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© 2012 Deloitte LLP. Private and confidential. Competition Commission Panel Visit to Deloitte 11 January 2012 These slides were prepared with the sole intention of facilitating an oral presentation to members of the Competition Commission Panel. They were not prepared to be viewed on a standalone basis and are not necessarily exhaustive. Items in red indicate that the information shown was confidential and has been removed from this version

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Page 1: Competition Commission Panel Visit to Deloitte · 2014. 3. 19. · Overview of audit process An audit summarised in 10 stages 1. Appointment 2. Understand ... Merger or Acquisition

© 2012 Deloitte LLP. Private and confidential.

Competition Commission Panel

Visit to Deloitte

11 January 2012

These slides were prepared with the sole intention of facilitating an oral

presentation to members of the Competition Commission Panel. They

were not prepared to be viewed on a standalone basis and are not

necessarily exhaustive. Items in red indicate that the information shown

was confidential and has been removed from this version

Page 2: Competition Commission Panel Visit to Deloitte · 2014. 3. 19. · Overview of audit process An audit summarised in 10 stages 1. Appointment 2. Understand ... Merger or Acquisition

© 2012 Deloitte LLP. Private and confidential.

Agenda

• Welcome and opening comments David Sproul

• The role of audit Vince Niblett

• Bringing an audit to life Panos Kakoullis

• Our talent strategy Heather Hancock

• Summary and closing comments David Sproul

Presentation for the Competition Commission Panel 2

Page 3: Competition Commission Panel Visit to Deloitte · 2014. 3. 19. · Overview of audit process An audit summarised in 10 stages 1. Appointment 2. Understand ... Merger or Acquisition

© 2012 Deloitte LLP. Private and confidential.

The role of audit Vince Niblett

Presentation for the Competition Commission Panel 3

Page 4: Competition Commission Panel Visit to Deloitte · 2014. 3. 19. · Overview of audit process An audit summarised in 10 stages 1. Appointment 2. Understand ... Merger or Acquisition

© 2012 Deloitte LLP. Private and confidential.

Bringing an audit to life Panos Kakoullis

Presentation for the Competition Commission Panel 4

Page 5: Competition Commission Panel Visit to Deloitte · 2014. 3. 19. · Overview of audit process An audit summarised in 10 stages 1. Appointment 2. Understand ... Merger or Acquisition

© 2012 Deloitte LLP. Private and confidential. Presentation for the Competition Commission Panel 5

Dealing with ad hoc issues and adding value throughout the year

Overview of audit process An audit summarised in 10 stages

1.

Appointment

2.

Understand

the business

3.

Plan

the audit

4.

Conduct

the audit

5.

Collate

audit findings

6.

Audit the

financial

statements

7.

Report our

findings

8.

Seek and

receive

feedback

9.

Quality

assurance

10.

Decision to

re-appoint

Page 6: Competition Commission Panel Visit to Deloitte · 2014. 3. 19. · Overview of audit process An audit summarised in 10 stages 1. Appointment 2. Understand ... Merger or Acquisition

© 2012 Deloitte LLP. Private and confidential. Presentation for the Competition Commission Panel 6

Appointment The reasons for appointing or changing auditors

Price Knowledge and insight

Global Network

Skills and expertise

Quality People

Issues with existing auditor

Corporate Governance

Merger or Acquisition

1.

Appointment

2.

Understand

the business

3.

Plan

the audit

4.

Conduct

the audit

5.

Collate audit

findings

6.

Audit the

financial

statements

7.

Report our

findings

8.

Seek

and receive

feedback

9.

Quality

assurance

10.

Decision to

re-appoint

Page 7: Competition Commission Panel Visit to Deloitte · 2014. 3. 19. · Overview of audit process An audit summarised in 10 stages 1. Appointment 2. Understand ... Merger or Acquisition

© 2012 Deloitte LLP. Private and confidential. Presentation for the Competition Commission Panel 7

Appointment Acceptance of appointment

Independence and conflicts of

interest

Responsibility of signing

partner

Unlimited liability

Acceptance of auditor

appointment

1.

Appointment

2.

Understand

the business

3.

Plan

the audit

4.

Conduct

the audit

5.

Collate audit

findings

6.

Audit the

financial

statements

7.

Report our

findings

8.

