At the top of the agenda on May 1, when the audit committee of Brunswick Corp. met, were the nonaudit fees paid last year to Arthur Andersen LLP, the company's external auditor.
The $3.3 million Andersen got for tax advice, acquisition due diligence, and help with new accounting pronouncements, the committee was told, was 2.2 times more than the $1.5 million it cost Brunswick for the basic audit services. But that ratio was about half the average among all of Andersen's clients. Moreover, the group of five directors, which includes a current and a retired CFO, was assured that these nonaudit fees had in no way impaired the objectivity of the Andersen auditors when they reviewed the books of the Lake Forest, Illinois, maker of recreational products.
To test that assertion, the committee members pressed the finance executives at the meeting about their selection process for these nonaudit assignments. "We probed the staff on whether there was any quid pro quo," says Robert Ryan, CFO of Medtronic Inc., who joined Brunswick's audit committee in 1998. "We wanted them to take us through the work that was done, and explain why Andersen was the best firm for the job."
Ryan was satisfied by what he heard, since the answers were much the same as he would have given under such questioning. As for Brunswick's CFO, Vicki Reich, she welcomed the scrutiny. "There is heightened sensitivity among all parties that we don't want to do anything to compromise auditor independence," she says.
And for good reason. Since February 5, businesses have been required to disclose in their proxies what they pay their accountants for information-technology (IT) and certain other consulting services. And audit committees have, in turn, been called on to determine whether these nonaudit fees can make auditors' backbones go soft.
Evaluating auditor independence, however, is only the most high profile of a series of new initiatives designed to give audit committees more teeth. The impetus came from former Securities and Exchange Commission chairman Arthur Levitt, who charged--as part of his broad-based assault on earnings management--that audit committees didn't meet enough, conducted only perfunctory reviews of financial statements, and were stacked with members who were unqualified or too close to management. In response, a blue-ribbon panel of market regulators, accounting officials, and corporate executives sought to rectify those deficiencies with new oversight requirements.
As of June, companies were expected to have addressed the last of the panel's 10 proposals: that all committee members be financially literate and that at least one qualifies as a financial expert. Former SEC general counsel Harvey Goldschmid asserts that the new rules, which were originally approved in December 1999, "are achieving their purpose of having far more active audit committees."
By all available measures, Goldschmid is right. Two years ago, CFO reviewed 150 random corporate proxies filed in 1998 to gauge the state of audit committees. We found that Levitt's critique was largely on target. This spring, we looked at a subset of that original group--only 80 had filed proxies in 2001, while 42 others had either been acquired or gone out of business--and found evidence of improvement.
For instance, audit committees today meet an average of 4.6 times annually, up from 3.5 times in 1998; the blue-ribbon panel said a minimum of four meetings a year were needed to provide adequate oversight. The change was even more dramatic with regard to having only independent directors serve on the committee. In 1998, 28 percent of the companies in our survey had at least one committee member with business or personal ties that might compromise objectivity; the tally in 2001 was just 13 percent.
Improvement--albeit slight--was also found in the composition of audit committees. While they remain heavily weighted to CEOs, the percentage of companies with CFOs or other finance and accounting professionals on their committees grew from 24 in 1998 to 27 this year. Yet indications are that the numbers won't go much higher, because the new definitions of financial literacy--which are set by the stock exchanges--are overly broad, allowing any executive with financial- oversight experience to fit the bill.
Predictions cannot be made, however, about how the ratio of nonaudit fees to audit fees paid will change, since those amounts have not been previously disclosed. Levitt fretted that auditors' judgment was clouded by their firms' efforts to sell various other services, particularly related to IT. In our survey, every company engaged its external auditor for some nonaudit services, such as tax advice or acquisition due-diligence support, and overall the ratio of those fees to the audit fees was 2.3 to 1. Far fewer companies hired their auditors for help on IT projects--28 percent--but with those fees included, the ratio jumped to 5.8 to 1.
Overall, the jury is still out on whether audit committees are more effective. "There's a greater sense of responsibility and more vigilance on the part of audit committees," says former Secretary of Commerce Barbara Hackman Franklin, who serves on six audit panels and heads those at Dow Chemical Co. and Aetna Inc. "But the big question is whether these new rules will cure the management-of-earnings problem that Levitt had in his sight."
Historically, the audit committee has been the place to stow new directors. Frequently lacking any background in finance and accounting, these directors were rarely in a position to challenge management or external auditors. No more. According to Julie Daum, managing director for board services at executive recruitment firm Spencer Stuart Inc., companies are being "very careful about choosing who serves on that committee."
