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United States General Accounting Office: 

Before the Committee on Financial Services, House of Representatives: 

For Release on Delivery: 
Expected at 2:00 p.m. 
Tuesday, April 9, 2002: 

Protecting The Publicís Interest: 

Considerations for Addressing Selected Regulatory Oversight, Auditing, 
Corporate Governance, and Financial Reporting Issues: 

Statement of David M. Walker,
Comptroller General of the United States: 


Mr. Chairman and Members of the Committee: 

I appreciate the opportunity to share my perspectives on a range of 
issues emanating from the sudden and largely unexpected bankruptcy of 
the Enron Corporation (Enron) and financial related activities 
relating to several other large corporations. These matters have 
caused a number of accounting profession oversight, auditor 
independence, corporate governance, and other related issues that are 
now receiving extensive national attention. The failures of Enron and 
certain other public companies have resulted in substantial losses to 
employees, shareholders, and other investors. Certain significant 
financial statement earnings restatements and the proliferation of pro 
forma earnings assertions have raised questions about the soundness of 
the current financial reporting, independent auditing, and corporate 
governance functions relating to public companies. These events have 
also raised a range of questions regarding how such dramatic and 
unexpected events can happen under our current system and the role and 
capacities of various key players under that system. 

To assist the Congress in framing needed reforms, on February 25, 
2002, we convened a forum on corporate governance, transparency, and
accountability to discuss a variety of systemic issues. These entailed
regulatory oversight, auditing, accounting/financial reporting, and
corporate governance matters. Forum participants included prominent
individuals from federal and state government, the private sector,
standards setting and oversight bodies, and a variety of other 
interested parties. As expected, the forum participants expressed a 
range of views on these broad topics, which do not necessarily 
represent our views. However, there was general agreement by the 
participants that there are no simple solutions, or a single ďsilver 
bullet,Ē to resolve the perceived problems that exist. In fact, there 
was general agreement that while some actions were clearly called for 
in the wake of Enron and other recent events, care should be taken to 
ensure that government does not overreact in a manner that could have 
unintended adverse consequences. This requires a careful balancing of 
interests with a focus on what is in the best overall interest of the 
investing public. On March 5, 2002, I issued highlights of the forum 
meeting, which I would like to enter into the record.[Footnote 1] 
Also, on March 5, 2002, I testified before the Senate Banking 
Committee to further elaborate on these issues.[Footnote 2] 

As you requested, my comments today will primarily focus on oversight of
the accounting profession and related auditor independence and corporate
governance issues raised by Enronís failure. I would also like to take 
this opportunity to provide our perspectives about the related issue 
of financial reporting. It should be recognized that these overarching 
areas are interrelated keystones to protecting the publicís interest. 
Failure in any of these areas can place a strain on the entire system. 
Any potential actions should be guided by the fundamental principles 
of having the right incentives for the key parties to do the right 
thing, adequate transparency to provide reasonable assurance that the 
right thing will be done, and full accountability if the right thing 
is not done. These three fundamental principles represent a system of 
controls that should operate in conjunction with a policy of placing 
special attention on areas of greatest risk. 

The issues raised by Enronís failure are multi-faceted, involving many
different problems and players with various roles and 
responsibilities. In that respect, needed changes to the governmentís 
role should vary depending on the specific nature and magnitude of the 
problem. Specifically, the governmentís role can range from direct 
intervention to encouraging certain non-governmental and private-
sector entities to take certain steps designed to enhance trust and 
better protect the public interest. For example, the issues 
surrounding the accounting professionís current self-regulatory system 
for auditors involves many players in a fragmented system that is not 
well coordinated, involves certain conflicts of interest, lacks 
effective communication, and has a discipline system that is largely 
perceived as being ineffective. In this case, direct government 
intervention to statutorily create a new independent federal government
body to regulate the accounting profession is needed. On the other hand,
the issues concerning corporate governance may be best addressed
through the Securities and Exchange Commission (SEC) encouraging the
stock exchanges to enhance public companiesí listing requirements and
promote ďbest practicesĒ in connection with the boards, key committees,
and officers of public companies. If such an approach is not 
successful in achieving the expected corporate behavior, the 
government can then take further action. 