Seek

and receive

feedback

9.

Quality

assurance

10.

Decision to

re-appoint

Page 8: Competition Commission Panel Visit to Deloitte · 2014. 3. 19. · Overview of audit process An audit summarised in 10 stages 1. Appointment 2. Understand ... Merger or Acquisition

© 2012 Deloitte LLP. Private and confidential. Presentation for the Competition Commission Panel 8

Understand the business How we look at them

Legal

structure

Global

footprint

Location of finance

function(s)

Nature and extent

of IT systems

Press and analyst

comments

Industry and

sector issues

Nature of products

and services

Financial and

business model

Use of shared

services /

outsourcing

1.

Appointment

2.

Understand

the business

3.

Plan

the audit

4.

Conduct

the audit

5.

Collate audit

findings

6.

Audit the

financial

statements

7.

Report our

findings

8.

Seek

and receive

feedback

9.

Quality

assurance

10.

Decision to

re-appoint

Page 9: Competition Commission Panel Visit to Deloitte · 2014. 3. 19. · Overview of audit process An audit summarised in 10 stages 1. Appointment 2. Understand ... Merger or Acquisition

© 2012 Deloitte LLP. Private and confidential. Presentation for the Competition Commission Panel 9

Understand the business business model and associated audit risks

3.

1.

Obtain finance

Debt or equity

Going concern/ability to meet funding

obligations

2.

4.

Build operations

Capitalisation of costs

5.

Launch services

Revenue recognition

6.

7.

Earn revenue

Revenue recognition

8.

9.

Grow

New products and services

Revenue recognition

10.

Maintain margin

Asset valuation

1.

Appointment

2.

Understand

the business

3.

Plan

the audit

4.

Conduct

the audit

5.

Collate audit

findings

6.

Audit the

financial

statements

7.

Report our

findings

8.

Seek

and receive

feedback

9.

Quality

assurance

10.

Decision to

re-appoint

Page 10: Competition Commission Panel Visit to Deloitte · 2014. 3. 19. · Overview of audit process An audit summarised in 10 stages 1. Appointment 2. Understand ... Merger or Acquisition

© 2012 Deloitte LLP. Private and confidential. Presentation for the Competition Commission Panel 10

Understand the business Need for expertise to understand complex operations

1.

Appointment

2.

Understand

the business

3.

Plan

the audit

4.

Conduct

the audit

5.

Collate audit

findings

6.

Audit the

financial

statements

7.

Report our

findings

8.

Seek

and receive

feedback

9.

Quality

assurance

10.

Decision to

re-appoint

Page 11: Competition Commission Panel Visit to Deloitte · 2014. 3. 19. · Overview of audit process An audit summarised in 10 stages 1. Appointment 2. Understand ... Merger or Acquisition

© 2012 Deloitte LLP. Private and confidential. Presentation for the Competition Commission Panel 11

Plan the audit A risk based audit

Factors relevant to the industry

Changes to the business

(acquisition, product launches)

External economic environment Areas of accounting judgement

Availability of finance

Areas susceptible to fraud

Areas where internal control is weak

1.

Appointment

2.

Understand

the business

3.

Plan

the audit

4.

Conduct

the audit

5.

Collate audit

findings

6.

Audit the

financial

statements

7.

Report our

findings

8.

Seek

and receive

feedback

9.

Quality

assurance

10.

Decision to

re-appoint

Page 12: Competition Commission Panel Visit to Deloitte · 2014. 3. 19. · Overview of audit process An audit summarised in 10 stages 1. Appointment 2. Understand ... Merger or Acquisition

© 2012 Deloitte LLP. Private and confidential. Presentation for the Competition Commission Panel 12

Plan the audit Getting the resources right

Specialist expertise

• Actuaries

(pensions and

insurance)

• Taxation (direct and

indirect)

• Financial instruments

(e.g. bonds, derivatives)

• Valuations

• Controls

• IT

• Technical accounting

• US reporting

• Revenue assurance

• Shared services

1.

Appointment

2.

Understand

the business

3.

Plan

the audit

4.

Conduct

the audit

5.

Collate audit

findings

6.

Audit the

financial

statements

7.

Report our

findings

8.

Seek

and receive

feedback

9.

Quality

assurance

10.

