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Our focus on audit quality 2015 www.pwc.com
www.pwc.com Our focus on audit quality 2015 Table of contents Opening message 1 Our technology Aura v6 Our culture and values 2 Tone at the top 2 22 22 Connect22 Halo/Data auditing 23 Accountability3 Ethics, independence, and objectivity 4 Considerations in undertaking an audit engagement 5 Multi-disciplinary firm 6 Our people 8 Human capital strategies 8 Our diversity and inclusion strategy 11 Learning and development 14 Our approach 16 Audit methodology and processes 16 Resource management 17 Consultation process and use of specialists 17 Quality Review Partner 20 Engagement Performance & Quality 20 Global network 21 Quality across the network 21 Our monitoring 24 Continuous improvement cycle 24 In-process reviews 25 Internal inspections 25 External inspections 27 Analysis of quality drivers 29 Stakeholder engagement Professional and regulatory 30 31 Appendix32 Legal and governance structure 32 To capital market stakeholders Bob Moritz US Senior Partner Vin Colman US Assurance Leader Quality; Transparency; Innovation. These are critical, interrelated elements of executing our Purpose: building trust in society and solving important problems. As auditors, trust is the vital element that translates the work we do into confidence in the capital markets. The question we ask ourselves, and that we are asked by our stakeholders, is how we build that trust. Like most things in life, trust is not given, it is earned. Our Purpose helps describe who we are, articulate our dedication to the work we do, and explain our commitment to tomorrow’s solutions. We view the opportunity to work with our clients to build trust in society as a privilege— one that requires a laser focus on delivering quality, being transparent about our processes, continuously investing in innovation, and further developing the competencies to solve important problems. We are proud of the quality of our audits and, in particular, the progress we have continued to make. We are committed to remaining proactive in advancing audit quality. With significant investments in technology, enhancements in processes, and thoughtful development of our people, we’re doing just that— realizing a new era of auditing that will enable us to sustain and build on our recent quality results. More and more the public, regulators, and governmental organizations have come to expect enhanced transparency from businesses, institutions, and individuals. This demand for transparency extends to our profession as well. We are supportive of transparency where the benefits exceed the costs, the disclosures are substantive and not boilerplate, and the unintended consequences are minimized. Specifically, to further this objective, as a Firm we have: • led the profession by supporting the naming of the engagement partner outside the audit report; • supported the objective of enhancing the auditor’s report; and • supported the PCAOB’s efforts to continue discussions regarding the best use of audit quality indicators through their concept release and related efforts, and have included voluntary disclosure of transparency data points in our quality reports since 2013. Our Purpose is not a tagline or a slogan. It’s a guiding principle that helps align the focus of our people and influences the decisions we make and the actions we take. We take pride in what we have accomplished and are pleased to present you with our 2015 audit quality report. This report includes an increased number of transparency data points and a discussion of factors that may have an impact on audit quality, and describes where we are making enhancements. We also detail the investments we have made—and are continuing to make—in our people, our approach, and our technology. We hope you find our commitment to audit quality strong, the transparency of our discussions helpful, and our level of investment and innovation exciting. PwC 1 Our culture and values Tone at the top We deliver high-quality audits in a manner consistent with the ethical standards and expectations of our profession. Ethical behavior and consistent quality are crucial to everything that we do. We would not have a seat at the table without it. Our philosophy supports all of our actions—from selecting with whom we will do business, to assembling the best resources to perform high quality audits within a regulatory framework, to standing behind our work. We remain committed to our important role in the capital markets and, as such, we continue to invest in delivering independent and objective high-quality audits. Our Purpose helps guide our decision-making process and set the proper tone. It provides a lens through which we make decisions on investments in our people, our approach, and our technology. And, it helps guide how we manage issues, make significant judgments, and help clients navigate complex situations. It is expected that our partners and staff fully embrace and exhibit the concepts underlying our Purpose: integrity, objectivity, independence, professionalism, and accountability. Communication and transparency play an important role in reinforcing our Purpose and our strategic priorities. Key messages are conveyed by our Senior Partner, our US Leadership Team, our Assurance Leadership Team, and our Sector Leaders. In addition, recognizing the significant impact local leadership can have in setting the right tone, these messages are reinforced and modeled by our local leadership and engagement partners. Throughout the Firm, we have regular, ongoing quality-related discussions to gain insights into what we are doing well, where we can continue to improve, and specific actions expected to achieve those enhancements. These discussions occur through a variety of channels, including town hall meetings, webcasts, leadership visits, and, most importantly, individual coaching. To assess the impact and consistency of these communications, we periodically perform confidential surveys of our partners and staff. The results of these surveys demonstrate that our communications efforts are effective in reinforcing the importance of audit quality. Percentage of audit professionals1 who report receiving consistent messages about the importance of audit quality from both local and Firm leadership: FY15 greater than 99% FY14 99% FY13 98% Our culture means that we share our successes and also focus on continuous improvement. We can only be successful delivering high quality audits when we focus on each of the components of our system of quality control, including our leadership, ethics and independence programs, human capital strategies, learning and development, audit methodology, resource management, and monitoring programs. “Quality is fundamental to sustaining our brand and the value we deliver to our clients and represent to the capital markets, the investment community, and other stakeholders…and is inherent in our Purpose.” —FY15 and beyond; Executive Summary; Assurance Strategic Priorities 1 The use of the term “audit professionals” throughout this document refers to our core audit partners and staff (e.g., risk assurance and other specialists are excluded). 