In considering changes to the current system that gave rise to Enron and
other areas of concern, it will be important that the Congress 
consider a holistic approach to addressing the range of interrelated 
issues. It is important to realize that effectively protecting the 
public interest is a multidimensional challenge involving a variety of 
players and issues. For example, it involves company management, 
boards and board committees, the accounting profession standard 
setters, analysts, regulatory oversight agencies, investors, and 
various other parties. In addition, in the audit area it involves a 
redefinition of who the client is, various audit scope and 
responsibility issues, the number of firms, the quality of the firmsí 
quality assurance systems, and the quality of the firmís personnel. It 
is also important that any responsible governmental bodies, such as 
the SEC, have adequate resources to fulfill its responsibilities in 
these areas, which I will briefly address later. 

Regulation and Oversight of the Accounting Profession: 

The current model for regulation and oversight of the accounting
profession involves federal and state regulators and a complex system of
self-regulation by the accounting profession. The functions of the model
are interrelated and their effectiveness is ultimately dependent upon 
each component working well. Basically, the current model includes: 

* licensing members of the accounting profession to practice within the
jurisdiction of a state, as well as issuing rules and regulations 
governing member conduct, which is done by the various state boards of

* setting accounting and auditing standards, which is done by the
Financial Accounting Standards Board (FASB) and the Auditing Standards 
Board (ASB), respectively, through acceptance of the standards by the 

* setting auditor independence rules, which within their various areas 
of responsibility, have been issued by the American Institute of 
Certified Public Accountants (AICPA), the SEC, and GAO; and; 

* oversight and discipline, which is done through a variety of self-
regulatory and public regulatory systems (e.g., the AICPA, the SEC, and
various state boards of accountancy). 

Enronís failure and a variety of other recent events has brought a 
direct focus on how well the current systems of regulation and 
oversight of the accounting profession are working in achieving their 
ultimate objective that the opinions of independent auditors on the 
fair presentation of financial statements can be relied upon by 
investors, creditors, and the various other users of financial reports. 

The issues currently being raised about the effectiveness of the 
accounting professionís self-regulatory system are not unique to the 
collapse of Enron. Other business failures, restatements of financial 
statements, and the proliferation of pro forma earnings assertions 
over the past several years have called into question the 
effectiveness of the current system. A continuing message is that the 
current self-regulatory system is fragmented, is not well coordinated, 
and has a disciplinary function that is not timely, nor does it 
contain effective sanctions, all of which create a public image of 
ineffectiveness. In addressing these issues, proposals should consider 
whether overall the system creates the right incentives, transparency, 
and accountability, and operates proactively to protect the public 
interest. Also, the links within the self-regulatory system and with
the SEC and the various state boards of accountancy (the public 
regulatory systems) should be considered as these systems are 
interrelated, and weaknesses in one component can put strain on the 
other components of the overall system. 

I would now like to address some of the more specific areas of the
accounting professionís self-regulatory system that should be 
considered in forming and evaluating proposals to reshape or overhaul 
the current system. 

Accounting Professionís Current Self-Regulatory System: 

The accounting professionís current self-regulatory system for public
company audits is heavily reliant on the AICPA through a system that is
largely composed of volunteers from the accounting profession. This
system is used to set auditing standards and auditor independence rules,
monitor member public accounting firms for compliance with professional
standards, and discipline members who violate auditing standards or
independence rules. AICPA staff support the volunteers in conducting 
their responsibilities. In 1977, the AICPA, in conjunction with the SEC,
administratively created the Public Oversight Board (POB) to oversee the
peer review system established to monitor member public accounting firms
for compliance with professional standards. In 2001, the oversight
authority of the POB was expanded to include oversight of the ASB. The 
POB had five public members and professional staff, and received its
funding from the AICPA. 

On January 17, 2002, the SEC Chairman outlined a proposed new self-
regulatory structure to oversee the accounting profession. The SECís 
proposal provided for creating an oversight body that would include 
monitoring and discipline functions, have a majority of public members,
and be funded through private sources, although no further details were
announced.[Footnote 3] The POBís Chairman and members were critical of 
the SECís proposal and expressed concern that the Board was not 
consulted about the proposal. On January 20, 2002, the POB passed a 
resolution of intent to terminate its existence no later than March 
31, 2002, leaving a critical oversight function in the current self-
regulatory system unfilled. However, the POBís Chairman has stated 
that the Board will work to assist in transitioning the functions of 
the Board to whatever new regulatory body is established. In that 
respect, the SEC announced on March 19, 2002, that a Transition 
Oversight Staff, led by the POBís executive director, will carry out 
oversight functions of the POB. However, on April 2, 2002, the POB 
members voted to extend the POB through April 30, 2002, to provide
additional time solely to finalize certain POB administrative matters 
and to facilitate a more orderly transition of oversight activities. 