Decision to

re-appoint

Page 13: Competition Commission Panel Visit to Deloitte · 2014. 3. 19. · Overview of audit process An audit summarised in 10 stages 1. Appointment 2. Understand ... Merger or Acquisition

© 2012 Deloitte LLP. Private and confidential. Presentation for the Competition Commission Panel 13

The global Deloitte network Over 180,000 people globally

Americas

79,000 Total

4,200 Partners

58,200 Professional staff

16,600 Administrative staff

Europe/Middle East/Africa

65,500 (inc. 12,760 in UK/Switzerland)

Total

3,200 (inc. 695 in UK/Switzerland)

Partners

50,900 (inc. 10,025 in UK/Switzerland)

Professional staff

11,400 (inc. 2,040 in UK/Switzerland)

Administrative staff

Asia Pacific

37,150 Total

2,250 Partners

29,750 Professional staff

5,150 Administrative staff

Page 14: Competition Commission Panel Visit to Deloitte · 2014. 3. 19. · Overview of audit process An audit summarised in 10 stages 1. Appointment 2. Understand ... Merger or Acquisition

© 2012 Deloitte LLP. Private and confidential.

Conduct the audit How we do it in practice

The nature and extent of our audit procedures are undertaken in accordance with

applicable auditing standards and are based on the audit plan, typically involving:

Presentation for the Competition Commission Panel 14

To understand the end-to-end flow

of transactions in order to identify

risks and controls and to satisfy

ourselves that the company has

designed an effective system of

internal control.

To satisfy ourselves that the

controls that the company has in

place have been operating

effectively throughout the year.

To evidence the existence of

transactions occurring and

ensuring that they are recorded

accurately.

Process walkthrough Testing controls Testing transaction details

(substantive testing)

Conclude To satisfy ourselves that the balances recorded are correct or to quantify errors identified.

Follow the process from a

customer order being received to

the cash being collected and the

sale being recorded in the

company’s books.

Seek evidence that the credit

notes given to customers have

been appropriately authorised.

Tracing the company’s cash

balance to third party bank

confirmations.

We may identify sales that have been recorded but actually took place after the year end.

1.

Appointment

2.

Understand

the business

3.

Plan

the audit

4.

Conduct

the audit

5.

Collate audit

findings

6.

Audit the

financial

statements

7.

Report our

findings

8.

Seek

and receive

feedback

9.

Quality

assurance

10.

Decision to

re-appoint

Page 15: Competition Commission Panel Visit to Deloitte · 2014. 3. 19. · Overview of audit process An audit summarised in 10 stages 1. Appointment 2. Understand ... Merger or Acquisition

© 2012 Deloitte LLP. Private and confidential.

Conduct the audit

Testing impairment

15 Presentation for the Competition Commission Panel

We consider the historical performance against the

forecasts and challenge the assumptions inherent in

achieving the plans

We review the appropriateness of macroeconomic

assumptions using external evidence and involvement

from our valuation team specialists

We assess the reasonableness of key assumptions including:

• Risk free rates

• Beta values

• Nominal GDP growth

• Tax rates

• Foreign exchange rates

We test the mechanical accuracy of

management’s valuation model

1.

Appointment

2.

Understand

the business

3.

Plan

the audit

4.

Conduct

the audit

5.

Collate audit

findings

6.

Audit the

financial

statements

7.

Report our

findings

8.

Seek

and receive

feedback

9.

Quality

assurance

10.

Decision to

re-appoint

Page 16: Competition Commission Panel Visit to Deloitte · 2014. 3. 19. · Overview of audit process An audit summarised in 10 stages 1. Appointment 2. Understand ... Merger or Acquisition

© 2012 Deloitte LLP. Private and confidential.

Conduct the audit Testing pensions

Presentation for the Competition Commission Panel 16

Consider competence of third party who

prepares the financial information

We agree a sample of contributions and benefits

paid to the underlying books and records.

We select a sample of asset valuations and agree

them into third party evidence.

We use in-house specialists to conclude upon the

assumptions used in calculating the pension liabilities:

• the discount rate

• the inflation rate

• the return on assets

• the mortality rates

1.

Appointment

2.

Understand

the business

3.

Plan

the audit

4.

Conduct

the audit

5.

Collate audit

findings

6.