2 Our focus on audit quality Our audit partners have adopted Audit Quality Principles to make clear to one another and our staff what we mean by “audit quality.” At PwC, a quality audit means consistently: • complying with auditing standards; • applying a deep and broad understanding of our client’s business and the financial environment in which they operate; • using our expertise to raise and resolve issues early; and • exercising professional skepticism in all aspects of our work. Our Audit Quality Principles are achieved through our Audit Quality Practices. These practices include the following: Again, confidential surveys help us monitor whether the combination of our actions and words are effectively conveying the importance of quality to the success of our Firm and each of our professionals. The results of these surveys demonstrate that our people understand our audit quality objectives. Percentage of audit professionals reporting that they understand the practice’s objectives regarding audit quality FY15 97% FY14 97% FY13 97% • We ask tough questions Accountability • We stay current on professional standards Trust and accountability go handin-hand. Our partners have adopted a system of accountability for themselves and our staff as a key component of audit quality. At PwC, all of our professionals involved in the audit process are expected to contribute to the achievement of sustained audit quality. We provide our professionals with guidance on the Firm’s expectations that clearly communicates their responsibility and accountability for providing quality audits. • We apply an objective and professionally skeptical mindset • We aspire to be the audit committee’s independent “eyes and ears” • We plan our work in a timely and thorough fashion • We embrace the review and supervision process as a way to continuously improve • We recognize our role in the capital markets • We are alert for issues that need deeper analysis and we speak up • We take personal responsibility Leadership responsibilities Our Assurance Leadership includes partners who oversee parts of our audit practice in various regions, markets, industry groups, and business units. Their responsibilities may include implementing and monitoring our audit quality initiatives and overseeing our system of quality control. For example, they may assist audit partners in making key decisions that have quality implications, monitor partner assignments and responsibilities, and monitor attendance at required training courses. Partner accountability and compensation Each partner receives a share of the Firm’s profits based on his or her level of responsibility within the Firm, the Firm’s performance, and the partner’s performance. Each partner is evaluated in four areas: quality, people, partnership and teamwork, and profitable growth. Individual partner accomplishments are measured based on the partner’s relative performance against established goals. Consistent with professional standards, our audit partners are not evaluated or compensated for selling nonaudit services to audit clients. Quality and other aspects of the partner’s performance are carefully considered in determining a partner’s income. Conversely, quality-related matters can have a negative financial impact on lead engagement partners, as well as auxiliary partners, Quality Review Partners, and those providing specialist (e.g., tax, valuation, actuarial, information technology) support. Inconsistent audit quality may also result in reduced responsibilities. In addition, in order to promptly address quality issues identified, the applicable leaders work with the partner to implement a responsive action plan, and monitor the implementation and effectiveness of that plan. PwC 3 Non-partner professionals As with our partners’ annual assessments, our evaluation of our non-partner professionals’ performance incorporates the Firm’s quality objectives. Individuals are assessed against the dimensions of the PwC Professional framework, which is further discussed on page 8. For those who work on audits, this includes assessment in the areas of accounting and technical knowledge, auditing skills, professional skepticism, issues management, and review and supervision. Our nonpartner professionals participate in a performance bonus plan that is based, in part, on the achievement of quality goals and objectives. If our audit quality objectives are not fully met by non-partner professionals at the manager level or above, they must develop a responsive action plan that is reviewed by a leader who has oversight of the individual. Our goal is to provide the specific support and resources necessary for the individual to deliver against our audit quality objectives in the future. Over the course of the fiscal year, their progress is monitored by the individual’s market team leader. Ethics, independence, and objectivity Ethics Ethical behavior is the foundation for trust. We have established a code of conduct and supporting policies that describe the behaviors expected of 4 Our focus on audit quality our partners and professionals. We also provide our people with multiple ways to ask questions or voice concerns, including an anonymous ethics and compliance HelpLine, and a confidential e-mail process. Protecting client confidentiality and preserving necessary records are also key components of our ethics policies. We have policies prohibiting the misuse of confidential client information (e.g., information concerning nonpublic deals) in all formats (e.g., email, oral communications, printed documents), and we continue to invest in new processes and technology to safeguard confidential information. These policies are included in training for all new hires, are reinforced as part of required annual training, and are included in annual compliance confirmations required of all partners and staff. Independence and objectivity One key characteristic that distinguishes the auditor from nearly all other professionals is the requirement that we are independent from our audit clients. It is this independence—in fact and appearance—that facilitates our exercise of professional skepticism and ability to objectively arrive at conclusions without being affected by influences that could compromise our professional judgment. And it is this independence that supports confidence in audited financial statements. The Firm’s independence policy is based on the Code of Ethics for Professional Accountants of the International Ethics Standards Board for Accountants, and is supplemented, as necessary, to comply with the requirements of US standard setters and regulators (e.g., the PCAOB and the SEC). We provide various technology-based tools to support our auditors in maintaining their independence, including systems and processes to: • identify the entities requiring independence (including, for example, the affiliates, subsidiaries, and related-entities of audit clients to which the independence rules also apply); • document the permissibility of proposed non-audit services; • facilitate the assessment and monitoring of joint business relationships; • initiate independence consultations with in-house experts; • evaluate, pre-approve, and monitor personal investments by partners and managers (as well as their spouses, spouse