Need to Create a New Independent Federal Government Oversight Body: 

The issues of fragmentation, ineffective communication, and 
limitations on discipline surrounding the accounting professionís self-
regulatory system strongly suggest that the current self-regulatory 
system is not adequate in effectively protecting the publicís 
interest. We believe these are structural weaknesses that require 
congressional action. Specifically, we believe that the Congress 
should create an independent statutory federal government body to 
oversee financial audits of public companies. 

The functions of the new independent body should include: 

* establishing professional standards (auditing standards, including
standards for attestation and review engagements; independence 
standards; and quality control standards) for public accounting firms
and their key members who audit public companies; 

* inspecting public accounting firms for compliance with applicable
professional standards; and; 

* investigating and disciplining public accounting firms and/or 
individual auditors of public accounting firms who do not comply with 
applicable professional standards. 

As discussed later, this new body should be independent from but should
closely coordinated with the SEC in connection with matters of mutual
interest. In addition, we believe that the issues concerning accounting
standard-setting can best be addressed by the SEC working more closely
with the FASB rather than putting that function under the new body. 

Powers/Authority of the New Body: 

The powers/authority of the new body should include: 

* requiring all public accounting firms and audit partners that audit
financial statements, reports, or other documents of public companies
that are required to be filed with the SEC to register with the new 

* issuing professional standards (e.g., independence) along with the
authority to adopt or rely on existing auditing standards, including
standards for attestation and review engagements, issued by other
professional bodies (e.g., the ASB); 

* enforcing compliance with professional standards, including 
appropriate investigative authority (e.g., subpoena power and right to
maintain the confidentiality of certain records) and disciplinary powers
(e.g., authority to impose fines, penalties, and other sanctions, 
including suspending or revoking registrations of public accounting 
firms and individual auditors to perform audits of public companies); 

* requiring the new body to coordinate its compliance activities with 
the SEC and state boards of accountancy; 

* requiring auditor reporting on the effectiveness of internal control 
over financial reporting; 

* requiring the new body to promulgate various auditor rotation
requirements for key public company audit engagement personnel (i.e.,
primary and second partners, and engagement managers); 

* requiring the new body to study and report to the Congress on the pros
and cons of any mandatory rotation of accounting firms that audit
public companies, and take appropriate action; 

* establishing annual registration fees and possibly inspection fees
necessary to fund the activities of the new body on an independent and
self-sustaining basis; and; 

* establishing rules for the operation of the new body. 

Structure of the New Body: 

The new body should be created by statute as an independent federal
government body. To facilitate operating independently, the new bodyís
board members should be highly qualified and independent from the
accounting profession, its funding sources should not be dependent on
voluntary contributions from the accounting profession, and it should 
have final approval for setting professional standards and its 
operating rules. In that respect, the new body would have independent 
decisionmaking authority from the SEC. It would approve professional 
standards, set sanctions resulting from disciplinary actions, and 
establish its operating rules. At the same time, it should coordinate 
and communicate its activities with the SEC and the various state 
boards of accountancy. The new body should set its own human resource 
and other administrative requirements and should be given appropriate 
flexibility to operate as an independent entity and to provide 
compensation that is competitive to attract highly competent board 
members and supporting staff. The new body should also have adequate 
staff to effectively discharge its responsibilities. 

Candidates for board membership could be identified through a nominating
committee that could include the Chairman of the Federal Reserve,
Chairman of the SEC, the Secretary of the Treasury, and the Comptroller
General of the United States. 

The number of board members could be 5 or 7 and have stated terms, such
as 5 years with a limited renewal option, and the membersí initial terms
should be staggered to ensure some continuity. The members of the board
should be appointed by the President and confirmed by the U.S. Senate. 
At a minimum, the chair and vice-chair should serve on a full-time 

Importantly, board members should be independent of the accounting
profession. In that regard, board members should not be active 
accounting profession practitioners and a majority of board members 
must not have been accounting profession practitioners within the 
recent past (e.g., 3 years). 

Funding for the New Body: 

The new body should have sources of funding independent of the
accounting profession. The new body could have authority to set annual
registration fees for public companies. It could also have authority 
to set fees for services, such as inspections of public accounting 
firms, and authority to charge for copies of publications, such as 
professional standards and related guidance. The above fees and 
charges should be set to recover costs and sustain the operations of 
the new body. 

