Auditor Rotation

The same maximum time-on period applies to all key audit partners. However, there are different cooling-off periods depending on the role of the key audit partner, as summarised below:

The maximum 7-year time-on period is calculated on a cumulative basis and need not be consecutive (also look at Question 1 in the 'Breaks in Service' section below).

In some jurisdictions, the new provisions will permit for a limited time the application of a cooling-off period shorter than five consecutive years (but no shorter than three consecutive years) with respect to an engagement partner (look at Question 1 in the section 'Shorter Cooling-off Period Established by Law or Regulation' below).

In New Zealand, neither the Financial Markets Authority nor the NZX have established a shorter cooling off period and therefore entities regulated by these regulators cannot apply a shorter cooling off period prior to 2023.

Combination of Roles are addressed in that section below.

Pursuant to paragraph R540.9, firms may have the opportunity for relief from the partner rotation requirements in the Code based on an exemption provided by the relevant regulator in their jurisdiction.

Where such relief is available, the individual could remain as a key audit partner (for example, as the engagement partner) on the audit engagement in accordance with any conditions specified under such relief.

The term “year” refers to the client’s financial year, which is ordinarily a 12-month period. It does not refer to a calendar year or the time it takes to perform the audit.

In this example, individual A has served as the engagement partner for the audit of a public interest entity (P) for seven years. Individual B has served as the engagement partner on the audit of a subsidiary (S) of P for seven years.

How long is the cooling-off period for individuals A and B?

A cooling-off period of five years applies to individual A, the engagement partner responsible for the report that is issued on behalf of the firm for the audit of P. This engagement partner is sometimes referred to as the “lead audit engagement partner” in a group audit and would be required to serve a five-year cooling-off period from the audit of P. The determination of the cooling-off period applicable to individual B should be approached from two different perspectives: the audit of S and the group audit of P.

From the perspective of the audit of S, if S is a public interest entity, individual B would be the engagement partner responsible for the report issued on public interest entity S and therefore would be required to serve a five-year cooling-off period from the audit of S (subject to paragraph R540.19).

If S is not a public interest entity, there is no cooling-off requirement for individual B in relation to the audit of S. However, individual B will be subject to the general provisions set out in paragraphs 540.2 - R540.4.

From the perspective of the group audit of P, it is necessary to determine if individual B is a key audit partner for the audit of P.

This determination would depend on, for example, the significance of the subsidiary and whether individual B makes key decisions or judgements with respect to the audit of the group.

If individual B was considered to be a key audit partner with respect to the group audit of P, he or she is required to serve a two-year cooling-off period from the group audit of P. (Also look at Question 5)

If individual B was not considered to be a key audit partner in relation to the group audit of P, there is no cooling-off requirement for individual B in relation to the group audit of P.  However, individual B will be subject to the general provisions set out in paragraphs 540.2 A1 - R540.4.

In this example, individual A has completed a cumulative period of seven years as engagement partner on the audit of a public interest entity (P).

Could individual A participate in the audit of a subsidiary (S) of P for purposes of the group audit of P without completing the required cooling-off period of five years?

No.

Paragraph R400.20 of PES 1 states that:

1. Where an audit client is a FMC reporting entity considered to have a higher level of public accountability, references to an audit client include its related entities (which include subsidiaries); and
2. For all other audit clients, references to an audit client include related entities over which the client has direct or indirect control (which also would include subsidiaries).

Accordingly, individual A is subject to a five-year cooling-off period with respect to both P and S, as the reference to the audit client (P) also includes S. Individual A would therefore not be permitted under the Code to participate in the audit of S for purposes of the group audit of P without completing the required cooling-off period of five years (subject to paragraph R540.19).

However, if the audit of S is undertaken for purposes other than the group audit of P (for example, a statutory audit of S where the audit evidence is not used in the group audit of P), A could participate in that audit of S without serving any cooling-off period, subject to consideration of threats and safeguards pursuant the general provisions in paragraphs 540.2 - R540.4.

