an has not issued any audit reports in two
For the Commission, by the Division of
issuer but provide the Board the consecutive years.
Trading and Markets, pursuant to delegated
authority.20 discretion to forego an inspection, on a
case-by-case basis, for a firm that does C. Amendments Related to the Term
Robert W. Errett, ‘‘Audit Report’’ and Consents to the Use
not subsequently issue an audit report
Deputy Secretary. of Previously Issued Audit Reports
for two consecutive years, (iii) qualify
[FR Doc. 2016–16718 Filed 7–14–16; 8:45 am] the term ‘‘audit report’’ to keep relevant Under the Proposed Rules, Rule
BILLING CODE 8011–01–P portions of the rule consistent with the 4003(d) is amended to add the phrase
original meaning, and (iv) specify that ‘‘with respect to an issuer’’ to qualify
no inspection requirement arises solely the term ‘‘audit report’’ within the rule.
SECURITIES AND EXCHANGE because a firm consented to an issuer’s
COMMISSION The added qualification is needed to
use of a previously issued audit report. clarify that the Proposed Rules apply
[Release No. 34–78289; File No. PCAOB– A. Amendments Related to the only to the audits of issuers because,
2007–04] after the original rule was adopted, the
Inspection of Substantial Role Only
Firms Dodd-Frank Wall Street Reform and
Public Company Accounting Oversight Consumer Protection Act (‘‘Dodd-Frank
Board; Order Granting Approval of Under the Proposed Rules, the Act’’) 8 amended the Sarbanes-Oxley Act
Proposed Amendments to Board Rules triennial inspection requirement for to establish the PCAOB’s oversight of
Relating to Inspections registered public accounting firms that the audits of broker-dealers.9
play a substantial role in audits but do Additionally, Rule 4003(b) is amended
July 11, 2016. not issue audit reports (‘‘substantial role to provide that no inspection
I. Introduction only’’) 7 is eliminated and replaced with requirement arises under the rule solely
a requirement to inspect at least five because a firm consents to an issuer’s
On March 24, 2016, the Public percent of such ‘‘substantial role only’’
Company Accounting Oversight Board use of a previously issued audit report.
firms. As a result, Rule 4003(b) is
(the ‘‘Board’’ or the ‘‘PCAOB’’) filed amended to delete the references to D. Applicability and Effective Date
with the Securities and Exchange ‘‘substantial role only’’ firms and
Commission (the ‘‘Commission’’), The Proposed Rules would become
Proposed Rule 4003(h) is added to effective upon approval by the
pursuant to Section 107(b) 1 of the
Sarbanes-Oxley Act of 2002 (the Commission and apply to the audits of
subject to the 2007 filing. On February 26, 2016, the all issuers, including audits of emerging
‘‘Sarbanes-Oxley Act’’) and Section Board adopted revisions to those proposed
19(b) 2 of the Securities Exchange Act of amendments and, on March 24, 2016 amended the growth companies (‘‘EGCs’’),10 as
1934 (the ‘‘Exchange Act’’), a proposal 2007 filing to reflect those revisions. discussed in Section IV below. The
to adopt amendments to Rule 4003,
4 See Release No. 34–77558 (April 7, 2016), 81 FR Proposed Rules do not impact the
21909 (April 13, 2016). inspection frequency of the audits of
Frequency of Inspections, to revise 5 Ibid.
paragraphs (b) and (d) and add new 6 See letters from Deloitte Touche Tohmatsu
brokers and dealers under Exchange Act
paragraphs (e) and (h) (collectively, the Limited, dated April 29, 2016 (‘‘Deloitte’’), available
Rule 17a–5.11
‘‘Proposed Rules’’).3 The Proposed at https://www.sec.gov/comments/pcaob-2007-04/ III. Comment Letters
pcaob200704-1.pdf, and an anonymous letter, dated
18 In approving this proposed rule change, the May 3, 2016 (‘‘anonymous letter’’), available at As noted above, the Commission
https://www.sec.gov/comments/pcaob-2007-04/ received two comment letters
Commission has considered the proposed rule’s
pcaob200704-2.htm.
impact on efficiency, competition, and capital 7 We are using the phrase ‘‘substantial role only’’
sradovich on DSK3GMQ082PROD with NOTICES