Reporting Requirement of the New Body and GAO Access to Records: 

For accountability, we believe the new body should report annually to 
the Congress and the public on the full-range of its activities, 
including setting professional standards, inspections of public 
accounting firms, and related disciplinary activities. Such reporting 
also provides the opportunity for the Congress to conduct oversight of 
the performance of the new body. The Congress also may wish to have 
GAO review and report on the performance of the new body after the 
first year of its operations and periodically thereafter. Accordingly, 
we suggest that the Congress provide GAO not only access to the 
records of the new body, but also to the records of accounting firms 
and other professional organizations that may be needed for GAO to 
assess the performance of the new body. 

The Independent Audit Function: 

For over 70 years, the public accounting profession, through its
independent audit function, has played a critical role in enhancing a
financial reporting process that has supported the effective 
functioning of our domestic capital markets, which are widely viewed 
as the best in the world. The publicís confidence in the reliability 
of issuersí financial statements, which relies in large part on the 
role of independent auditors, serves to encourage investment in 
securities issued by public companies. This sense of confidence 
depends on reasonable investors perceiving auditors as independent 
expert professionals who have neither mutual, nor conflicts of, 
interests in connection with the entities they are auditing. 
Accordingly, investors and other users expect auditors to bring to the
financial reporting process integrity, independence, objectivity, and 
technical competence, and to prevent the issuance of misleading 
financial statements. 

Enronís failure and certain other recent events have raised questions
concerning whether auditors are living up to the expectations of the
investing public; however, similar questions have been raised over a
number of years due to significant restatements of financial 
statements and certain unexpected and costly business failures, such 
as the savings and loan crisis. Issues debated over the years continue 
to focus on auditor independence concerns and the auditorís role and 
responsibilities. Public accounting firms providing nonaudit services 
to their audit client is one of the issues that has again surfaced by 
Enronís failure and the large amount of annual fees collected by 
Enronís independent auditor for nonaudit services. 

Auditors have the capability of performing a range of valuable 
services for their clients, and providing certain nonaudit services 
can ultimately be beneficial to investors and other interested 
parties. However, in some circumstances, it is not appropriate for 
auditors to perform both audit and certain nonaudit services for the 
same client. In these circumstances, the auditor, the client, or both 
will have to make a choice as to which of these services the auditor 
will provide. These concepts, which I strongly believe are in the public
ís interest, are reflected in the revisions to auditor independence 
requirements for government audits,[Footnote 4] which GAO recently 
issued as part of Government Auditing Standards.[Footnote 5] The new 
independence standard has gone through an extensive deliberative 
process over several years, including extensive public comments and 
input from my Advisory Council on Government Auditing Standards. 
[Footnote 6] The standard, among other things, toughens the rules 
associated with providing nonaudit services and includes a principle-
based approach to addressing this issue, supplemented with certain 
safeguards. The two overarching principles in the standard for
nonaudit services are that: 

* auditors should not perform management functions or make management 
decisions, and; 

* auditors should not audit their own work or provide nonaudit services
in situations where the amounts or services involved are significant or
material to the subject matter of the audit. 

Both of the above principles should be applied using a substance over 
form doctrine. Under the revised standard, auditors are allowed to 
perform certain nonaudit services provided the services do not violate 
the above principles; however, in most circumstances certain 
additional safeguards would have to be met. For example, (1) personnel 
who perform allowable nonaudit services would be precluded from 
performing any related audit work, (2) the auditorís work could not be 
reduced beyond the level that would be appropriate if the nonaudit 
work were performed by another unrelated party, and (3) certain 
documentation and quality assurance requirements must be met. The new 
standard includes an express prohibition regarding auditors providing 
certain bookkeeping or record keeping services and limits payroll 
processing and certain other services, all of which are presently 
permitted under current independence rules of the AICPA. However, our 
new standard allows the auditor to provide routine advice and 
technical assistance on an ongoing basis and without being subject to 
the additional safeguards. 

The focus of these changes to the government auditing standards is to
better serve the public interest and to maintain a high degree of 
integrity, objectivity, and independence for audits of government 
entities and entities that receive federal funding. However, these 
standards apply only to audits of federal entities and those 
organizations receiving federal funds, and not to audits of public 
companies. In the transmittal letter issuing the new independence 
standard, we expressed our hope that the AICPA would raise its 
independence standards to those contained in this new standard in
order to eliminate any inconsistency between this standard and their
current standards. The AICPAís recent statement before another
congressional committee that the AICPA will not oppose prohibitions on 
auditors providing certain nonaudit services seems to be a step in the 
right direction.[Footnote 7] 

The independence of public accountants is crucial to the credibility of
financial reporting and, in turn, the capital formation process. Auditor
independence standards require that the audit organization and the 
auditor be independent both in fact and in appearance. These standards 
place responsibility on the auditor and the audit organization to 
maintain independence so that opinions, conclusions, judgments, and
recommendations will be impartial and will be viewed as being 
impartial by knowledgeable third parties. Because independence 
standards are fundamental to the independent audit function, as part 
of its mission, the new independent and statutorily created government 
body, which I previously discussed, should be responsible for setting 
independence standards for audits of public companies, as well as the 
authority to discipline members of the accounting profession that 
violate such standards. 

