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Summary
Introduction
6.01 Certain activities should be completed by the audit team before starting
the current year audit. These include the following:
performing client acceptance procedures for initial audits
performing client reacceptance procedures for continuing audits
determining whether GTI member firms, the firm and the audit team
are independent
obtaining an engagement letter to document the understanding
established with the client of the terms of the engagement
completing EPF to determine whether a quality control reviewer will be
assigned to the audit team
determining whether the firm can serve as the group auditor, when
applicable
6.02 These procedures are called preaudit activities. Preaudit activities impact
how the firm will approach the current year audit and in some cases may
impact whether the firm chooses to perform an audit. Accordingly, the
timing of preaudit activities will vary, but should always be performed
before significant other audit activities (e.g., risk assessment procedures)
are performed. For example, in most circumstances, it is often preferable
that reacceptance procedures be performed at the conclusion of the prior
year audit whereas other preaudit activities may be performed just prior to
beginning significant other audit activities for the current year audit.
6.05 Many preaudit activities can be performed by the audit team and others in
the firm without the direct involvement of client personnel, especially for
continuing engagements. However, the audit team may need to conduct
preliminary discussions with client personnel to effectively perform certain
other preaudit procedures. These discussions may include:
matters impacting independence and client continuance
establishing an understanding of the terms of the engagement,
including fees
establishing the tentative timetable
maximizing use of client personnel
While assessments of independence, ethics and management integrity are
done at the beginning of the audit, these should also be re-evaluated
throughout the audit as circumstances change.
6.09 Firm policies and procedures regarding ethics and independence are
discussed in the firm’s Independence Manual. The Independence Manual
can be accessed in GEL.
Engagement Letters
6.10 The audit team should obtain a written engagement letter for every audit.
An engagement letter formalizes the understanding with the client
regarding the services the firm is to provide and describes the nature of
the work to be performed. The letter also deals with various professional,
legal and other business considerations.
6.11 For recurring audit engagements, professional standards require the audit
team to consider whether circumstances require the terms of the
engagement to be revised and whether there is a need to remind the client
of existing terms of the engagement. In the current environment where
firm policies, legal interpretations, and professional standards continuously
change and evolve, a continuing engagement letter, even with addendums
and supplements, cannot adequately protect the firm against the risk of
non-compliance with policies and provide the legal protections that the
firm believes are prudent. Accordingly, the firm requires a new
engagement letter every year and precludes the use of continuing
engagement letters for all assurance services.
6.17 In each situation where the audit team intends to perform non-audit
services, they must comply with the applicable independence rules (for
example, not performing management functions or making management
decisions; determining whether management can evaluate the adequacy
of the services; and management accepting responsibility for the results,
etc.).
6.18 The audit team should draft the engagement letter using the most current
illustrative letter, which is located in GEL under Grant Thornton Letters
and Forms > Audit Engagement Letters. The audit team should never draft
the engagement letter by tailoring the prior year letter or using an
engagement letter issued for another client. The firm believes this will
prevent unintended omissions from letters and thereby reduce the chance
of inappropriate tailoring.
6.19 Modifications to the wording in the illustrative letters should only be made
to describe specific terms of a particular engagement and paragraphs that
are clearly not applicable should be omitted. Unless otherwise specifically
noted, all paragraphs are required. If a client proposes eliminating or
modifying required verbiage, the audit team should consult with the PSP
and the RPPS, as appropriate.
6.20 When drafting engagement letters for assurance services not specifically
addressed by the firm’s existing engagement letters in GEL, preparers
should refer to the most closely related illustrative letters (SEC, non-SEC,
governmental) for permitted and prohibited language. These letters will
provide guidance on language prohibited by independence rules and legal
protections for the firm, such as limitation of liability, indemnification
prohibitions and performance standards clauses.