formation. See 15 U.S.C. 78c(f). 8 Public Law 111–203, 124 Stat. 1376 (2010).
19 15 U.S.C. 78s(b)(2). to identify the registered public accounting firms
9 See Section 101 of the Sarbanes-Oxley Act [15
20 17 CFR 200.30–3(a)(12).
that play a substantial role in audits of issuers but
do not issue audit reports with respect to any U.S.C. 7211].
1 15 U.S.C. 7217(b). 10 The term ‘‘emerging growth company’’ is
issuers as distinguished from the category of firms
2 15 U.S.C. 78s(b). defined in Section 3(a)(80) of the Exchange Act [15
that play a substantial role in some audits and
3 On October 22, 2007, the Board filed separately issue audit reports with regards to other U.S.C. 78c(a)(80)].
amendments related to Rule 4003 with the audits. Firms that play a substantial role in an audit 11 If the broker or dealer is also an issuer, the

Commission and requested Commission approval. of an issuer must register with the PCAOB. See Proposed Rules could impact the inspection
The Commission did not act on the amendments PCAOB Rule 2100(b). frequency of the audits of such broker or dealer.

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46144 Federal Register / Vol. 81, No. 136 / Friday, July 15, 2016 / Notices

concerning the Proposed Rules. Both The Board does not anticipate that the SECURITIES AND EXCHANGE
commenters expressed support for the Proposed Rules would impact the audit COMMISSION
Proposed Rules.12 quality for audits of EGCs by altering
[Release No. 34–78283; File No. SR–
auditors’ perception regarding
IV. The PCAOB’s EGC Request NYSEMKT–2016–42]
inspection likelihood. Specifically, the
Section 103(a)(3)(C) of the Sarbanes- Board does not believe that the Self-Regulatory Organizations; NYSE
Oxley Act requires that any rules of the Proposed Rules will affect an auditor’s MKT LLC; Notice of Filing of
Board ‘‘requiring mandatory audit firm perception, during an audit of an EGC, Amendment No. 1 and Order Granting
rotation or a supplement to the auditor’s of the possibility of such audit being Accelerated Approval of a Proposed
report in which the auditor would be inspected or the nature of any Rule Change, as Modified by
required to provide additional inspection or review, if conducted. Amendment No. 1, To Amend Rule
information about the audit and the Based on the PCAOB’s EGC analysis, 952NY With Respect to Opening
financial statements (auditor discussion we believe the information in the record Trading in an Options Series
and analysis)’’ shall not apply to an is sufficient for the Commission to make
audit of an EGC.13 The Proposed Rules the requested EGC determination in July 11, 2016.
do not fall into this category of rules.
relation to the Proposed Rules. The I. Introduction
Section 103(a)(3)(C) further provides
Commission notes that because only a On March 23, 2016, NYSE MKT LLC
that ‘‘[a]ny additional rules’’ adopted by
small number of firms fall within the (‘‘Exchange’’) filed with the Securities
the PCAOB after April 5, 2012 shall not
categories of the Proposed Rules, the and Exchange Commission
apply to the audits of EGCs ‘‘unless the
impact on the inspection frequency of (‘‘Commission’’), pursuant to Section
Commission determines that the
the audits of EGCs is likely limited. 19(b)(1) of the Securities Exchange Act
application of such additional
Further, as to the ‘‘substantial role only’’ of 1934 (‘‘Act’’) 1 and Rule 19b–4
requirements is necessary or appropriate
firms, the PCAOB is merely codifying its thereunder,2 a proposed rule change to
in the public interest, after considering
current practice. amend Exchange Rule 952NY regarding
the protection of investors and whether
the action will promote efficiency, V. Conclusion the process for opening trading in an
competition, and capital formation.’’ options series. The proposed rule
The Proposed Rules fall within this The Commission has carefully change was published for comment in
category of additional rules and thus the reviewed and considered the Proposed the Federal Register on April 12, 2016.3
Commission must make a determination Rules and the information submitted On May 25, 2016, the Commission
under the statute about the applicability therewith by the PCAOB, including the extended the time period within which
of the Proposed Rules to audits of EGCs. PCAOB’s EGC analysis, and the to approve the proposed rule change,
Having considered those statutory comment letters received. In connection disapprove the proposed rule change, or
factors, and as explained further herein, with the PCAOB’s filing and the institute proceedings to determine
the Commission finds that applying the Commission’s review, whether to disapprove the proposed
Proposed Rules to audits of EGCs is A. The Commission finds that the rule change to July 11, 2016.4 On July
necessary or appropriate in the public Proposed Rules are consistent with the 8, 2016, the Exchange submitted
interest. requirements of the Sarbanes-Oxley Act Amendment No. 1 to the proposed rule
In proposing application of the and the securities laws and are change.5 The Commission received no
Proposed Rules to audits of all issuers, necessary or appropriate in the public comment letters on the proposed rule
including EGCs, the Board requested interest or for the protection of change. The Commission is publishing
that the Commission make the investors; and this notice to solicit comment on
determination required by Section B. Separately, the Commission finds Amendment No. 1 to the proposed rule
103(a)(3)(C). To assist the Commission that the application of the Proposed change from interested persons and is
in making its determination under Rules to EGC audits is necessary or approving the proposed rule change, as
Section 103(a)(3)(C), the PCAOB appropriate in the public interest, after modified by Amendment No. 1, on an
prepared and submitted to the considering the protection of investors accelerated basis.
Commission its own EGC analysis, and whether the action will promote II. Description of the Proposed Rule
which was included in the efficiency, competition, and capital Change, as Modified by Amendment
Commission’s public notice soliciting formation. No. 1
comment on the Proposed Rules. In its IT IS THEREFORE ORDERED,
analysis, the Board states that the Exchange Rule 952NY sets forth the
pursuant to Section 107 of the Sarbanes- Exchange System’s automated opening
Proposed Rules do not change or add to Oxley Act and Section 19(b)(2) of the
the requirements that apply to the process.6 Current Rule 952NY(b)
Exchange Act, that the Proposed Rules
audits of any issuers, including EGCs. (File No. PCAOB–2007–04) be and 1 15 U.S.C. 78s(b)(1).
Any inspection of an audit of an EGC hereby are approved. 2 17 CFR 240.19b–4.
would be conducted in the same 3 See Securities Exchange Act Release No. 77540
manner as it would have under existing By the Commission.
(April 6, 2016), 81 FR 21623 (‘‘Notice’’).
PCAOB rules. The Proposed Rules only Jill M. Peterson, 4 See Securities Exchange Act Release No. 77911