That choosiness has translated into an effort to ensure financial savvy among members. High-profile CFOs report they have received more offers to sit on boards than they could possibly accept, and almost invariably are now being recruited for the audit committee. Marie Knowles, the retired CFO of Atlantic Richfield Co., serves on three corporate boards, and chairs the audit committees of all three (Phelps Dodge Corp., America West Holdings Corp., and URS Corp.). Robert Wayman, CFO of Hewlett-Packard Co., is a director of several boards, serves on the audit committee of Sybase Inc., and co-chairs the audit committee of Portal Software Inc. Similarly, Medtronic's Ryan was recently shifted from the compensation to the audit group at UnitedHealth Group Inc., and wasn't given a choice when he joined the Brunswick board. "I was told I was on the audit committee from day one," he says.
At the same time, there's an effort to include fewer individuals with ties to management. What connotes independence, however, can vary widely. The stock exchanges, which again set the rules, give companies leeway to have nonindependent directors on the audit committee if they believe there's no one better for the job. But shareholder groups argue for stricter standards. "We're no longer seeing anything as egregious as having the [sitting] CFO on the audit committee," says Jamie Heard, CEO of Proxy Monitor Inc., a shareholder advisory firm based in New York. "But some of the affiliated outsiders who may pass muster under exchange rules don't live up to our definition of independent," because of business ties. For that reason, Proxy Monitor has recommended shareholder votes against 260 nonindependent directors who sit on audit committees during the current proxy season.
In all, our recent survey showed that 13 percent of the companies had audit committee members with personal or business relationships to management, compared with 28 percent in 1998. In the past three years, Lincare Holdings Inc. CFO Paul Gabos stepped down from the company's audit group, as did several former CFOs, including Vincent Marafino of Lockheed Martin. In contrast, Apple Computer Inc. had to weigh losing veteran Jerome York, the former CFO of Chrysler Corp. and IBM Corp., after he became CEO of MicroWarehouse Inc., an Apple reseller. "The Board," states Apple's proxy, "determined that it is in the best interest of the Company and its shareholders that he continue to serve as a member of the Audit Committee."
Improving the ties between the audit committee and the auditors is a central theme of many of the recently enacted rules. Among them is the call for the outside auditors to be accountable to the audit committee instead of management, with the directors being held responsible for hiring and firing decisions. In addition, the audit firm is now expected to have more-frequent and more-detailed discussions with the committee, especially around the quarterly earnings.
"The biggest change for me has been the quarterly review process," says Franklin. "Before, the auditors were in the loop [with management], but the audit committee was not." For the two audit groups she heads, Franklin insists that the entire committee take part in this review, even though the new rules require only the chair to be present.
For the most part, audit committees are not counting the quarterly review as an official meeting, but they are nevertheless meeting more often. In our survey, the average number of meetings jumped to 4.6 annually, from 3.5 in 1998. Frank Borelli, a retired CFO of Marsh & McLennan Cos. and a corporate member of the SEC's audit committee panel, says he devotes more time now to the meetings that he organizes as chair of audit committees at The Interpublic Group of Cos. and Express Scripts Inc.
"The problem with audit committees [in the past] was that they were held just before board meetings; it was like a fire drill," says Borelli. "You need a relaxed atmosphere without time constrictions. We hold our meetings the afternoon before and leave at least two hours, so we can meet with the financial officers and make sure we get a feel for everything that goes into making the financial statements work."
Yet skeptics still question committees' diligence. The audit committee charter and annual report that must be included in the proxy are largely boilerplate, and "seem like they were all drafted by the same law firm," says shareholder activist Nell Minow, who edits The Corporate Library, a corporate governance Web site. "These reports tell us how often [committees] meet, but not for how long."
The notion of calling on the audit committee to review auditor independence was recommended by the SEC panel in 1999. But it wasn't until late last year, when Levitt sought to ban accounting firms from performing certain nonaudit services for audit clients, that an agreement was struck to report the fees paid.
The effect of these disclosures is subject to debate. In our survey, the majority of firms describe fees for other services, such as tax advice and merger integration. Inevitably, the audit committee report in the proxies asserts that the board does not believe that auditor independence has been impaired. "Although the Company expects to continue to retain KPMG and other firms to assist in the design and implementation of its financial information systems," states the audit committee of General Electric Co., which paid the accounting firm $50.4 million in IT fees in 2000, "GE managers make all management decisions with respect to such systems, and are responsible for ... establishing and maintaining the Company's system of internal accounting controls."
Finance executives tend to see a benefit from having their auditors take on nonaudit projects. "They're here, they know us, and it makes things more efficient," says Brunswick's Reich. Although Brunswick had previously hired Arthur Andersen for systems projects, Reich argues that it's important to go through a competitive bid process. "There's a point where management and the audit committee should look hard to see if someone else can do the job," she says. "You don't want to do anything that could hurt the perception of auditor independence."
Where that point lies is hard to determine. "It's a judgment call about how much is too much before the auditors' independence is impaired," says Franklin. But she notes that her rule of thumb is if the consulting fees amount to more than 50 percent of the total fees on a three-year rolling average, it's time to take a closer look.
Overall, the nonaudit fees in our survey were 64 percent of the total accounting firm fees for the companies sampled, with almost 4 of 10 exceeding the 75 percent threshold. Of the 10 with the highest ratio, only 2, Cadence Design Systems Inc. and AT&T Corp., have been hit with shareholder lawsuits in recent years. In neither case has the auditor been implicated.
