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Proposed Companies Bill to Ease Audit Requirements for Non-public Companies

As opposed to the current Companies Act of South Africa, the new Companies Bill proposes to remove the requirement for all companies to be audited, to only those companies that are public companies.

Any other company has an option between an audit and independent review, determined by public interest, having regard to the economic or social significance of the company, as indicated by its turnover, size of workforce or the nature and extent of its activities. This removes the administrative and cost burdens on non-public companies since they now have a choice to avoid an audit. Due to the choice available to these companies, it is imperative to understand the options that are available to them and the pros and cons of each option.

There are two basic types of financial oversights that must be contracted from outside sources as envisioned by the proposed Companies Bill – a review or an audit. Each has its own pros and cons, with the significance between them being in the value added by their performance.

Review Assurance
A review assurance requires inter alia, the performance of inquiry and analytical procedures. The review can be performed by a practitioner as envisioned in ISRE2400 (International Standards of Review Engagements) and may not necessarily be a registered auditor. The practitioner must comply with certain basic requirements of the professional standards, have a basic knowledge of the clients business and industry, although not to the extent required for an audit, and must be able to determine whether there are any obvious departures from generally accepted accounting practice from reading the financial statements. There must be a clear understanding between the practitioner and the client as to the services that are being provided. The result of a review engagement is a report stating that a review has being performed in accordance with ISRE2400, that a review is less in scope than an audit, and that the practitioner did not become aware of any material modifications that should be made in order for the statements to be in conformity with generally acceptable accounting standards, or if applicable, another comprehensive basis of accounting. This is known as “Limited Assurance.”

Audit of financial records
Unlike a review engagement, an audit provides the highest level of assurance. The audit must be performed by registered auditors and accountants, and requires the performance of verification and substantiation procedures. These procedures may include direct correspondence with creditors or debtors to verify details of amounts owed, physical inspection of inventories or investment securities, inspection of minutes and contracts and other similar steps. The result of an audit is a standard audit report that states an audit was performed in accordance with International standards on Auditing, and expresses an opinion that the financial statements fairly present the entity's financial position and results of operations. This is known as the expression of “positive assurance.”

Pros and Cons of reviews and audits
The pros and cons of each type of assurance can be tabled as follows:

Review

Pros Cons
Not as costly as an audit Provides limited assurance
Provides an objective assessment of areas of interest or concern Does not provide a basis for the expression of an opinion
Assists on investigations into possible frauds and irregularities Provides limited legal protection regarding misstatements or errors in the financial records
  Most bank covenants require an annual audit, hence a review is not sufficient

Audit

Pros Cons
Positive assurance is issued The performance of an audit is costly
Extensive enough to allow the auditor to form an opinion Due to the extent of procedures, the audit extends over a longer period
Increased reliance can be placed on financial records by investors High level of assistance required from client staff may result in distraction of daily duties
Provides an extent of legal protection regarding misstatements or errors in financial records  
Insures credible financial reporting  
Improves internal controls  
Provides best practices advice  

The way forward
Even though not compelled to have the financial statements audited, the board of directors of non-public companies should adhere to and invest appropriate funds for an annual audit, rather than trying to initially save money with a review. A recent survey in the United Kingdom has reflected that out of those companies exempt from being audited, approximately 80% have chosen to have their financials audited.

It is hoped that non-public companies in South Africa would also be able to see that the benefits and value derived from an audit, far exceeds the cost savings that a review engagement will provide.

Theroshen Vandiar CA(SA), B.Com (Hons), is a Senior Lecturer in the Department of Accounting, University of Johannesburg.

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