In this example, Individual C has completed a cumulative period of seven years as engagement partner on the audit of a subsidiary (S) of a public interest entity (P).

Could individual C participate in the group audit of P after completing the seven years on the audit of S?

It depends on whether:

1. individual C was a KAP with respect to the group audit of P; and
2. whether S is a FMC reporting entity considered to have a higher level of public accountability and, if so, whether it is material to P.

If individual C was considered to be a key audit partner with respect to the group audit of P, he or she would not be able to participate in the group audit of P until the completion of a two-year cooling-off period. If S is a public interest entity, individual C would be required to serve a five-year cooling-off period (subject to paragraph R540.19) in relation to the audit of S.

If individual C was not considered to be a key audit partner with respect to the group audit of P, but S is a FMC reporting entity considered to have a higher level of public accountability and it is material to P, individual C would also not be able to participate in the group audit of P.^[1] Under the related entity provision in paragraph R400.20, the reference to audit client (in this case, S) will also include P.^[2] Individual C would therefore not be permitted to participate in the group audit of P without completing the required cooling-off period of five years (subject to paragraph R540.19).

In all other circumstances, P would not be considered to be part of the audit client (S) and individual C could participate in the group audit of P after serving seven years as engagement partner on the audit of S, subject to consideration of threats and safeguards pursuant the general provisions in paragraphs 540.2 – R540.4.

The Code defines the engagement partner as the partner or other person in the firm who is responsible for the engagement and its performance, and for the report that is issued on behalf of the firm, and who, where required, has the appropriate authority from a professional, legal or regulatory body to sign the audit report.

In the situation where the partner who signs the audit report (the signing partner) is not the same individual as the engagement partner, which cooling-off provisions apply to the former?

The signing partner, if different, would normally also be treated as an engagement partner and be subject to the same requirement as the engagement partner.

Where more than one audit partner is required to sign the audit report, it may not be reasonable or appropriate to treat all the signing partners as engagement partners. In this case, determining which cooling-off provisions apply would depend on circumstances and the reasons why there are additional signing partner(s).

At a minimum, however, the signing partner(s) would be considered to be key audit partners and therefore subject to a minimum two-year cooling-off period as applicable to the audit of a public interest entity.

Does this mean that for audits of financial statements for periods beginning on or after December 15, 2023, the cooling-off requirement for engagement partners on the audit of a public interest entity will be five consecutive years in jurisdictions where a legislative body or regulator (or organisation authorised or recognised by such legislative body or regulator) has established a cooling-off period shorter than five consecutive years?

Yes.

Paragraph R540.19 is intended to facilitate the transition to the new cooling-off period of five consecutive years for engagement partners on audits of public interest entities in those jurisdictions where a shorter cooling-off period is currently specified by a legislative body or regulator (or organisation authorised or recognised by such legislative body or regulator) in their jurisdictions, provided that the cooling-off period is no shorter than three consecutive years.

The IESBA has committed to review during this transitional period the revised long association provisions to take account of, among other things, relevant legislative and regulatory developments as well as experience of the application of the provisions in practice.

In New Zealand, neither the Financial Markets Authority nor the NZX have established a shorter cooling off period and therefore entities regulated by these regulators cannot apply a shorter cooling off period prior to 2023.

Does this mean that in that jurisdiction, paragraph R540.19 is only effective if the shorter regulatory cooling-off period can be completed before the start of the first financial year commencing after December 15, 2023?

No. The shorter cooling-off period of three years can be applied as long as the first financial year to which the cooling-off period applies starts before December 15, 2023. The provision permits substitution of the required five-year cooling-off period under the revised provisions in the Code with the shorter three-year cooling-off period established by law or regulation as long as the specified conditions are met. For example, the shorter cooling-off period can be applied if that cooling-off starts on January 1, 2023. (This is different from the situation addressed in Q3 under the heading Transition to New Provisions, which is dealing with the changeover from the old provisions to the new provisions for which there is no transitional provision.)