It may take time, but the nonaudit percentages will likely come down. "In the current environment, it's inevitable that the market will be cautious about paying large amounts of nonaudit fees to the audit firm," says Michael Cook, former CEO of Deloitte & Touche, who sits on six audit committees. "Today, we're seeing the results of relationships and contracts that were in place before the heat was turned up. In two years, you're going to see numbers of less magnitude."
WHITHER AUDIT COMMITTEES?
When the SEC began its push to beef up audit committees, the overriding concern among directors and corporate executives was that new rules would prompt more litigation. To date, however, the only explosion the new rules have brought has been in the amount of time and energy directors must commit to audit committees. "We just keep loading on," says Cook. "My concern is that we don't solve the problem of inadequate audit committees by driving away some of the best members."
Others don't see the new tasks as a deterrent. "The role and oversight haven't extended beyond what is appropriate," says Allen Krowe, former CFO of Texaco Inc., who chairs Navistar International Corp.'s audit committee. In fact, as Krowe sees it, the new rules have had "an accelerating effect," adding more time to the job by formalizing what good audit committees have always done. "This is serious, nontrivial work," he says. "You have to be committed to doing homework and keeping up to speed. This is not something to do because it looks good on your résumé."
Stephen Barr is senior contributing editor at CFO.
Audit committee members with business ties. Are they kosher?
|Jerome York||Apple Computer|
CEO of MicroWarehouse, and Apple reseller
|"The Board...determined that it is in the best interest of the Company and its shareholders that he continue to serve as a member of the Audit Committee."|
|Receives an annual consulting fee of $32,000 and an automobile allowance of $6,000. "The Board of Directors reviews these arrangements on an annual basis."|
|Hans-Jurg Schurman||K-Tron International||Lawyer at Schurman and Partner||"Firm represents the Company and its subsidiaries in Switzerland."|
|Peter Claudy||McLeodUSA||Director of City Signal Comm.||City Signal was paid $863,081 for network construction services in 2000.|
|Thomas Collins||McLeodUSA||Of counsel at Shuttleworth & Ingersoll||Paid law firm $622,096 for legal services in 2000, up from $80,183 in 1997. "We plan to retain the firm in 2001."|
|William Harrison||Merck||CEO of J.P. Morgan Chase|
"Both [Chase and J.P. Morgan] provided financial advisory, commercial, and investment banking services to the Company in 2000."
|Jean-Louis Vinciguerra||NTL||CFO of French Telecom|
Audit membership is "based on an agreement between the Company and French Telecom...and does not interfere with the exercise of his independent judgment."
|C. Webb Crockett||Southwest Airlines||Lawyer at Fennemore Craig||"Firm performed services for the Company in the past and may do so in 2001."|
|H. Lynn Page||Synovus Financial||Consultant|
Received $24,000 during 2000 for services "in connection with portfolio management and potential opportunities for business expansion."
|Roland McPherson||Wisconsin Central Transportation||Director of Railroad Financial Corp.|
"The Company paid Railroad Financial Corp. $300,000 for services provided in 2000."
Source: Company reports; CFO research
THE 75 PERCENT SOLUTION?
Where nonaudit fees dwarf audit fees.
|Auditor||Audit fee||IT fee||Other fees||Nonaudit %|
|Motorola||KPMG||$3.9 mill.||$35.5 mill.||$26.8 mill.||94|
|Apple Computer||KPMG||$2.3 mill.||$21.5 mill.||$7.1 mill.||93|
|McLeodUSA||Andersen||$720,500||$5.1 mill.||$1.2 mill.||90|
|AT&T||PwC||$7.9 mill.||$28.2 mill.||$22.7 mill.||87|
|Cadence Design Systs.||Andersen||$900,000||None||$5.7 mill.||86|
|NTL||E&Y||$2.1 mill.||None||$13 mill.||86|
|Qwest Comm.||Andersen||$1.1 mill.||None||$6.8 mill.||86|
|Chevron||PwC||$5 mill.||$2.7 mill.||$26.2 mill.||85|
|CSS Industries||Andersen||$300,000||$1.5 mill.||$20,000||84|
Source: Company reports
How audit committees have changed.
- Ratio of nonaudit to audit fees: 2.3:1
- Ratio of nonaudit and IT fees to audit fees: 5.8:1
- Percentage of companies with IT fees: 28
- Percentage of nonaudit and IT fees of total fees paid to auditor: 64
- Percentage of companies with more than75% of nonaudit and IT fees to total: 38
- Avg. number of meetings in 1998: 3.5
- Avg. number of meetings in 2001: 4.6
- Percentage increase: 31
- Percentage of companies with apparentconflicts in 1998: 28
- Percentage of companies with apparent conflicts in 2001: 13
- Percentage decrease: 54
Source: Company reports