Monday, November 18, 2013

Increased Regulation: The Biggest Risk for Middle Market Companies

The 2013 BDO Board Survey is published by the Corporate Governance Practice of BDO USA, LLP.  It surveys directors of middle market public companies with revenues of $250-$750 million about corporate governance issues.

In August 2013, the Public Company Accounting Oversight Board ("PCAOB")  issued a proposal to improve financial disclosure.  The proposal would require external auditors to furnish additional material in their audit report, such as the length of tenure with the client, and a discussion of critical audit matters that gave "the auditor the most difficulty in forming its audit opinion."

"Yet, less than one-third (27%) of public company board members believe the PCAOB's proposed changes will actually improve the usefulness of the report.Conversely, almost half (45%) of the directors say the changes will not improve the auditor's report..."

In a masterpiece of accountant's understatement, Lee Graul, a partner in the Corporate Governance Practice says, "Clearly, corporate board members aren't sold on the usefulness of the PCAOB's proposal..."
Nevertheless, many millions are spent employing the staff of the PCAOB and its infrastructure, including time wasted in congressional review, by corporate and accounting advocacy groups pro and con. This is yet another example of a proposal made by accountants and lawyers to make careers for accountants and lawyers, which imposes costs on shareholders of the companies and provides no benefits for the users of the financial statements by lowering risk or increasing value.

The SEC and the flock of other securities regulators and 'shareholder advocacy" groups have trumpeted the value of the SEC rule which allows public companies to disclose material information through postings on social media.  Are you ready?  "... none (of the directors surveyed) indicate that their companies have 
utilized this new channel to do so and only 11 percent anticipate utilizing social media for material disclosures in the future."  

"More than two-thirds (69%) of public company board members cite regulatory/compliance overload as the greatest risk facing their businesses."

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