equivalents, and others to whom the independence rules also apply). We created a web-based tool that provides the ability to “pre-check” a security before acquisition as well as the option to provide direct, automatic feeds from an individual’s account at many of the major brokerage firms into the Firm’s independence system; and • document our professionals’ annual confirmation of compliance with these independence policies and other compliance topics. A team of dedicated professionals (approximately 15 partners and 200 staff) help our audit professionals achieve and maintain independence. This team maintains and updates our independence policies and guidance, develops our annual independence training, develops and administers our compliance systems and procedures, and serves as a resource for our people facing realtime situations. In FY15, this team engaged in approximately 19,000 independence-related consultations. Personal independence matters are generally either self-identified or identified through the Firm’s audits of individuals’ personal independence compliance. If such a matter arises, we address and resolve it promptly, including, where appropriate, discussing the matter with the audit committee for the company to which the independence requirements apply. PwC has established protocols and processes that we follow for any acquisition the Firm makes. Included as a component of these processes are steps related to independence, including the review of client contracts for scope of services, joint business relationships, procurement, and personal and Firm independence. Partner rotation SEC and PCAOB requirements provide that both the lead audit partner and Quality Review Partner on a public company rotate off the audit engagement every five years. We also have rotation policies for auxiliary partners and partners on non-public company audit engagements. We believe that periodically rotating the partners who work on our audits provides a balance between bringing “fresh eyes” to the audit and maintaining a deep understanding of the client and its operations, including through continuity of others on the team, driving both enhanced objectivity and audit quality. Our systems and processes enable our practice leaders to manage partner rotations, helping to timely identify and transition responsibilities to a successor partner who has the skills necessary to maintain consistent audit quality. Considerations in undertaking an audit engagement Although we seek to grow our Assurance practice, we remain judicious in accepting new audit engagements and renewing existing ones. Our procedures for assessing whether to accept a new audit client, or continue to serve an existing client, are designed to identify potential areas of risk and focus on a number of matters, including whether: • the entity’s management, board, significant shareholders, and principal owners are people of integrity and good repute; • the engagement is allowable under professional and regulatory standards and is within our professional competence and capabilities; • there are any unresolved issues involving independence, conflicts of interest, or relationships with other entities; and • there are any unreasonable timing or resource constraints that would affect our ability to comply with applicable standards. Key to making our decision to accept or continue an audit engagement is whether we have the resources with the right skills, experience, industry knowledge, and capacity to perform a high-quality audit. We only accept audit engagements for which we believe our audit procedures can satisfactorily address the risk of material financial statement misstatement, whether due to error or fraud, and that align with our strategies for growing our practice. • the entity’s operations are governed by acceptable standards of behavior; PwC 5 Multi-disciplinary firm Building trust is at the core of our Purpose. Credibility and reputation are important components that enable us to build that trust. If we fail to maintain trust, we could suffer irreparable harm to our brand and lose our ability to deliver on our Purpose. That is why maintaining the quality and integrity of our audit practice is foundational to our brand, our strategy, and our success. 6 Our focus on audit quality We believe that a multi-disciplinary firm (that is in full compliance with independence requirements) makes us more knowledgeable of the risks and challenges that affect our audit clients. These risks and challenges can include, among many others, different revenue models based on emerging technology and business models; the impact of cybersecurity threats on internal control over financial reporting; valuation processes due to the expanded use of fair value in financial reporting; forensic investigations; complex income tax matters; and information technology innovations. These are complex issues that require deep understanding and technical knowledge. Continuing to invest in our non-audit practices— in the people as well as the expertise they offer—helps keep us at the forefront of these issues. A multi-disciplinary firm also helps us attract and retain top talent, allowing us to leverage our nonaudit personnel to execute our transformation and innovation agenda in order to sustain and build on our quality improvements. For example, continued development of data auditing technology and tools requires specialized skill sets. Also, our specialists are often leveraged as part of the audit. For example, valuation specialists, who build competencies performing valuations for non-audit clients, assist audit teams in performing auditing procedures over valuations for audit clients. Similarly, our tax specialists, who build competencies advising on tax provisions for non-audit clients, assist audit teams in performing audit procedures with respect to them. We are, however, also focused on the potential risks to our audit practice presented by our multidisciplinary strategy. In that regard, we remain mindful of the importance of maintaining the following: • A strong leadership tone focused on: -- Audit quality, independence, and objectivity -- Taking a leadership position on profession-wide matters, including transparency regarding non-audit services to help address stakeholder concerns • Effective independence and other monitoring processes • Strong governance protocols over the allocation of investment spending to our different businesses The general growth of our non-audit businesses is not driven by a goal of leveraging our audit clients. We only perform non-audit services for audit clients when (1) it is permitted by applicable professional standards and independence rules, and (2) the audit committee agrees— before any services are provided— that such services will not impair our independence. Today’s audit committees are very careful about approving non-audit services; they share our focus on the importance of maintaining independence. PwC 7 Our people Human capital strategies We have been recognized by a number of different organizations for our accomplishments in human capital, and are committed to creating an environment where we are able to attract, develop, and retain the best and brightest in our profession. We see this as critical