Corporate Governance: 

First, I want to underscore that serving on the board of directors of 
a public company is an important and difficult responsibility. That 
responsibility is especially challenging in the current environment 
with increased globalization and rapidly evolving technologies having 
to be addressed while at the same time meeting quarterly earnings 
projections in order to maintain or raise the market value of the 
companyís stock. These pressures and related executive compensation 
arrangements unfortunately often translate to a focus on short-term 
business results. This can create perverse incentives, such as 
attempts to manage earnings to report favorable short-term financial 
results, and/or failing to provide adequate transparency in financial 
reporting that disguises risks, uncertainties, and/or commitments
of the reporting entity. 

On balance though, the difficulty of serving on a public companyís 
board of directors is not a valid reason for not doing the job right, 
which means being knowledgeable of the companyís business, asking the 
right questions, and doing the right thing to protect not only 
shareholders, but also the publicís interest. At the same time it is 
important to strike a reasonable balance between the responsibilities, 
risks, and rewards of board and key committee members. To do otherwise 
would serve to discourage highly qualified persons from serving in 
these key capacities. 

A board member needs to have a clear understanding of who is the client
being served. Namely, their client should be the shareholders of the
company, and all their actions should be geared accordingly. They 
should, however, also be aware of the key role that they play in 
maintaining public confidence in our capital markets system. Audit 
committees have a particularly important role to play in assuring fair 
presentation and appropriate accountability of management in 
connection with financial reporting, internal control, compliance, and 
related matters. Furthermore, boards and audit committees should have 
a mutuality of interest with the external auditor to assure that the 
interest of shareholders are adequately protected. 

Responsibilities of Audit Committees: 

There are a number of steps that can be taken to enhance the 
independence of audit committees and their working relationship with 
the independent auditor to further enhance the effectiveness of the 
audit in protecting the publicís interest. We believe that the SEC in 
conjunction with the stock exchanges should initially explore such 
actions. Therefore, any legislative reform could include a requirement 
for the SEC to work with the stock exchanges to enhance listing 
requirements for public companies to improve the effectiveness of 
audit committees and public company auditors, including considering 
whether and to what extent: 

* audit committee members should be both independent of the company 
and top management and should be qualified in the areas related to their
responsibilities such as accounting, auditing, finance, and the SEC
reporting requirements; 

* audit committees should have access to independent legal counsel and
other areas of expertise, such as risk management and financial

* audit committees should hire the independent auditors, and work 
directly with the independent auditors to ensure the appropriate scope
of the audit, resolution of key audit issues, compliance with applicable
independence standards, and the reasonableness and appropriateness
of audit fees. In this regard, audit committees must realize that any
attempts to treat audit fees on a commodity basis can serve to increase
the risk and reduce the value of the audit to all parties; 

* audit committees should pre-approve all significant nonaudit 

* audit committees should pre-approve the hiring of the public 
companies' key financial management officials (such as the chief 
financial officer, chief finance officer or controller) or the 
providing of financial management services if within the previous 5 
years they had any responsibility for auditing the public companyís 
financial statements, reports, or other documents required by the SEC; 

* audit committees should report to the SEC and public on their 
membership, qualifications, and execution of their duties and 

Responsibilities of Boards of Directors; Nominating, Compensation, 
Audit or Other Committees; and Management (Officers): 

We also believe that the effectiveness of boards of directors and
committees, including their working relationship with management of
public companies, can be enhanced by the SEC working with the stock
exchanges to enhance certain other listing requirements for public
companies. In that respect, the SEC could be directed to work with the
stock exchanges to consider whether and to what extent: 

* audit committees, nominating committees, and compensation committees 
are qualified, independent, and adequately resourced to perform their 

* boards of directors should approve managementís code of conduct and
any waivers from the code of conduct, and whether any waivers should
be reported to the stock exchanges and the SEC; 

* boards of directors should approve the hiring of key financial
management officials who within the last 2 years had any responsibility
for auditing the public companyís financial statements, reports, or 
other documents required by the SEC; and; 

* CEOs should serve as the chairman of public company boards. 