Additional Guidance for Engagement Letters
6.21 The engagement letter is addressed to (and signed by) the owner or an
officer or director of the entity, preferably the chief executive officer. For
listed entity audit clients, the audit committee is directly responsible for
appointment, compensation and oversight. Therefore, the engagement
letter should be addressed to and signed by the chair of the audit
committee, or the chair of the board of directors, where no audit
committee exists.
6.23 The introductory paragraph should cordially set forth the primary purpose
of the letter. For example, either of these types of wording options may be
used:
The purpose of this letter is to set forth the terms of our engagement.
6.24 The firm prefers that the names of all companies or other entities be
identified instead of being referred to inclusively as in "... and
subsidiaries." If one or more subsidiaries are to be audited by another firm,
this fact should be stated as a part of our understanding. Where there are
numerous entities, it is preferable to list them. Some examples are:
Single Entity
Grant Thornton LLP (“Grant Thornton”) will audit the balance sheet of
Brown Equipment Co., Inc. …
Consolidated Statements
Omitted Subsidiary
Same as the consolidated statement for a large number of subsidiaries,
with the following added:
In such situations, the audit team should discuss the procedures they may
employ with respect to the other auditor's work and its possible effects on
the report with the client and should also include language in the
engagement letter covering such procedures.
Change in Services
6.25 When the nature of services is significantly modified from the previous
year's engagement letter, it is suggested that this be clearly spelled out,
particularly where it will result in a substantially higher fee. Some of the
changes in scope that might be referred to include:
inclusion of certain subsidiaries audited by another firm the preceding
year
change from unaudited statements to the expression of an opinion
Reference to the latter change might read:
This does not refer to limitations of scope imposed after an audit has
started or to a change to unaudited financial statements when an audit
was conducted in the preceding year.
Fees and Billing Arrangements
6.26 All engagement letters should contain language relating to fees and billing
arrangements. When establishing fees with clients, the following should be
considered:
Fee arrangements should be made prior to the work commencing. The
engagement letter, reviewed with the client, is the means to assure
that such arrangements were made.
Fixed fee arrangements are generally to be avoided.
Due to the many uncertainties involved in SEC registrations and
related types of engagements, it is difficult, if not impossible, to
accurately estimate the time charges. Because of possible implications
that work is limited based on fee limitations, the firm prefers non-fixed
fees for registration engagements, except in certain rare situations
when it is necessary to furnish an estimate. The fee quoted, in such
case, should be restricted to an estimate for fieldwork plus hourly rates
for conferences with underwriters, attorneys, and the SEC, and for any
additional, resulting work. An all-inclusive quotation normally should
not be furnished, except in unusual circumstances. In such cases, a
statement indicating that the quotation should not be considered a
maximum fee should be included in the engagement letter.
Care should be exercised in providing estimated fee quotations. When
such estimates are provided, the firm's policies with respect to billing,
collections and retainer requests should be followed.
If a fee or rate quotation is provided, it should avoid comparison with
the prior year. For example, the letter should not state: "The annual
fee for services will be increased from __________ to __________."
Retainer considerations for new clients, clients who have
demonstrated poor payment performance in the past, and other
situations where collection may be deemed problematic. The
engagement partner may need to consult with the OMP to determine
engagement situations requiring a retainer.
The firm will not enter into deferred fee arrangements for engagements
where the firm needs to maintain its independence. Other deferred fee
arrangements should be avoided. In instances where a registration
statement is being filed, such an arrangement could impair
independence because the outcome of the offering is dependent upon
the success of the registration statement and subsequent underwriting.
6.27 The firm’s standard fee clauses and supplemental schedules are included
in the illustrative engagement letters in GEL under Grant Thornton Letters
and Forms.
6.29 When the optional Engagement Planning Data (see the Appendices for
Enhanced Fee Realization) is used, it should usually be referred to in the
engagement letter in a manner such as:
Our estimated fee takes into account pertinent information you (or your
personnel) have given us concerning your records and audit facilitation
materials to be provided by your personnel, which has been summarized
(or if to be completed later: you have agreed to summarize) on our
Engagement Planning Data Form.