Audit the

financial

statements

7.

Report our

findings

8.

Seek

and receive

feedback

9.

Quality

assurance

10.

Decision to

re-appoint

Page 17: Competition Commission Panel Visit to Deloitte · 2014. 3. 19. · Overview of audit process An audit summarised in 10 stages 1. Appointment 2. Understand ... Merger or Acquisition

© 2012 Deloitte LLP. Private and confidential.

Conduct the audit Testing fixed assets

Presentation for the Competition Commission Panel 17

We test construction in progress for validity and recording

by selecting a sample of projects and assessing:

• the current status of projects

• the committed future spend

• the current treatment of assets (i.e. in service,

depreciated, impaired)

We review other projects considered to be high risk

1.

Appointment

2.

Understand

the business

3.

Plan

the audit

4.

Conduct

the audit

5.

Collate audit

findings

6.

Audit the

financial

statements

7.

Report our

findings

8.

Seek

and receive

feedback

9.

Quality

assurance

10.

Decision to

re-appoint

We substantively test both fixed asset additions

and disposals

Page 18: Competition Commission Panel Visit to Deloitte · 2014. 3. 19. · Overview of audit process An audit summarised in 10 stages 1. Appointment 2. Understand ... Merger or Acquisition

© 2012 Deloitte LLP. Private and confidential.

Collate audit findings Collate and consolidate

Presentation for the Competition Commission Panel 18

Reporting

Entity

Reporting

Entity

Audit Team

Audit Team

B

Unit

C

Audit Team

C

Unit

A

Unit

B

Audit Team

A

Reporting

process

Formal sign-off

from unit partner to

reporting entity

partner

Reporting entity

audit partner

reviews unit

auditor’s

conclusions

Unit audit team

concludes

on audit findings

Findings reported

to unit’s

management

1.

Appointment

2.

Understand

the business

3.

Plan

the audit

4.

Conduct

the audit

5.

Collate audit

findings

6.

Audit the

financial

statements

7.

Report our

findings

8.

Seek

and receive

feedback

9.

Quality

assurance

10.

Decision to

re-appoint

Page 19: Competition Commission Panel Visit to Deloitte · 2014. 3. 19. · Overview of audit process An audit summarised in 10 stages 1. Appointment 2. Understand ... Merger or Acquisition

© 2012 Deloitte LLP. Private and confidential.

Collate audit findings How this works in practice

In practice, the extent of audit work will vary between units depending on their size and

nature.

Presentation for the Competition Commission Panel 19

Additionally, unit auditors will also have to undertake procedures required for local

reporting purposes.

Scope 1

Unit A Unit B

Scope 2

Unit C

Scope 3

Unit D Unit E

Scope 4

Unit F Unit G

1.

Appointment

2.

Understand

the business

3.

Plan

the audit

4.

Conduct

the audit

5.

Collate audit

findings

6.

Audit the

financial

statements

7.

Report our

findings

8.

Seek

and receive

feedback

9.

Quality

assurance

10.

Decision to

re-appoint

Page 20: Competition Commission Panel Visit to Deloitte · 2014. 3. 19. · Overview of audit process An audit summarised in 10 stages 1. Appointment 2. Understand ... Merger or Acquisition

© 2012 Deloitte LLP. Private and confidential.

Audit the financial statements Consolidation and reporting process

Presentation for the Competition Commission Panel 20

Consolidation

process

Unit results Financial Statements

• Typically a pack of financial

data audited by a local audit

team

• Includes financial and non-

financial data

• Forms basis of local statutory

reporting

• Includes lengthy disclosures

and management

commentary in accordance

with relevant laws and

regulations

• Nature and extent of

disclosure is a key area of

judgement and requires

expertise

• The process of aggregating

the results of each Unit,

which is audited by a central

team

• Process includes making

adjustments to align to a

common basis of accounting

1.

Appointment

2.

Understand

the business

3.

Plan

the audit

4.

Conduct

the audit

5.

Collate audit

findings

6.

Audit the

financial

statements

7.

Report our

findings

8.

Seek

and receive

feedback

9.

Quality

assurance

10.

Decision to

re-appoint

Page 21: Competition Commission Panel Visit to Deloitte · 2014. 3. 19. · Overview of audit process An audit summarised in 10 stages 1. Appointment 2. Understand ... Merger or Acquisition

© 2012 Deloitte LLP. Private and confidential.