Also, to further protect shareholders and the public interest, the SEC 
could be directed to report (1) within 180 days from enactment of 
legislation on other actions it is taking to enhance the overall 
effectiveness of the current corporate governance structure, and (2) 
periodically on best practices and recommendations for enhancing the 
effectiveness of corporate governance to protect both shareholders and 
the publicís interest. 

Analyst Conflict of Interest Issues and Analyst Independence: 

We believe that the issues raised by Enronís sudden failure and 
bankruptcy regarding whether analystís independence from issuersí of 
stock is affecting their suggested buy and sell recommendations can be 
addressed by requiring the SEC to work with the National Association 
of Securities Dealers (NASD) in connection with certain requirements. 
Accordingly, the SEC could be directed to work with the NASD to 
consider whether and to what extent: 

* the firewalls between analysts and the business end of their firms
should be widened to enhance analyst independence and to report to the 
Congress on the effectiveness of the regulations; 

* disclosure of (1) whether the analystís firm does investment banking,
and (2) whether there is a relationship with the company in question
should be improved, and whether to report to the Congress on the 
effectiveness of the requirements; and 

* implementing regulations to be enforced through an effective 
examination program should be required. 

GAO Reporting on the above SEC Requirements: 

The Congress may wish to have GAO evaluate and report to it one year
after enactment of legislation and periodically thereafter on the (1) 
results of the SECís working relationship with the stock exchanges to 
strengthen corporate governance requirements, and (2) results of the 
SECís working relationship with the NASD in developing independence 
and conflict of interest requirements for analysts. Accordingly, we 
suggest that the Congress provide GAO access to the records of the 
securities self regulatory organizations, such as the New York Stock 
Exchange and the NASD, that may be needed for GAO to evaluate the 
SECís working relationships with these organizations. 

Financial Reporting: 

Business financial reporting is critical in promoting an effective 
allocation of capital among companies. Financial statements, which are 
at the center of present-day business reporting, must be timely, 
relevant, and reliable to be useful for decision-making. In our 1996 
report on the accounting profession,[Footnote 8] we reported that the 
current financial reporting model does not fully meet usersí needs. 
More recently, we have noted that the current reporting model is not 
well suited to identify and report on key value and risk elements 
inherent in our 21st Century knowledge-based economy. The SEC is the 
primary federal agency currently involved in accounting and auditing 
requirements for publicly traded companies but has traditionally
relied on the private sector for setting standards for financial 
reporting and independent audits, retaining a largely oversight role. 
Accordingly, the SEC has accepted rules set by the Financial 
Accounting Standards Board (FASB)ógenerally accepted accounting 
principles (GAAP)óas the primary standard for preparation of financial 
statements in the private sector. 

We found that despite the continuing efforts of FASB and the SEC to
enhance financial reporting, changes in the business environment, such 
as the growth in information technology, new types of relationships 
between companies, and the increasing use of complex business 
transactions and financial instruments, constantly threaten the 
relevance of financial statements and pose a formidable challenge for 
standard setters. A basic limitation of the model is that financial 
statements present the business entityís financial position and 
results of its operations largely on the basis of historical costs, 
which do not fully meet the broad range of user needs for financial 
information.[Footnote 9] Enronís failure and the inquiries that have 
followed have raised many of the same issues about the adequacy of the 
current financial reporting model, such as the need for additional 
transparency, clarity, more timely information, and risk-oriented 
financial reporting. 

Among other actions to address the Enron-specific accounting issues, the
SEC has requested that the FASB address the specific accounting rules 
related to Enronís special purpose entities and related party 
disclosures. In addition, the SEC Chief Accountant has also raised 
concerns that the current standard-setting process is too cumbersome 
and slow and that much of the FASBís guidance is rule-based and too 
complex. He believes that (1) a principle-based standards will yield a 
less complex financial reporting paradigm that is more responsive to 
emerging issues, (2) the FASB needs to be more responsive to 
accounting standards problems identified by the SEC, and (3) the SEC 
needs to give the FASB freedom to address the problems, but the SEC 
needs to monitor projects on an ongoing basis and, if they are 
languishing, determine why. 

