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Mandatory Tendering of UK Audits - A Better Approach Was Missed

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Last week, the Competition Commission in the UK issued a provisional rule requiring audit committees of large companies to tender bidding for the external audit every five years, among other reforms (see here).

Make no mistake: this is a major change and will shake up the cozy relationships some audit firms may have with their clients. Even this change is more significant than what was expected (I would have predicted 9-12 years). The Competition Commission is serious.

Here is what listed companies and the big 4 audit firms will argue: Five-year tendering is a one-sized fits all approach that does not address audit quality and imposes high switching costs. And there are unintended consequences.

They are entirely correct, and there would have been a better approach.

First, why are they correct? The academic evidence is that auditor rotation (assuming a good tendering process results more often than not in a different firm doing the audit) likely does not improve audit quality. Second, five years is therefore arbitrary. Third, a new auditor will need to climb a learning curve, and this is a costly investment for a company, not to mention the actual audit committee time in overseeing the tendering process. Fourth, a company will be forced to tender when they may be very satisfied with the auditor's independence and quality of their work and reporting.

A far better approach would have been to address the heart of the issue: assess audit quality and act on the results.

An objective, robust annual evaluation of the external auditor, involving a 360 review by the board, the audit committee, and reporting senior and financial management of the company, with results disclosed to shareholders, would have been a much better approach.

The reluctance by boards to assess auditors in this fashion essentially forced regulation.

We see the same reluctance by boards to assess directors, act on results, and report to shareholders. Regulators in Europe and Asia are therefore imposing term limits on directors, at about 9 years. This is also arbitrary and can force a good director off a board or keep a poor director. Term limits may even come to North America. There are articles in the mainstream press about "zombie" directors and directors whose terms exceed 40 years.

Boards need to step up and address their own performance and that of their advisors. Regulators have shown they will act in the absence of self-governance and boards may not like it when they do.

Richard Leblanc is a governance lawyer, academic, speaker and independent advisor to leading Canadian and international boards of directors. He can be reached at rleblanc@boardexpert.com.