Report our findings Written reporting throughout the year

Presentation for the Competition Commission Panel 21

• Audit scope

• Locations

• Team

• Audit areas of focus

• Fees

• Summarise progress

of work to date

• Changes to the audit

plan

• Issues and

conclusions to date

• Changes to the audit

plan

• Conclusions on key

judgement areas

• Control observations

Audit Plan Early Warning Final Report

2 – 4 months

before year end

1 – 3 months

before year end

1 – 2 months

after year end

• Half year review

findings

• Management letter

(report on control

observations)

Other

Issued as

appropriate

1.

Appointment

2.

Understand

the business

3.

Plan

the audit

4.

Conduct

the audit

5.

Collate audit

findings

6.

Audit the

financial

statements

7.

Report our

findings

8.

Seek

and receive

feedback

9.

Quality

assurance

10.

Decision to

re-appoint

Page 22: Competition Commission Panel Visit to Deloitte · 2014. 3. 19. · Overview of audit process An audit summarised in 10 stages 1. Appointment 2. Understand ... Merger or Acquisition

© 2012 Deloitte LLP. Private and confidential.

Seek and receive feedback Typical feedback mechanisms

Presentation for the Competition Commission Panel 22

Company-led internal

evaluations

UK Corporate

Governance Code

Feedback sought from Type of feedback requested

1.

Appointment

2.

Understand

the business

3.

Plan

the audit

4.

Conduct

the audit

5.

Collate audit

findings

6.

Audit the

financial

statements

7.

Report our

findings

8.

Seek

and receive

feedback

9.

Quality

assurance

10.

Decision to

re-appoint

Page 23: Competition Commission Panel Visit to Deloitte · 2014. 3. 19. · Overview of audit process An audit summarised in 10 stages 1. Appointment 2. Understand ... Merger or Acquisition

© 2012 Deloitte LLP. Private and confidential.

Quality assurance Scrutiny of our audit work

Presentation for the Competition Commission Panel 23

1.

Appointment

2.

Understand

the business

3.

Plan

the audit

4.

Conduct

the audit

5.

Collate audit

findings

6.

Audit the

financial

statements

7.

Report our

findings

8.

Seek

and receive

feedback

9.

Quality

assurance

10.

Decision to

re-appoint

Embedded quality “Cold” file reviews

In-process reviews Regulatory review of financial reporting

Audit system Training

Policies and processes

Tools and resources

Practice review Audit Inspection Unit

(AIU)

Public Company Accounting and Oversight Board

(PCAOB)

Financial Reporting Review Panel (FRRP)

Securities and Exchange Commission (SEC)

Professional Standards Review (PSR)

Independent Review Partner (IRP)

Page 24: Competition Commission Panel Visit to Deloitte · 2014. 3. 19. · Overview of audit process An audit summarised in 10 stages 1. Appointment 2. Understand ... Merger or Acquisition

© 2012 Deloitte LLP. Private and confidential.

Decision to re-appoint Active decision undertaken annually

• Typically based on results of internal assessment

• Requirements of auditor may change

• Shareholders required to approve our re-appointment

• Opportunity for open dialogue with Auditors at Annual General Meeting

Presentation for the Competition Commission Panel 24

1.

Appointment

2.

Understand

the business

3.

Plan

the audit

4.

Conduct

the audit

5.

Collate audit

findings

6.

Audit the

financial

statements

7.

Report our

findings

8.

Seek

and receive

feedback

9.

Quality

assurance

10.

Decision to

re-appoint

Page 25: Competition Commission Panel Visit to Deloitte · 2014. 3. 19. · Overview of audit process An audit summarised in 10 stages 1. Appointment 2. Understand ... Merger or Acquisition

© 2012 Deloitte LLP. Private and confidential.

Year-round effort Dealing with ad hoc issues

Presentation for the Competition Commission Panel 25

• Leverages knowledge from audit

• Requires specialist resource

(e.g. capital markets)

Addressing queries

from regulatory bodies

(e.g. FRRP, SEC)

Review of interim

financial statements

Audit procedures to

satisfy third parties

(e.g. grant claims,

regulatory returns)

Providing accounting

opinions on significant

transactions

Bank covenant

certification Bond issues

Class 1 transactions

1.