In New Zealand, neither the Financial Markets Authority nor the NZX have established a shorter cooling off period and therefore entities regulated by these regulators cannot apply a shorter cooling off period prior to 2023.

Both New Zealand and Australia have adopted the revised international long association requirements.  The way in which these rules apply will however differ because of requirements established by other regulators.

In New Zealand the updated NZX Listing Rules require that the key audit partner is changed at least every five years.  There are no additional requirements related to the cooling off period.

In Australia s324DA of the Corporations Act 2001 include rotation requirements for auditors of listed entities in Australia. Those individuals that play a significant role in the audit of a listed entity are required by the Corporations Act 2001 to rotate off every 5 years and are required to stay away for at least 2 successive financial years.  Similar requirements have also been included in APRA regulations. (APRA Prudential Standards CPS 510 Governance (July 2017) and SPS 510 Governance (July 2017))

As a result of requirements established outside of the Code of Ethics the following differences will emerge between Australia and New Zealand for listed entities and those subject to APRA regulations, because paragraph R540.19 will have effect in Australia

In Australia, under the Corporations Act 2001 (the Act) auditors of listed companies are subject to a cooling off period of only 2 years.  Thus, where the auditor rotation provisions of the Act apply, under the transitional approach auditors will only need to comply with a 3-year cooling off period up until December 2023, after which time they will need to comply with the new, internationally mandated, cooling off period of 5 years.

The auditor rotation provisions of the Act apply only to “listed companies” and “listed registered schemes”.

In the present context, “listed company” means an Australian company that is included in the official list of the ASX, whilst “listed registered scheme” means a managed investment scheme that is both (a) registered as such under the Act and (b) included in the official list of the ASX.  Managed investment schemes are not companies, but rather are typically structured as unit trusts (with a corporate entity being appointed as trustee/manager of the trust).

Consequently, an ASX-listed New Zealand company will not be subject to the auditor rotation requirements of the Act.

A New Zealand entity that is structured as a managed investment scheme will, however, be subject to those requirements if it is both registered under the Act and listed on the ASX.  Typically, the ASX would require the scheme to be registered under the Act as a precondition to listing.

A key audit partner signs a half-year review opinion in relation to a client that is a public interest entity, then another partner signs the opinion for the audit.

Does the partner’s service as engagement partner for the half-year review engagement constitute a year for the purposes of applying the rotation requirements?

Yes.

The partner for the review engagement is also considered to have served one year for the purposes of applying the rotation provisions even if he or she was not the engagement partner for the audit of the financial statements.

A firm accepts a new public interest entity audit client that had previously been audited by another firm.  In the course of auditing the current period’s financial statements, it was determined that the newly engaged firm should re-audit the prior two periods.

For the purposes of the partner rotation provisions of the Code, does this engagement constitute one year or three years of service by the key audit partners?

As the audits are undertaken concurrently, the familiarity threat would not be significantly different than if the firm had performed only the first year audit of the entity as a new audit client. Accordingly, this engagement would constitute one year of service for the purposes of determining when the individuals would need to rotate.

A firm audits an eighteen-month period for a public interest entity due to a change in the entity’s financial year-end. Does the engagement partner’s service constitute one year for the purposes of partner rotation?

Yes, it would be considered as one year.

Due to a change in accounting period, a firm audits two sets of financial statements for a public interest entity, one covering a six-month period and the other the subsequent twelve-month period. Would the engagement partner’s service constitute one or two years for the purposes of partner rotation?      

It depends on the timing of the execution of the audits. If they are carried out concurrently, the two engagements would constitute one year of service. The familiarity threat would not be different than if the engagement partner had served on the audit of the combined 18-month period as one engagement.

If, however, the two audit engagements are not carried out concurrently, they would be considered as two years of service.

