SEC Official Sounds Alarm on Decline in ‘Material Weaknesses’

December 5, 2013, 4:15 PM ET

SEC Official Sounds Alarm on Decline in ‘Material Weaknesses’

EMILY CHASAN

Senior Editor

Public companies are disclosing fewer missteps in their internal controls over financial reporting. But it could be that they just aren’t looking hard enough, a securities regulator said on Thursday. The number of companies and their auditors reporting so-called “material weaknesses” over their internal control systems that work to prevent fraud and misstatements at public companies has declined precipitously over the past few years.“There are likely more material weaknesses in the system than are being reported,” says Brian Croteau, a deputy chief accountant in the Securities and Exchange Commission’s Office of the Chief Accountant.

Companies were required to begin testing for material weaknesses under the Sarbanes-Oxley Act of 2002 and have their auditors attest to their effectiveness. In the first year after the rule took effect, auditors reported some 629 material weaknesses, such as a failure in oversight over cash management or receivables, according to Audit Analytics. But that figure has declined every year since, and only 141 were reported in 2011.

When companies report material weaknesses today, Mr. Croteau said, they are generally accompanied by disclosures of material misstatements or restatements in financial results. That could indicate companies are not testing their controls properly or early enough to detect problems before they get out of hand.

Financial errors should not be “a precursor to there being a material weakness,” Mr. Croteau told the audience at a Baruch College auditing conference in New York.

A possible lack of rigor around material weakness testing appears to be showing up both in regular corporate correspondence with the SEC’s Division of Corporation Finance and auditor inspections by the Public Company Accounting Oversight Board.

The PCAOB sent out an alert in October about the need to improve auditing around internal controls, after its latest round of inspections found that in 15% of the 309 audits it examined, auditors failed to get enough evidence to support their opinions.

To be sure, many of the companies that first disclosed material weaknesses have implemented improvements to fix earlier problems and improved their effectiveness in controls over the years. But regulators, like Mr. Croteau, are unconvinced that companies are really experiencing so few weaknesses.

“This is an area that needs continued attention and perhaps more attention than it is getting today,” Mr. Croteau said.

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Kee Koon Boon (“KB”) is the co-founder and director of HERO Investment Management which provides specialized fund management and investment advisory services to the ARCHEA Asia HERO Innovators Fund (www.heroinnovator.com), the only Asian SMID-cap tech-focused fund in the industry. KB is an internationally featured investor rooted in the principles of value investing for over a decade as a fund manager and analyst in the Asian capital markets who started his career at a boutique hedge fund in Singapore where he was with the firm since 2002 and was also part of the core investment committee in significantly outperforming the index in the 10-year-plus-old flagship Asian fund. He was also the portfolio manager for Asia-Pacific equities at Korea’s largest mutual fund company. Prior to setting up the H.E.R.O. Innovators Fund, KB was the Chief Investment Officer & CEO of a Singapore Registered Fund Management Company (RFMC) where he is responsible for listed Asian equity investments. KB had taught accounting at the Singapore Management University (SMU) as a faculty member and also pioneered the 15-week course on Accounting Fraud in Asia as an official module at SMU. KB remains grateful and honored to be invited by Singapore’s financial regulator Monetary Authority of Singapore (MAS) to present to their top management team about implementing a world’s first fact-based forward-looking fraud detection framework to bring about benefits for the capital markets in Singapore and for the public and investment community. KB also served the community in sharing his insights in writing articles about value investing and corporate governance in the media that include Business Times, Straits Times, Jakarta Post, Manual of Ideas, Investopedia, TedXWallStreet. He had also presented in top investment, banking and finance conferences in America, Italy, Sydney, Cape Town, HK, China. He has trained CEOs, entrepreneurs, CFOs, management executives in business strategy & business model innovation in Singapore, HK and China.

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