8 It is the auditor's opinion that furnishes investors with critical assurance that the financial statements have been subjected to a rigorous examination by an objective, impartial, and skilled professional, and that investors, therefore, can rely on them. 7 Investors must be able to rely on issuers' financial statements. Independent auditors have an important public trust. 5 We believe the final rules strike a reasonable balance among commenters' differing views about the proposals while achieving our important public policy goals. 4 The final rules advance our important policy goal of protecting the millions of people who invest their savings in our securities markets in reliance on financial statements that are prepared by public companies and other issuers and that, as required by Congress, are audited by independent auditors. We are adopting amendments to our current rules regarding auditor independence. SUPPLEMENTARY INFORMATION: The Commission today is adopting amendments to Rule 2-01 of Regulation S-X 1 and Item 9 of Schedule 14A 2 under the Securities Exchange Act of 1934 (the "Exchange Act"). Capone, Chief Accountant, Division of Investment Management, at (202) 942-0590, Securities and Exchange Commission, 450 Fifth Street, N.W., Washington, D.C. Morrissey, Deputy Chief Accountant, or Sam Burke, Assistant Chief Accountant, Office of the Chief Accountant, at (202) 942-4400, or with respect to questions about investment companies, John S. Registrants must comply with the new proxy and information statement disclosure requirements for all proxy and information statements filed with the Commission after the effective date.įOR FURTHER INFORMATION CONTACT: John M. Until December 31, 2002, § 210.2-01(d)(4) shall not apply to offices of the accounting firm located outside of the United States. Until May 7, 2001, having the financial interests set forth in § 210.2-01(c)(1)(ii) or the employment relationships set forth in § 210.2-01(c)(2) will not impair an accountant's independence with respect to the audit client if having those financial interests or employment relationships did not impair the accountant's independence under pre-existing requirements of the SEC, the Independence Standards Board, or the accounting profession in the United States. Transition Dates: Until August 5, 2002, providing to an audit client the non-audit services set forth in § 210.2-01(c)(4)(iii) (appraisal or valuation services or fairness opinions) and § 210.2-01(c)(4)(v) (internal audit services) will not impair an accountant's independence with respect to the audit client if performing those services did not impair the accountant's independence under pre-existing requirements of the SEC, the Independence Standards Board, or the accounting profession in the United States. Finally, the amendments require most public companies to disclose in their annual proxy statements certain information related to, among other things, the non-audit services provided by their auditor during the most recent fiscal year. The final rules provide accounting firms with a limited exception from being deemed not independent for certain inadvertent independence impairments if they have quality controls and satisfy other conditions.
The scope of services provisions do not extend to services provided to non-audit clients. They also identify certain non-audit services that, if provided by an auditor to public company audit clients, impair the auditor's independence. The amendments shrink the circle of family and former firm personnel whose employment impairs an auditor's independence. The amendments, among other things, significantly reduce the number of audit firm employees and their family members whose investments in audit clients are attributed to the auditor for purposes of determining the auditor's independence. The amendments modernize the Commission's rules for determining whether an auditor is independent in light of investments by auditors or their family members in audit clients, employment relationships between auditors or their family members and audit clients, and the scope of services provided by audit firms to their audit clients. SUMMARY: The Securities and Exchange Commission ("SEC" or "Commission") is adopting rule amendments regarding auditor independence. SECURITIES AND EXCHANGE COMMISSION 17 CFR Parts 210 and 2-AH91ĪGENCY: Securities and Exchange Commission Revision of the Commission's Auditor Independence Requirements Final Rule: Revision of the Commission's Auditor Independence Requirements File No.
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