BUYING Autonomy, a British software company, once seemed like a
good idea to Hewlett-Packard (HP). Western investors were once eager to buy
into Chinese companies that had secured listings on American exchanges. Neither
idea seems so hot now. Both these changes in sentiment raise awkward questions
for the Big Four accounting firms: Deloitte, Ernst & Young, PwC and KPMG.
HP first. The computer giant announced last month that it was
writing down the value of Autonomy by $8.8 billion, in part because of
“accounting improprieties, misrepresentations and disclosure failures”. (Mike
Lynch, Autonomy’s former boss, denies the charges and has set up a website
demanding that HP detail its accusations.) With so few global auditors to
choose from, a saga like this ends up sucking them all in. Deloitte was
Autonomy’s auditor; Ernst & Young is Hewlett-Packard’s. KPMG provided
advice on the deal. PwC has been hired by HP to sort through the mess.
If HP’s claims are true, Deloitte, Autonomy’s auditor, will be
the one in the cross-hairs. If they are false, Ernst & Young, which will
sign off HP’s huge write-down of Autonomy, will have a lot of explaining to do.
HP says the third of the Big Four, KPMG, “audited” the deal; KPMG says it
provided only a “limited set of non-audit-related services”.
Deloitte has most reason to be nervous. As well as auditing
Autonomy, it provided $6.7m in non-audit services over seven years, prompting
critics to raise familiar questions about conflicts between accountants’
auditing duties and their consulting work. Deloitte advised Autonomy on
executive pay, for example, something that would be forbidden under America’s
Sarbanes-Oxley law, but was permitted in Britain. Moreover, Deloitte Luxembourg
last year announced a close partnership with Autonomy to roll out a piece of
Autonomy software.
The HP-Autonomy saga points to another feature of the Big Four’s
business model. The quartet may market themselves as seamless global firms but
in fact they are a string of legally independent local partnerships. That is
why Britain’s Deloitte LLP can do things that would be forbidden for Deloitte
LLP in America, despite their common membership in the Deloitte Touche Tohmatsu
network.
On December 3rd this network structure came under attack from
another quarter. America’s Securities and Exchanges Commission (SEC) charged
the Big Four and BDO (a smaller firm) for refusing to share documents related
to audits of troubled Chinese firms listed on American exchanges. Chinese
divisions of the Big Four have audited several Chinese firms that listed abroad
and then tanked. Prominent among these are Longtop Financial, a technology firm
that has since been delisted in America, and Sino Forest, which Canadian
authorities are investigating for allegedly faking its own forestry assets.
American regulators, including the SEC and the Public Company
Accounting Oversight Board (PCAOB), have been demanding the work papers for the
controversial audits from the Chinese affiliates. That puts the auditors in a
bind. American regulators must ensure that the foreign auditors of firms listed
in America are doing their job properly. But Chinese laws forbid the sharing of
those documents, on the grounds that vaguely defined “state secrets” might
surface.
For a while, Sino-American negotiations seemed to be making some
progress on a compromise. A few months ago officials from PCAOB were allowed to
observe their Chinese counterparts during a “trust-building” exercise. But a
meeting between the two sides in November appears to have ended frostily, and
the SEC hardened its position this week by declaring that “firms that conduct
audits knowing they cannot comply with laws requiring access to these work
papers face serious sanctions.” The PCAOB is expected to declare by year’s end
that if a foreign auditor has not been inspected properly by American
authorities, it will be deregistered.
If such a rule is upheld by courts and confirmed as policy, it
would mean the Big Four’s affiliates in China could lose many multinationals as
clients, as American laws require firms to use registered auditors. It might
also force the exit of scores of Chinese firms listed in America. Perhaps in
anticipation, China Development Bank, a state-run institution, has recently set
aside more than $1 billion to help smaller firms leave American exchanges.
The Big Four claim that their global scale and multidisciplinary
scope are good things. In one sense they are right. Consulting is the
fastest-growing of the Big Four’s businesses; Asia, the zippiest of the regions
they operate in. But the events of the past few weeks show there are perils,
too, in trying to have the best of all worlds.
Sumber : http://www.economist.com/news/finance-and-economics/21567953-two-controversies-ensnare-big-four-accountable?zid=294&ah=71830d634a0d9558fe97d778d723011d
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