to our success as a Firm. Our people strategies— including how we recruit and deploy talent, develop skills and identify diverse professional experiences, and provide coaching and feedback— are all essential to our ability to achieve our quality objectives. We were named the world’s second most attractive employer to millennials (after Google) in Universum’s World’s Most Attractive Employer annual rankings for 2015. The PwC Professional As we look to evolve, and remain as the leading professional services firm, we must create the PwC professional of the future. This individual possesses both business and global acumen, embodies exceptional technical capabilities, exhibits leadership skills, and demonstrates expertise in cultivating professional relationships. As part of our business transformation strategy, our objective is to create a well-rounded professional, a whole leader, who embodies all of these qualities and can confidently deliver quality, value, and excellence in increasingly complex and rapidly evolving environments. During this past fiscal year, we launched the PwC Professional, a global career progression framework. The PwC Professional illustrates how we are developing our people into leaders who possess the capabilities and confidence to deliver the PwC Experience, execute our strategy, support our brand, produce high quality work, and help us grow our Firm. The PwC Professional framework guides our approach for developing leadership capabilities at every level and is complemented by learning solutions relevant to each leadership dimension. The PwC Professional framework allows us to differentiate our Firm now and in the future. Recruiting Developing the PwC Professional starts with sourcing the best talent. While our Firm continues to transform, our value proposition for attracting top talent remains consistent. We expect a lot from our people, but in return we provide competitive compensation and outstanding employee benefits, including our recently announced student loan paydown benefit, which will be effective next year. We provide world-class development opportunities and the chance to work with some of the world’s premier organizations. Our sourcing strategy is designed to hire highly qualified candidates who have diverse backgrounds, skills, and cultures; possess personal attributes consistent with our Firm’s culture and the PwC Professional; have a questioning mindset and intellectual curiosity; and demonstrate courage and integrity. PwC will pay $1,200 per year for up to six years to help eligible recent graduates pay back their college loans 8 Our focus on audit quality Our reputation depends on hiring the most talented professionals available and, in turn, our reputation for quality enables us to attract the best candidates. Our stringent hiring standards for entry-level and experienced professionals, which include assessing academic records and conducting background and reference checks, assure that our newly hired professionals are well suited to meet the Firm’s quality expectations. In FY15, our Assurance practice hired nearly 2,900 new graduates and 2,800 interns, representing an increase of approximately 20% at the entry level. We also hired more than 1,300 experienced professionals, continuing a second straight year of record hiring at the experienced level. In addition, we are continuing to seek out candidates with science, technology, engineering, and mathematics (STEM) capabilities, as we view these as important skills for the future. In FY15, 11% of our campus hires possessed a STEM degree. “Today, we recognize skills in data analytics, information management, and programming languages as more valuable than ever, along with the leadership skills that enable students to effectively lead, communicate, and collaborate. Tomorrow, we can only imagine how technology will continue to transform our work and the workplace.”2 Number of audit professionals by level (as of each fiscal year end) FY15FY14 FY13 Partners 897909 880 Managers/Sr. Mgrs/Directors 3,0162,905 2,789 Senior Associates 2,6792,305 2,218 Associates 5,3875,147 5,170 Total 11,97911,266 11,057 As part of our talent strategy, we are developing a workforce suited to meet the needs of our changing business. PwC’s Flexible Talent Network (FTN) allows us to access designated PwC employees who work with us a few months of the year, allowing us to source our own network of qualified talent during workload peaks. This unique arrangement provides us with access to qualified employees who may otherwise completely leave the workforce (e.g., because of family responsibilities). In FY15, we utilized more than 200 individuals as part of our FTN. Feedback has been positive on both performance of the FTN members and the way these employees further enhance our ability to deliver a quality audit. As a result of these actions, we ended FY15 with over 6% more audit professionals than the prior year. In 2015, we expanded the campuses we recruit from to an additional 20 schools that have a significant population of Hispanic/Latino and/or Black or African-American students. Professional development Opportunities for learning and development—whether team-based, in a classroom environment, or technology-based—help our people develop the skills to be a successful PwC Professional. Throughout their tenure with the Firm, we provide our professionals with increasingly challenging experiences and career opportunities. Professional development also occurs through the coaching and real-time development our professionals receive on the job. 2 Source: PwC’s publication—Data driven: What students need to succeed in a rapidly changing business world https://www.pwc.com/us/en/faculty-resource/assets/pwcdata-driven-paper-feb2015.pdf PwC 9 Becoming a CPA is an important part of our audit professionals’ career progression, as it demonstrates a mastery of core auditing and accounting knowledge. Passing the CPA exam—a significant step toward obtaining the CPA credential—is a prerequisite for advancement to the audit senior associate level. In 2015, 12 of the 60 individuals recognized by the AICPA for achieving exceptional results on the CPA exam were from PwC. Our partners also help the members of their teams—and each other— define career aspirations and then identify development opportunities that will enable them to reach their goals. Opportunities for learning may include tours with various practices within the Firm or in different offices around the world. Retention Retention is important in achieving sustained audit quality. We are dedicated to creating an environment that enables us to deliver the PwC Experience to our people. From embracing our commitment to working flexibly to taking the time to engage and inspire our people on a personal level, we “re-recruit” our people by delivering on the value proposition that a career with PwC provides. We recognize that turnover rates in the public accounting profession are high, 10 Our focus on audit quality Average annual voluntary turnover rate by staff level FY15FY14 FY13 Managers/Sr. Mgrs/ Directors/MD’s 12.1%12.7% 13.5% Senior Associates 20.7%26.0% 23.1% Associates 15.9%18.4% 15.8% Total 16.2%18.8% 17.0% and that our staff, in particular, are in high