A manager served on the audit engagement team for a public interest entity audit client for five years before being promoted to partner.

How many years may he or she serve on the engagement as a key audit partner for that audit client?

The rotation requirements in the Code apply to time spent as a key audit partner.

In principle, the individual may serve seven years as a key audit partner. However, the general provisions in the Code indicate that in evaluating the threat created by long association, the overall length of an individual’s association with the client, how long the individual has been on the engagement team and the roles that he or she has played should be taken into account (see amended paragraph 290.149).

A firm may decide that it is appropriate to rotate an individual off the audit team before the end of the seven-year period (or to serve a period off the engagement before re-joining the audit engagement team as a key audit partner).

The engagement partner for the audit of a public interest entity served for seven cumulative years in that role with the completion of the calendar year 2016 audit. The individual subsequently did not participate in the 2017 and 2018 audits.

Would that individual be able to come back as engagement partner for the 2019 audit for a new seven-year term?

Yes.

As the amended new provisions become effective only for audits of financial statements for periods beginning on or after December 15, 2018 (i.e., effectively beginning with calendar 2019 audits) and the individual has served the time-on limit of seven cumulative years with the 2016 audit, the current cooling-off requirement of two consecutive years applies.

The individual would therefore have to cool off for the 2017 and 2018 audits and could begin a new seven-year term beginning with the calendar 2019 audit under the new provisions.

The amended provisions become effective for audits of financial statements for periods beginning on or after December 15, 2018, i.e., effectively audits for calendar year 2019 and thereafter.

In New Zealand, the five-year cooling-off requirement will need to be applied starting with the calendar year 2019 audit, i.e., the individual could only come back to the engagement in any key audit partner role for a new seven-year term with the 2024 audit.

The table illustrates the latter situation, where “X” represents a year in which the individual was not a key audit partner on the audit:

The new provisions, as explained in the question above, would be equally applicable had the individual completed his or her seven cumulative years as engagement partner with the 2017 audit and commenced cooling off as required by the old provisions from the 2018 audit.

The new provisions apply as the engagement partner had not completed a two year cooling-off period under the old provisions when the new provisions come into effect.

Would that individual be able to come back as engagement partner for the 2020 audit for a new seven-year term (having cooled off for the 2018 and 2019 audits)?

No.

The new provisions are effective for audits of financial statements for periods beginning on or after December 15, 2018. This means that from calendar 2019 audits, the new cooling-off provisions in the Code apply.

Accordingly, if the engagement partner comes off the engagement before the full permitted seven-year time-on period is served, under the new provisions the full five-year cooling-off period applies in accordance with paragraph R540.6 before the individual may come back to the engagement in any key audit partner role for a new seven-year time-on period.

In this case, the individual would therefore be able to serve as engagement partner for only an additional two years (i.e., for the 2020 and 2021 audits) before reaching the cumulative seven-year time-on period. He or she would then need to cool off for five consecutive years from the 2022 audit.

Alternatively, the individual could remain off the engagement for the 2020, 2021 and 2022 audits, reaching the five consecutive years cooling-off period applicable to engagement partners under the new provisions, and then come back to the 2023 audit in any key audit partner role for a new seven-year time-on period.

(In accordance with paragraph R540.19, where a legislative body or regulator (or organisation authorised or recognised by such legislative body or regulator) has specified a cooling-off period shorter than five years for engagement partners, that alternative cooling-off period may be substituted for the five years described in the above situation provided that this period is no shorter than three years. See Q9 for further explanation.)

The tables below illustrates the two options, where “X” represents a year in which the individual was not a key audit partner on the audit. (For simplicity, paragraph R540.19 is ignored.)

This new time-on period is applicable for audits of financial statements for periods beginning on or after December 15, 2018. Regulation in jurisdiction X also requires a minimum cooling-off period of three consecutive years.