impact the frequency with which the Assistant Secretary. (May 25, 2016), 81 FR 35115 (June 1, 2016).
5 See Letter to Brent J. Fields, Secretary,
PCAOB may inspect a small number of [FR Doc. 2016–16727 Filed 7–14–16; 8:45 am]
Commission, from Martha Redding, Associate
sradovich on DSK3GMQ082PROD with NOTICES

firms.14 BILLING CODE 8011–01–P
General Counsel, Assistant Secretary, NYSE MKT,
LLC dated July 11, 2016. As more fully described
12 See Deloitte letter and anonymous letter. there were 12 firms in 2015 that had previously below, in Amendment No. 1 the Exchange proposes
13 15 U.S.C. 7213(a)(3)(C). additional modifications to Rule 952NY(c) to clarify
issued an audit report in one year but none in the
14 Specifically, out of the proposed amendments, following two consecutive years. For the firms that and detail how the Exchange would determine the
only Proposed Rule 4003(e) would potentially would be covered by Proposed Rule 4003(h), the opening price upon dissemination of an NBBO from
change inspection frequency. However, the number practice of the PCAOB has been to inspect five OPRA.
of firms that would be covered by Proposed Rule percent of those firms on an annual basis since 6 See Exchange Rule 952NY. The term ‘‘System’’

4003(e) appear to be small. The Board notes that 2009. refers to the Exchange’s electronic order delivery,

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Document Created: 2016-07-15 02:53:36
Document Modified: 2016-07-15 02:53:36

Category		Regulatory Information
Collection		Federal Register
sudoc Class		AE 2.7: GS 4.107: AE 2.106:
Publisher		Office of the Federal Register, National Archives and Records Administration
Section		Notices
FR Citation		81 FR 46143