demand. Accordingly, retaining our highly talented professionals remains a priority. Providing our people with flexibility in meeting both their professional and personal obligations is an important component of our retention strategy. In addition to continuing to provide formal flexibility options (such as reduced schedules and telecommuting arrangements), we are making flexibility discussions part of our culture. For example, we encourage teams to develop “flexibility plans” at the onset of an engagement and identify “flexibility champions” within each team to keep them on track, particularly during peak periods. This energizes our engagement teams’ passion for and commitment to delivering quality, creates a more rewarding experience, and increases their desire to remain with the Firm longer. Reducing our professionals’ hours worked in excess of 40 hours per week has been a PwC goal for the past few years; our success in this effort is reflected by the reduction in average annual hours at all levels. “Flexibility is about having predictability in our work. That means we need to work together to plan, coordinate schedules and deliverables, and give each other the ability to take the personal time we need to pursue all of our goals.” – Tim Ryan, Markets, Strategy and Stakeholders Leader Average annual hours worked in excess of 40 hours per week (2,088 annually) FY15 FY14FY133 Partner 461475 495 Senior Manager/Manager 345378 401 Senior Associate 305347 356 Associate 268311 312 Staff engagement and retention are influenced by our culture of connectivity and recognition. To help our people reach their full potential, each staff member is assigned a “relationship partner.” Having a relationship partner is a powerful way for staff across all staff levels to connect one-on-one with a senior member of the Firm. The relationship partner is a resource from whom the staff member can seek career advice, discuss challenges, and learn more about the partner’s role within the Firm. In FY15, we also rolled out a new program, weCARE, to empower and enable all partners and staff to show appreciation and recognize individuals for their contributions and impact. Further, we encourage our staff to participate in our corporate responsibility efforts, such as Earn Your Future, pro-bono work for non-profit organizations, volunteering, or giving. These efforts positively impact local communities and also have a positive impact on the retention of our staff, who are purpose driven. For example, we have found that our core assurance staff who participate in corporate responsibility-related activities have a turnover rate approximately 8% lower than those who don’t participate. We are seeing the positive impact of these combined efforts with our staff engagement scores, which are correlated with our decreased turnover. The combination of higher engagement and lower turnover and overtime hours contributes positively to our quality objectives. Global people survey Engagement Index4 (Assurance): FY15 83% FY14 78% FY13 77% Our diversity and inclusion strategy Our stakeholders look to us for broad thinking and perspectives, which leads to greater value in the services we provide, innovative solutions to client challenges, and enhanced quality. To realize these objectives, we need people of different cultures, backgrounds, and experiences—as well as an inclusive environment in which all of our people can succeed. Cultural dexterity helps us connect, communicate, and work with people from different backgrounds. An inclusive environment is shaped through countless experiences and interactions with individuals throughout our organization. Our diversity and inclusion strategy engages all of our people to help continue the course toward organizational change. An integrated approach PwC has been on a journey to promote diversity and sustain an inclusive environment for all of our people. We’re proud of the progress we have made to date, but there is still more we want to do to enhance our inclusive culture and to attract talented people who have unique skills, experiences, and ambitions. Today, women compose 45% of our Firm, and diverse professionals (including racial/ethnic minorities and LGBTQ individuals) make up 30% of our Firm. 3 Note that in our 2013 Quality Report, we used 2,080 hours as the benchmark for calculating these average extra hours. This difference reflects a difference in the number of working days in each of these years. 4 The Engagement Index comprises four questions included in our annual Global People Survey. The questions measure the pride, advocacy, commitment and overall satisfaction of our people. It represents the extent to which our people are motivated to contribute to business success and are willing to apply discretionary effort to achieving business goals. PwC 11 Diversity and inclusion is a Firm imperative. To better align our programs and initiatives with our people and business strategies, our diversity priorities are incorporated into our organization at many levels. For example, our partners’ annual plans include expectations tied to the identification of leadership and development opportunities for our women and multicultural professionals. Leadership development programs help leaders, managers, and staff build cultural dexterity in their teams. And our PwC Professional career progression framework builds in global acumen as a key attribute to demonstrate the importance of having a mindset that transcends geographic and cultural boundaries. Each of our professionals has personal accountability to sustain an inclusive workplace. Our holistic approach stresses the importance of creating a supportive and engaging environment in which our diverse professionals can thrive. We focus on three main areas: • Early success: We plant the seeds for our diverse talent pipeline through programs such as our Start internship, which prepares high-achieving, diverse college students in their freshman, sophomore, and junior years for success through learning and development opportunities and shadowing experiences. Once hired, we help them get a strong start through programs like Vanguard–a year-long program designed to support the success of Black/African-American new hires. • Leadership development: We continue to support our professionals throughout their career at PwC by offering programs such as Diamond, which provides coaching and sponsorship to top-performing minority senior managers and directors, and leadership development programs like Accelerate, for Asian/Pacific Islander experienced associates, and Select Senior, for higher-performing diverse senior associates. • Inclusion: We offer all our people opportunities to raise their diversity awareness and increase their cultural dexterity. This includes initiatives such as PwC’s White Men as Diversity Champions, which educates and engages our For PwC, our diversity and inclusion strategy is a journey—we recognize there is more we need to do, but we are proud of the progress we’ve made to date. Key milestones include: 1990: 2001: 2004: Appointed the first woman Office Managing Partner, the first woman partner to the Partner Admissions Committee, and the first minority woman to the partnership First women elected to PwC’s Board