We generally agree with the SEC Chief Accountantís assessment. We also
believe that the issues surrounding the financial reporting model can be
effectively addressed by the SEC, in conjunction with the FASB, without
statutorily changing the standard-setting process. However, we do 
believe that a more active and ongoing interaction between the SEC and 
the FASB is needed to facilitate a mutual understanding of priorities 
for standard-setting, realistic goals for achieving expectations, and 
timely actions to address issues that arise when expectations are not 
likely to be met. In that regard, the SEC could be directed to: 

* reach agreement with the FASB on its standard-setting agenda, 
approach to resolving accounting issues, and timing for completion of

* monitor the FASBís progress on projects, including taking appropriate
actions to resolve issues when projects are not meeting expectations;

* report annually to the Congress on the FASBís progress in setting
standards, along with any recommendations, and the FASBís response
to the SECís recommendations. 

The Congress may wish to have GAO evaluate and report to it one year
after enactment of legislation and periodically thereafter on the SECís
performance in working with the FASB to improve the timeliness and
effectiveness of the accounting standard-setting process. Accordingly, 
we suggest that the Congress provide GAO access to the records of the 
FASB that may be needed for GAO to evaluate the SECís performance in 
working with the FASB. 

The FASB receives about two-thirds of its funding from the sale of
publications with the remainder of its funding coming from the 
accounting profession, industry sources, and others. One of the 
responsibilities of the FASBís parent organization, the Financial 
Accounting Foundation, is to raise funds for the FASB and its standard-
setting process to supplement the funding that comes from the FASBís 
sale of publications. Some have questioned whether this is the best 
arrangement to ensure the independence of the standard-setting 
process. This issue has been raised by the appropriateness of certain 
accounting standards related to consolidations, that the FASB has been 
working on for some time, applicable to Enronís restatement of its 
financial statements as reported to the SEC by Enron in its November 
8, 2001, Form 8-K filing. However, the issue has previously been 
raised when the FASB has addressed other controversial accounting 
issues, such as accounting for stock options. Therefore, the Congress 
may wish to task the SEC with studying this issue and identifying 
alternative sources of funding to supplement the FASBís sale of 
publications, including the possibility of imposing fees on 
registrants and/or firms, and to report to the Congress on its 
findings and actions taken to address the funding issue. 

The SECís Ability to Fulfill Its Mission: 

Over the last decade, securities markets have experienced unprecedented
growth and change. Moreover, technology has fundamentally changed the
way markets operate and how investors access markets. These changes
have made the markets more complex. In addition, the markets have
become more international, and legislative changes have resulted in a
regulatory framework that requires increased coordination among 
financial regulators and requires that the SEC regulate a greater 
range of products. Moreover, as I have discussed, the collapse of 
Enron and other corporate failures have stimulated an intense debate 
on the need for broad-based reform in such areas as oversight of the 
accounting profession, accounting standards, corporate governance, and 
analysts conflicts of interest issues, all of which could have 
significant repercussions on the SECís role and oversight challenges. 
At the same time, the SEC has been faced with an ever-increasing 
workload and ongoing human capital challenges, most notably high staff 
turnover and numerous staff vacancies. 

Our recent report[Footnote 10] discusses these issues and the need for 
the SEC to improve its strategic planning to more effectively manage 
its operations and limited resources, and also shows that the growth 
of SEC resources has not kept pace with the growth in the SECís 
workload (such as filings, complaints, inquiries, investigations, 
examinations, and inspections). We believe that the SEC should be 
provided with the necessary resources to effectively discharge its 
current and any increased responsibilities the Congress may give it. 
And finally, we believe that the SEC should be directed to report 
annually to the Congress on (1) its strategic plan for carrying out 
its mission, (2) the adequacy of its resources and how it is 
effectively managing resources through a risk-oriented approach and
prioritization of risks, including effective use of information 
technology, and (3) any unmet needs including required funding and 
human resources. 

Closing Comments: 

The United States has the largest and most respected capital markets 
in the world. Our capital markets have long enjoyed a reputation of 
integrity that promotes investor confidence. This is critical to our 
economy and the economies of other nations given the globalization of 
commerce. However, this long-standing reputation is now being 
challenged by some parties. The effectiveness of systems relating to 
independent audits, financial reporting, and corporate governance, 
which represent key underpinnings of capital markets and are critical 
to protecting the publicís interest, has been called into question by 
the failure of Enron and certain other events and practices. Although 
the human elements can override any system of controls, it is clear 
that there are a range of actions that are critical to the effective
functioning of the system underlying capital markets that require 
attention by a range of key players. In addition, a strong enforcement 
function with appropriate civil and criminal sanctions is also needed 
to ensure effective accountability when key players fail to properly 
perform their duties and responsibilities. 