In this context, the engagement partner on the audit of a public interest entity has served five cumulative years in that role with the completion of the audit for the year ended December 31, 2017. The individual did not participate in the audit for the year ended December 31, 2018. Can the individual continue to serve as the engagement partner for another two years, i.e., years ending December 31, 2019 and December 31, 2020, before being required to cool off for three consecutive years?

Yes, subject to any local regulatory rules. The count of years will not have been reset by the time the new provisions become effective as the individual will not have completed the cooling-off period required under the old provisions. Accordingly, as the permitted time-on period increases to seven years from calendar year 2019 audits, the individual will be able to serve an additional two years (i.e., the 2019 and 2020 audits) to make for a total of seven cumulative years before being required to cool off for three years, taking advantage of the provision in paragraph R540.19.

As an alternative, the individual could voluntarily cool off for the 2019 and 2020 audits, making for a total of three consecutive years cooling off (provided the individual did not undertake other activities that would be prohibited during cooling-off as well as not participating in the 2018 audit), which would then reset the count of years. The individual could then return to the engagement as an engagement partner, engagement quality control reviewer or other key audit partner for a new seven-year term beginning with the audit for the year ending December 31, 2021.

In New Zealand PIEs have historically been required to apply a time-on period of seven years.

How should the provision regarding additional restrictions on activities during the cooling-off period be applied?

The new provisions on scope of activities apply to all key audit partners from the effective date, i.e., effectively beginning with calendar year 2019 audits.

Accordingly, if a key audit partner has completed his or her seventh cumulative year of service with the 2017 audit and commenced a cooling-off period with the 2018 audit, he or she would be required to comply with paragraph 290.149 of the extant Code for the 2018 audit and amended paragraph 290.164 of the new provisions for the 2019 audit and thereafter.

Additional restrictions would apply in 2019. For example, during 2019 the individual would not be permitted to lead or coordinate the firm’s professional services to the audit client – this change would need managing in terms of a firm’s resource planning.

The new provisions are effective for audits of financial statements for periods beginning on or after 15 December 2018. 

The engagement partner must have completed the two-year cooling-off period under the old provisions before the new provisions come into effect, otherwise the new rules apply.  This means that the last time that the engagement partner can rotate off, and have the old rules apply, will be for years ending before 15 December 2017.  When the year end is after 15 December 2017, the individual cannot complete the cooling off period using the old rules before the new rules come into effect.  Thereafter the new rules will apply (refer to question 3 above). 

For example, if the individual served as engagement partner for the seventh consecutive year for the June 30, 2017 year end, the individual must rotate off the engagement. The new provisions do not become effective for audits of financial statements until periods beginning on or after December 15, 2018.

This individual will have completed the two-year cooling off period (off for the audits for June 30, 2018 and June 30, 2019 year ends) before the effective date of the revised requirements. The June 2019 year end is for a period beginning before the effective date of the revised standard, and therefore the individual has completed cooling off before the new rules come into effect. The individual could then come back as EP on the engagement for a new seven-year term with the June 30, 2020 audit. 

The firm subsequently determines that the individual will not return to the audit engagement at the end of the cooling-off period. Would the individual be permitted to move into a role in which he or she provides non-assurance services to the entity which would involve significant contact with management during the cooling-off period?

No. Under paragraph R540.20 (d), the individual would be prohibited from undertaking any role or activity, including the provision of non-assurance services, which would result in the individual:

(a)        Having significant or frequent interaction with senior management or those charged with governance; or

(b)        Exerting direct influence on the outcome of the audit engagement.

Whilst the cooling-off requirement serves to facilitate a “fresh pair of eyes” if the individual returns to the audit engagement, the prohibition in R540.20 also serves to allow the audit engagement team to conduct the audit without any influence from the former key audit partner. Accordingly, even if there is no intention for the former key audit partner to return to the audit, the Code would not permit the individual to provide such non-assurance services to the entity during the cooling-off period.