Our estimated fee takes into account the Engagement Planning Data
attached (or: reflected in Attachment X to this letter).
Our fee for this engagement, which takes into account the
Engagement Planning Data attached, is estimated to approximate
$XX,000.
Engagement-Related Expenses
6.30 One effective way of improving realization of fees is to verify that ALL
expenses relating to an engagement (both direct and indirect) are billed to
our clients in a timely and consistent manner. This includes billing for
administrative charges. Annually, the firm provides policies for billing and
collections and also updates fee language for engagement letters.
Revisions to engagement letter language are updated in the firm’s
illustrative letters.
6.32 In these instances, the basis for the discount (i.e., the anticipation of a
long term relationship) has not been realized. Had the firm known that the
basis for the discount would not be realized, it likely would not have
agreed to provide the services at discounted fees. Accordingly, the only
way for to be fairly compensated is by charging the client a termination
fee, which represents the recouping of the discounted fees. In certain
situations, the partner should annually advise clients in the engagement
letter that the firm will recover our discounted fees if our services are
terminated. This termination fee would be in addition to any fees for future
services that might be necessary. Care needs to be taken to avoid any
implication that the discounted fees are either an unpaid or a contingent
fee, which in some cases would create independence impairment or
violate state regulatory requirements. Recovering discounted fees upon
termination can be best accomplished by adding language in the
engagement letter. The firm’s illustrative letters contain the appropriate
language. (The number of years to include such a clause is at the
discretion of the partner, but ordinarily such a fee would not be charged
after the fifth year of the relationship.)
Additional Clauses
6.35 In the non-SEC illustrative engagement letters, the firm includes additional
protections, such as limitation of liability and indemnification clauses
(labeled “Standards of Performance”). These legal protections are only
included when they are not prohibited by the applicable independence
rules or other rules and regulations. It is imperative for the engagement
team to carefully follow the instructions in the illustrative engagement
letters so that independence is not impaired by use of these provisions.
6.36 The firm expends a great deal of time and effort in ensuring that it has top
quality and highly trained professionals to appropriately service its clients.
Likewise, the firm’s clients make similar investments in their employees.
The firm’s investment is in anticipation of its professionals’ long-term
continuing employment. When a professional leaves the firm for another
opportunity, this investment is substantially lost. In many cases, the
professional leaves to join the staff of a client; and the client may not
realize the significant costs the firm has in recruiting and training new staff,
scheduling demands on remaining staff, and lost opportunities to accept
new assignments. In some instances, the firm has been successful in
recouping a portion of these costs when an understanding with a client
that a fee will be charged if the client solicits or hires any firm professional
participating in the client’s engagement without our express written
consent. In establishing such an understanding, the firm should avoid any
implication that the fee is either an unpaid fee or a contingent fee, which in
certain circumstances, could create an independence impairment or
violate state regulatory requirements.
6.37 Due to the changes in independence rules for SEC registrants when a
member of the audit team is lost, the firm not only incurs significant
expenses in hiring and training replacements, but their employment by the
client also raises serious independence issues. If it is determined that
Grant Thornton is not independent because of a client’s employment of an
audit team member, the firm would not be able to complete the audit,
perform any interim reviews, or update the firm’s reports for any
subsequent events or other matters for any registrations within the
mandated, one-year “cooling-off” period or for any period for which the
firm is not independent.
6.38 Because of this, the firm requires the use of an employment solicitation
clause for all SEC audit engagements and other engagements where the
firm is also the auditor of record under the SEC’s independence rules.
This puts the client “on notice” regarding the ramifications of hiring an
audit team member and also protects the firm from any financial losses
incurred as a result of their hiring decision. Therefore, unless prohibited by
statute or by court rulings, SEC engagement letters should contain this
clause. For all other engagement letters, use of this clause is optional.