of Partners and Principals Convened PwC’s LGBT Partner Advisory Board 12 1996: 2002: 2006: Added the first woman to both the US and Global leadership teams Appointed PwC’s first Chief Diversity Officer Launched Diamond— a program for topperforming Black/ African-American, Hispanic/Latino and Asian senior managers and directors Our focus on audit quality white males in recognition of the important role they play in creating an inclusive workplace, and a “Blindspots: The Hidden Biases of Good People” training, which helps partners and managing directors gain awareness of potential implicit associations and their consequences. We also engage our people in diversity circles for Black/ African-Americans, Asians/Pacific Islanders, and Latinos/Hispanics, as well as women, working parents, veterans, LGBTQ professionals, and individuals who have a disability or care for someone who does. As a result of our efforts to promote diversity and sustain an inclusive environment, the diversity in our new partner class across our Lines of Service firmwide has risen from about 17% women and 18% minorities in 2009 to more than 30% women and 21% minorities in 2015. During the same time, our partnership overall has gone from 17% women and 7% minorities to 19% women and 12% minorities in 2015. Accelerating change In FY15, we launched a new Diversity Distinctive Experience (DDE) framework to help us accelerate progress on the Firm’s diversity goals and develop our future Firm leaders. This framework requires that all partners demonstrate a DDE in order to assume a new leadership role (i.e., cross-Line of Service industry leader or Market Managing Partner) and become a member of our Extended Leadership Team. Examples of DDE include sponsoring a diverse staff member who is admitted into the partnership, completing a global assignment, working in 2-3 regions or offices over an extended period of time in the US, or using one’s role as a Primary Reporting Partner or coach to help a diverse partner or staff member be successful. In the short term, the DDE framework will help increase the cultural dexterity of our leaders. Being exposed to different experiences and people can change the way our professionals view the world and open their mind to new ways of thinking. In the longer term, we expect DDE will help increase the diversity of the Firm’s leadership by incentivizing today’s leaders to invest the time and energy needed to retain and promote talented diverse professionals for our future. 2007: 2010: 2013: 2015: Won the Catalyst Award, which recognizes “innovative organizational initiatives that address the recruitment, development, and advancement of all women” Launched PwC’s Veterans Network Hosted live “PwC Talks: Leaning In, Together” webcast with Sheryl Sandberg, author of “Lean In” and COO of Facebook PwC becomes an IMPACT 10X10X10 champion for HeForShe, the UN Women’s global gender equity initiative 2009: 2011: 2014: 2015: Launched Vanguard— a year-long program designed to support the success of Black/ African American new hires Launched Breakthrough Leadership, a development program for topperforming women senior managers and directors Established a Disability Strategy Council to enhance the PwC Experience for people with disabilities Hosted live “PwC Talks: Being color brave” webcast on the topic of race with Mellody Hobson, President of Ariel Investments Please visit www.pwc.com/diversity to learn more about PwC’s Diversity & Inclusion strategy, as well as awards and recognition we have received for our achievements in this area. PwC 13 “Don’t just network and build relationships with people who look like you, think like you, and approach the world like you do. The business community is extremely diverse, and our Firm gives us great opportunities to broaden our horizons. Always keep in mind that people come to the table with different thoughts, backgrounds, sensitivities, and emotions. Embrace those differences, and learn from them. Then, when you’re faced with a unique challenge in life or at work, you can draw on your diverse network to help you navigate it—and succeed.” —Vin Colman, US Assurance Leader Learning and development Auditing is a complex and challenging profession. However, the composition of our audit teams provides our less tenured professionals the opportunity to work with more senior professionals, which promotes meaningful onthe-job training. Judgment is honed by witnessing—on a real-time basis—how seasoned auditors approach issue identification and resolution. Professional skepticism, accounting knowledge, auditing skills, issues management, and review and supervision, are technical capabilities every audit professional is required to develop continuously throughout his/her career. We believe our staffing ratios provide opportunities for our less experienced staff to learn from seasoned professionals. 14 Our focus on audit quality Leverage ratio of audit-related hours for audit team members: FY15FY14 FY13 Partner to manager 1 to 3.9 1 to 3.7 1 to 3.6 Manager to staff 1 to 4.1 1 to 4.1 1 to 4.2 1 to 20.2 1 to 19.2 1 to 18.7 Partner to staff The experience needed to develop the technical and business acumen required to become an effective auditor hasn’t changed, but it has required the development of new skills. For example, as part of our audit transformation and to continue to enhance audit effectiveness, we are training our professionals to use tools to interpret large amounts of data. And to maintain their focus on the areas requiring the most skill and judgment, we are shifting routine or non-complex work to resources outside of the traditional engagement team. The significant amount of learning that occurs through on-the-job review, supervision, and mentoring is supplemented through participation in rigorous, Firm-developed learning programs. These progressive programs include a primary focus on auditing and accounting skills, as well as business and industry developments, and are tailored to the experience level of our professionals. With feedback obtained through our monitoring efforts—whether through our own internal inspections process or through analysis of observations from the PCAOB and peer reviews— we continually update and redesign our training curriculum. We also incorporate observations from our Chief Auditor Network, as well as results of surveys, focus groups, and post-course learning assessments when updating our courses. The effectiveness of our formal learning is enhanced by our national Assurance learning team, which comprises experienced PwC audit professionals who are dedicated to instructing staff in the first six years of their career, and our Chief Auditors, who play an important role in instructing our partners and managers. The development of our Assurance training courses is led by audit partners with the support of a team of 35 experienced audit and education professionals. The combined auditing and accounting knowledge of this team, along with the course design and delivery expertise of our education professionals, drives the creation of effective training courses for our Assurance practice. We require our audit professionals— from first-year staff to partners—to attend training courses that integrate accounting and auditing