Today, I have discussed our suggestions to assist the Congress in 
crafting needed reforms. We strongly believe that a new independent 
federal government body created by statute to regulate audits of 
public companies is needed in order to better protect the publicís 
interest. However, currently we do not believe that it is necessary or 
appropriate for the government to assume direct responsibility for 
certain other key areas (e.g., financial reporting and corporate 
governance requirements). We do, however, believe that the Congress 
should provide the SEC with direction to address certain related 
issues as I have discussed. As is usually the case in issues of this 
magnitude, complexity, and importance, and as the results of the forum
we held last month showed, there is no single ďsilver bulletĒ to quickly
overhaul, or perhaps even replace, the systems supporting our capital
markets. In addition, any major changes will involve some degree of
controversy. On balance though, as I have discussed today, additional 
steps are necessary in order to better protect the publicís interest 
and enhance public confidence in related systems and applicable key 

In summary, Enronís recent sudden collapse, coupled with other recent
business failures and certain other activities, pose a range of serious
systemic issues that should be addressed. The fundamental principles of
having the right incentives, adequate transparency, and full 
accountability provide a good sounding board to evaluate proposals 
that are advanced. A holistic approach is also important as the 
systems are interrelated and weak links can severely strain their 
effective functioning. Effectively addressing these issues should be a 
shared responsibility involving a number of private and public sector 
parties including top management, boards of directors, various board 
committees, stock exchanges, the accounting profession, standard 
setters, regulatory/oversight agencies, analysts, investors, and the 
Congress. In the end, no matter what system exists, bad actors will do 
bad things with bad results. We must, however, strive to take steps to 
minimize the number of such situations and to hold any violators of 
the system fully accountable for their actions. 

Mr. Chairman, this concludes my statement. I would be please to answer
any questions you or other members of the committee may have at this

Contacts and Acknowledgments: 

For further information regarding this testimony, please contact 
Robert W. Gramling, Financial Management and Assurance, at (202) 512-
6535. Individuals making key contributions to this testimony include 
Cheryl E. Clark and Michael C. Hrapsky. 

[End of section] 


[1] Highlights of GAOís Forum on Corporate Governance, Transparency, 
and Accountability [hyperlink,], March 5, 2002. 

[2] Protecting the Public Interest: Selected Governance, Regulatory 
Oversight, Auditing, Accounting, and Financial Reporting Issues 
[hyperlink,], March 5, 2002. 

[3] Subsequently, on March 21, 2002, the Chairman of the SEC in his 
statement before the Senate Committee on Banking, Housing, and Urban 
Affairs provided additional details in a working proposal for creating 
a new private-sector, independent body, subject to SEC oversight, to 
regulate the accounting profession in the areas of quality control 
reviews and disciplinary powers. 

[4] Government Auditing Standard: Amendment No. 3, Independence 
[hyperlink,], January 2002. 

[5] Government Auditing Standards was first published in 1972 and are 
commonly referred to as the ďYellow Book,Ē and cover federal entities 
and those organizations receiving federal funds. Various laws require 
compliance with the standards in connection with audits of federal 
entities and funds. Furthermore, many states and local governments and 
other entities, both domestically and internationally, have 
voluntarily adopted these standards. 

[6] The Advisory Council includes 20 experts in financial and 
performance auditing and reporting drawn from all levels of 
government, academia, private enterprise, and public accounting, who 
advise the Comptroller General on Government Auditing Standards. 

[7] Testimony of AICPA Chairman before the House Energy and Commerce 
Committee (Subcommittee on Communications, Trade and Consumer 
Protection), February 14, 2002. 

[8] The Accounting Profession: Major Issues: Progress and Concerns 
[hyperlink,], September 24, 

[9] The accounting and reporting model under generally accepted 
accounting principles is actually a mixed-attribute model. Although 
most transactions and balances are measured on the basis of historical 
cost, which is the amount of cash or its equivalent originally paid to
acquire an asset, certain assets and liabilities are reported at 
current values either in the financial statements or related notes. 
For example, certain investments in debt and equity securities are 
currently reported at fair value, receivables are reported at net 
realizable value, and inventories are reported at the lower of cost or 
market value. Further, certain industries such as brokerage houses and 
mutual funds prepare financial statements on a fair value basis. 

[10] SEC Operations: Increased Workload Creates Challenges, 
[hyperlink,], March 5, 2002. 

[End of section]