Electronic Transmittals
6.39 The firm’s Technology Usage and Information Security Policy stresses
that confidential information must only be transmitted in a secure manner,
like the firm’s secure file transfer utility. Emails are viewed as the legal
equivalent of post cards, sent without the expectation of privacy inherent
in the regular mail, an overnight courier or even a fax. Although
technology is changing rapidly, the law on this subject still suggests that
neither sender nor recipient can have an expectation of privacy in
information sent by email over the Internet. The firm’s external email is
transmitted over the Internet, which is not a secure system under the
firm’s control. Therefore, in addition to taking care whether to transmit
information or documents over the Internet, the Technology Usage and
Information Security Policy discourages transmission of confidential client
documents or information by email over the Internet.
6.41 The firm requires a dispute resolution clause in all engagement letters,
unless the OMP, in consultation with the firm’s legal counsel specifically
approves its omission (or modification). There are two options for this
clause that depend on whether a GTI member firm is assisting us with the
engagement.
6.42 The current business climate and the costly and often unfair litigation
system has led the firm to reevaluate how it deals with potential claims
against it by clients and how much risk the firm is willing to assume to a
client, to a bankruptcy trustee or other entity which might stand in the
shoes of a client and pursue a claim against the firm.
6.43 One way to lessen the firm’s risk is through the use of an alternative
dispute resolution (“ADR”) provision in the firm’s engagement letters,
specifically binding arbitration. Many of the lawsuits against the firm were
made by clients blaming their own poor decision making on the firm or by
a representative of the former client, such as the FDIC or a bankruptcy
trustee seeking recovery of all losses to the failed client. The engagement
letter provisions for arbitration can go a long way to leveling the playing
field in this type of litigation.
6.44 The following are points which support the firm’s use of the arbitration
provision:
The provisions used by the firm do not impair independence. Each
illustrative engagement letter includes an acceptable provision, in
consideration of applicable independence and other rules and
regulations.
ADR allows the firm to privately resolve any disputes with its clients or
any entity standing in the shoes of a client, such as a trustee or the
FDIC. This will alleviate negative publicity associated with a complaint
being filed. In addition, when the provision precludes an arbitrator from
awarding punitive damage awards (discussed below), it can also stop
some of the more outrageous claims for damages.
ADR has the potential to speed up the time to resolve disputes with our
clients allowing the firm to focus again on its business rather than
focusing energy and resources on litigation. It requires less
involvement in the dispute process for engagement personnel.
The provision, when managed correctly, can reduce the cost of dispute
resolution, allowing resources to be allocated to other practice areas.
ADR allows clients a chance to air emotional issues and to talk through
issues which can be a stumbling block in traditional litigation.
When permitted by independence and other rules and regulations, the
provision precludes an arbitrator from awarding punitive damage
awards, which can be larger than actual damages. Punitive damage
awards are not appropriate in what are essentially professional
negligence cases, but are often used to threaten defendants into
settling unreasonable cases.
Group Audits
6.51 For audits of consolidated groups, the determination of who can serve as
the group auditor is a matter of judgment. Professional standards allow
latitude in determining who can serve as the group auditor, but provide
considerations that include:
the materiality of the portion of the group financial statements audited
by the firm in comparison with that audited by other auditors
the importance of components audited by the firm in relation to the
total entity
the extent of knowledge of the overall financial statements
6.52 The firm’s policies and procedures for working with other auditors are
included in Chapter 24. Most of the procedures related to working with
other auditors are performed during the course of the audit, but the
determination of who the group auditor is must be done during preaudit
activities.
Other Considerations
6.53 The engagement partner is responsible for determining that the audit team
assembled has the requisite skills and time to perform the engagement.
The necessary skills required are unique to each engagement, but may
include considerations such as:
previous experience with the client
industry expertise
accounting expertise
specialized knowledge and skills in IT, tax or valuation
Staff Scheduling
6.57 For engagements where an OMP is the engagement partner, the PSP
should be consulted regarding the assignment of staff at the in-charge
level and above.