concepts for a more effective learning experience. Our managers and partners also attend industry-specific training where they choose courses most relevant to their current roles and responsibilities. In addition, we offer our professionals non-technical training around topics such as project management, issues management, and professional communications. Required attendance at training courses is an important component of an individual’s performance assessment, and is monitored by the Assurance partners who lead our market teams. In addition, all required training courses are followed by required learning assessments that help extend the learning experience by testing knowledge gained during the course. The results of these tests also provide participants with a better understanding of where they can focus additional attention in technical areas. Number of hours of auditing and accounting training required annually for each professional level: FY15FY14 FY13 Partners 32 to 38 24 to 32 25 to 33 Managing Directors-Managers 34 to 45 24 to 29 26 to 27 42 40 44 to 48 40 to 80 40 to 80 42 to 85 Senior Associates Associates PwC 15 Our approach Audit methodology and processes In the interest of continuous improvement, over the past year we have: • launched the first component of our suite of data auditing tools, Halo for Journals; and Our audit methodology is instrumental to audit quality and is one of the key elements of delivering the PwC Experience. By continuing to standardize, simplify, and automate the audit process through innovation, we are driving consistency in the execution of our procedures, promoting adherence to professional auditing standards, and leveraging knowledge and experiences across engagement teams. • introduced the latest version of our global audit software, Aura v6 (see page 22 for further discussion); • continued to leveraged our Service Delivery Centers to drive quality and consistency, and to leverage additional resource pools (see page 17 for further discussion). Foundational to our methodology is the assessment of risk. The identification and evaluation of risk begins in the planning phase of the audit, and it continues through issuance of the audit report. Our first step is to gain an understanding of the client’s end to end business processes, which allows us to identify and evaluate the risks within the processes and develop audit programs appropriately responsive to the client’s specific facts and circumstances. 16 Our focus on audit quality • introduced Engagement Performance & Quality (EPQ), our process improvement framework (see page 20 for further discussion); • reinforced the importance of timely planning and phasing of audit work by setting deadlines for completion of audit planning, which facilitates the more timely consideration of audit risk and the related response; • developed additional industry specific audit programs to improve the focus and consistency of how we address industry specific risks; • enhanced our learning and development programs by updating our training in the US for new associates through partners, redesigning our global curriculum for integrated audits, and establishing a dedicated, national network of instructors, supplemented by other Firm professionals; In addition to these efforts, we continue to enhance our methodology and training programs to respond to new accounting and auditing standards and the results of internal and external inspections, including the related analysis of quality drivers. For example, over the past year we amended our methodology and developed training related to the issuance of PCAOB Auditing Standard No. 18, Related Parties, and further increased our focus and training on auditing complex estimates— particularly those including estimates of future cash flows. Audit committee communications Audit committee oversight of auditors, including timely, meaningful, and direct exchanges of information, is another key element of sustaining and improving audit quality. Both we, as auditors, and the audit committee benefit from these exchanges. We learn valuable information regarding the audit committee’s points of view and perspectives and fulfill our professional responsibilities to communicate certain important items to the audit committee. The audit committee benefits because our open communications enable them to more effectively execute their oversight role. For public companies audits, our communications occur at least quarterly. These discussions may include obtaining the audit committee’s views on financial reporting risks and areas that warrant audit attention, discussing the resources to be allocated to the audit, and considering whether the audit fee fairly reflects the audit work to be performed. Required communications include discussions about our independence, our roles, and the roles of management and the audit committee. In addition, the audit committee approves our appointment as auditors and related audit fee and, when applicable, non-audit services and related fees. We are committed to discussing with the audit committee the results of any PCAOB inspection of our audit engagement for the company, as well as trends from other inspections that may have a bearing on future audits. Further, in response to the PCAOB and the Center for Audit Quality (CAQ) initiatives on audit quality indicators, during FY15 we continued a voluntary pilot program to discuss potential engagementspecific metrics with certain audit committees in order to obtain feedback on the overall usefulness of this information in fulfilling their audit oversight responsibilities. This feedback, along with input received from other stakeholders, provided valuable insights that informed our views as articulated in our response letter to the PCAOB’s recent concept release on audit quality indicators. Resource management We continue to invest in ways to phase our work to alleviate peak busy periods for our people. Our increase in headcount is a major component of this effort. We support this by advancing key elements of our transformation agenda. Extending our EPQ program has enabled more of our teams to realize greater process efficiencies. We increased our leverage of Service Delivery Centers (SDC’s), as described below, and continued to accelerate audit planning efforts. From a technology standpoint (as further discussed starting on page 22), we extended the use of Connect to automate the client documentation request process, began piloting data auditing techniques, and initiated phase one of our Aura v6 implementation. Combined, these efforts have helped us reduce full-year utilization by just over 3 percentage points and utilization for our peak period of January and February by 4 percentage points. We believe this reduction in utilization is one of the factors that contributed significantly to a decline in voluntary turnover. Use of our SDC’s continues to be a critical element of our Assurance people strategy. Standardized, repeatable, non-client facing activities performed by SDC personnel increase quality and consistency and enhance the learning and overall experience for our people by creating capacity within our engagement teams to focus on the more challenging and judgmental aspects of the