Appointment

2.

Understand

the business

3.

Plan

the audit

4.

Conduct

the audit

5.

Collate audit

findings

6.

Audit the

financial

statements

7.

Report our

findings

8.

Seek

and receive

feedback

9.

Quality

assurance

10.

Decision to

re-appoint

Page 26: Competition Commission Panel Visit to Deloitte · 2014. 3. 19. · Overview of audit process An audit summarised in 10 stages 1. Appointment 2. Understand ... Merger or Acquisition

© 2012 Deloitte LLP. Private and confidential.

Year-round effort Adding value

Presentation for the Competition Commission Panel 26

Publishing

accounting

literature

Thought leadership

(e.g. surveys, points

of view)

Investing in our relationships Examples

1.

Appointment

2.

Understand

the business

3.

Plan

the audit

4.

Conduct

the audit

5.

Collate audit

findings

6.

Audit the

financial

statements

7.

Report our

findings

8.

Seek

and receive

feedback

9.

Quality

assurance

10.

Decision to

re-appoint

Page 27: Competition Commission Panel Visit to Deloitte · 2014. 3. 19. · Overview of audit process An audit summarised in 10 stages 1. Appointment 2. Understand ... Merger or Acquisition

© 2012 Deloitte LLP. Private and confidential.

Our talent strategy Heather Hancock

Presentation for the Competition Commission Panel 27

Page 28: Competition Commission Panel Visit to Deloitte · 2014. 3. 19. · Overview of audit process An audit summarised in 10 stages 1. Appointment 2. Understand ... Merger or Acquisition

© 2012 Deloitte LLP. Private and confidential.

Why people want to join Deloitte

Presentation for the Competition Commission Panel 28

Page 29: Competition Commission Panel Visit to Deloitte · 2014. 3. 19. · Overview of audit process An audit summarised in 10 stages 1. Appointment 2. Understand ... Merger or Acquisition

© 2012 Deloitte LLP. Private and confidential.

Being distinctive for talent

:

Competition Commission – Statutory Audit Services - Talent 29

Page 30: Competition Commission Panel Visit to Deloitte · 2014. 3. 19. · Overview of audit process An audit summarised in 10 stages 1. Appointment 2. Understand ... Merger or Acquisition

© 2012 Deloitte LLP. Private and confidential.

Competition Commission – Statutory Audit Services - Talent 30

Page 31: Competition Commission Panel Visit to Deloitte · 2014. 3. 19. · Overview of audit process An audit summarised in 10 stages 1. Appointment 2. Understand ... Merger or Acquisition

© 2012 Deloitte LLP. Private and confidential.

Recruitment and our networks

Competition Commission – Statutory Audit Services - Talent 31

Page 32: Competition Commission Panel Visit to Deloitte · 2014. 3. 19. · Overview of audit process An audit summarised in 10 stages 1. Appointment 2. Understand ... Merger or Acquisition

© 2012 Deloitte LLP. Private and confidential. 32 Presentation for the Competition Commission Panel

Deloitte refers to one or more of Deloitte Touche Tohmatsu Limited (“DTTL”), a UK private company limited by guarantee, and its network of member firms, each of which

is a legally separate and independent entity. Please see www.deloitte.co.uk/about for a detailed description of the legal structure of DTTL and its member firms.

Deloitte LLP is the United Kingdom member firm of DTTL.

This publication has been written in general terms and therefore cannot be relied on to cover specific situations; application of the principles set out will depend upon the

particular circumstances involved and we recommend that you obtain professional advice before acting or refraining from acting on any of the contents of this publication.

Deloitte LLP would be pleased to advise readers on how to apply the principles set out in this publication to their specific circumstances. Deloitte LLP accepts no duty of

care or liability for any loss occasioned to any person acting or refraining from action as a result of any material in this publication.

© 2012 Deloitte LLP. All rights reserved.

Deloitte LLP is a limited liability partnership registered in England and Wales with registered number OC303675 and its registered office at 2 New Street Square, London

EC4A 3BZ, United Kingdom. Tel: +44 (0) 20 7936 3000 Fax: +44 (0) 20 7583 1198.

Member of Deloitte Touche Tohmatsu Limited