6.58 Many offices have adopted a policy that the PSP either participate in
staffing meetings or review the staff scheduling on a weekly or other
periodic basis. This overall review meets the objective of the foregoing
policy and explicit documentation is not necessary.
Administration
6.59 The audit team should consider matters that affect the administration of
the audit. These matters include:
preparing a time budget to determine staffing requirements and
schedule fieldwork
determining that assigned staff have the appropriate background and
experience to fulfill their responsibilities
preparing a schedule for completion of the audit
ensuring the audit program considers any additional reports or other
services required
notifying the partner of issues that might affect the amount of our fees
6.61 Form 1 is required for assurance engagements greater than 200 hours
and should be approved annually by the APL. The OMP may set local
office policy for their approval of Form 1 and also set lower thresholds for
its use. The audit team should update Form 1 each week to ensure timely
identification of overruns and out-of-scope work. The APL is responsible
for monitoring compliance with this policy.
6.63 The tools and instructions for their use can be found in GEL under Grant
Thornton Letters and Forms > Audit Form 1.
Voyager Files
6.65 Certain basic procedures can be completed without the Voyager file.
These include:
preparing budgets
drafting the engagement letter
meeting with management to plan the audit and make inquiries
performing preliminary analytical procedures
obtaining or updating permanent file information
reviewing work of internal auditors
obtaining and updating related party information
Later, when the Voyager file is created or rolled forward, documents and
forms created during planning can be attached and sign offs completed.
6.66 A separate Voyager engagement file should be created for each report
that is to be issued. For example, if there is a report on the consolidated
entity and a report on one of the subsidiaries, a separate Voyager file
should be used for each report. This provides the most efficient and
effective method of documenting and evaluating materiality, appropriately
applying GTSP, performing all procedures for each report in compliance
with professional standards and complying with the documentation
standards and the firm’s record retention and archiving policies.
6.67 There are other fact patterns that also require separate Voyager files for
the same client. See Exhibit 6.1, “When to Create Separate Voyager
Files”, for further guidance. In situations where the governance structures
vary within an entity, a separate Voyager file should be created for all of
these entities. This is necessary because it is not possible to document
more than one governance structure within one file, as entity-level
processes and controls cannot be duplicated in Voyager. In the same
respect, separate Voyager files should be used for locations or business
units that use different financial reporting systems. Since financial
reporting processes and controls are documented in entity-level controls
which cannot be duplicated, it is not possible to document two separate
financial reporting systems within a single file.
6.68 In situations where the work performed by other offices for a subsidiary,
location or business unit is extensive, a separate Voyager file is often the
most efficient method to organize the files. This approach allows the other
office to complete its work without having to check files out for an
extended period. Once a file is checked out, the risk assessment tools,
global questions and tailoring for the entire file is locked down. The
inability to change these portions of the file will create noticeable
inefficiencies in the performance of the engagement.
6.69 In instances where the audit team deems only one Voyager file is
necessary, the audit team should consider whether any of the cycles
should be duplicated within the one Voyager file. The audit team should
consider duplicating a cycle when there are:
reasonably possible risks at different locations or business lines and
therefore, internal control documentation and walkthroughs will be
different
different application systems used; and therefore, processes and
controls will be different
6.70 The internal control documentation and walkthroughs should link to their
associated reasonably possible risk. For example, if an entity has two
distinct product lines with separate processes and controls for recognizing
revenue, the engagement team should duplicate the revenue cycle so that
the separate process and controls can be documented for both sets of
reasonably possible risks. Cycles should also be duplicated when different
applications are used and therefore, the process and who performs the
processes and controls are different.
Exhibit 6.1 – When to Create Multiple Voyager Files
Yes No
(2) What best describes the reporting? (3) Multiple locations, business lines?