audit. This approach contributes to increased job satisfaction and morale, resulting in higher retention and leading to enhanced quality. In FY15, hours incurred at the SDC’s increased nearly 20% over the prior year and represented 6% of all audit hours. Consultation process and use of specialists All levels of Firm leadership, along with all partners involved in the audit process, play important roles in achieving audit quality and are accountable for their performance. No audit team, partner, or staff member is ever expected to “go it alone.” To the contrary, as part of our collaborative culture, the audit partner is expected to leverage the full quality support network of the Firm when complex accounting, auditing, or financial reporting matters arise. This network includes our National Office, Chief Auditor Network, Risk Management Partners, and partners who lead the audit practices in our market and industry groups. PwC 17 Ratio of partners serving in technical support roles to the total number of audit partners FY15 1 to 7.6 FY14 1 to 7.5 FY13 1 to 6.5 In addition to dedicated, experienced partners and professionals in technical support roles, our engagement teams can also draw upon Firm specialists in a variety of accounting and auditing areas. Complex accounting matters may include, but are not limited to, revenue recognition; financial instruments; tax reporting and accounting; fair value determination and reporting, including in the context of business combinations; and information technology. Complex auditing matters may include multi-location scoping, auditing estimates and fair values, and various internal control related matters. The nature and extent of these matters in the context of a company’s specific financial reporting will drive the number of specialists’ hours for a given audit. Consultation and collaboration with specialists in complex, highly technical, or specialized areas are key aspects of ensuring quality in our audit. Such discussions help us make the best judgments and support the alignment of our views within the Firm. Partners and professionals who provide consultation support also assist audit teams in reviewing the assessments performed by management and audit committees when potential errors are identified in previously issued financial statements. While relatively rare, such assessments may result in a conclusion by the company to restate those financial statements. Number of annual restatements as a percentage of issuer audit clients5 FY15 1.16% (21 out of 1,805) FY14 1.20% (22 out of 1,839) FY13 1.15% (21 out of 1,825) Percentage of total audit engagement hours provided by specialists FY15 11.7% FY14 11.2% FY13 10.0% 5 For purposes of this report, issuer audit clients comprise SEC registrants and mutual funds. 18 Our focus on audit quality National Office Our National Office embodies PwC’s strong culture of collaboration. Accounting, auditing, and SEC technical professionals regularly advise audit teams on significant, unusual, and complex matters. The National Office plays a vital role in keeping our Firm policies and guidance, including our audit methodology, current and communicating them to audit teams. Through consultations, presentations, direct client interactions, and distribution of various thought leadership publications, the National Office keeps our audit teams, clients, and other stakeholders informed of matters that may impact the audit, audit quality, or financial reporting, including standard-setting activity and other relevant regulatory matters. Our audit policies identify specific matters for which National Office consultation is required. Audit teams are also encouraged to consult on any matter as warranted by facts and circumstances. In the event an audit partner initially has a different viewpoint than our National Office, a resolution process provides guidance for elevating the discussion until the matter is satisfactorily agreed upon. Risk Management Our Risk Management network includes experienced audit partners who serve in national, regional, and local roles. Generally, our Risk Management partners have more than 20 years of experience. National Risk Management professionals are generally dedicated on a full- time basis and are responsible for the design, development, and execution of the Firm’s risk management policies. Regional and local risk management partners devote a portion of their time to risk management activities, while continuing to manage their own engagements. Risk Management partners support audit teams in assessing risks (such as whether to undertake or continue an audit engagement) and audit execution matters and applying the Firm’s risk management policies. Audit teams are required to consult with a Risk Management partner on specific issues (such as error evaluation and resolution, principal auditor considerations, and going concern matters), and are encouraged to do so whenever they could benefit from Risk Management partner insights. Chief Auditor Network Our Chief Auditor Network provides direct and immediate support to our audit teams in the field. With a strong connection to our auditing experts within our National Office and with each other, the partners and professionals that are a part of our Chief Auditor Network help our audit teams identify where specific additional audit attention might be warranted, design effective and efficient audit procedures, and exercise professional skepticism. Using their deep understanding of auditing standards, Firm policy, and audit methodology, our Chief Auditors may also provide auditing advice by reviewing certain aspects of an audit engagement before the audit is completed. Through these activities, the Chief Auditor Network is able to provide local and national leaders with insights on overall audit quality trends and progress. To further leverage their expertise, the professionals in our Chief Auditor Network participate in market and industry group meetings to share insights gained through their work with engagement teams, as well as information about frequently asked questions and areas that merit additional focus. Using their acquired knowledge of the current issues facing our audit teams, they also contribute to the development of course content for our required audit training and serve as instructors for many of the courses. PwC 19 Quality Review Partner Engagement quality review represents a critical component of our quality control system, and partners serving in these roles must have the requisite technical knowledge, experience, and time to perform the role effectively. Quality Review Partners (QRPs) are involved in the most important aspects of the audit, including reviewing the audit plan, considering the Firm’s independence, and discussing the significant risks identified by the audit team and the responses to those risks. QRPs are also involved in specific accounting, auditing, and financial reporting and disclosure matters. QRPs are accountable for their performance, and when quality expectations are not met, their compensation may be impacted (please see our Accountability discussion on page 3). As with lead engagement partners, QRPs must also rotate off of their SEC audit clients every five years. Beginning with our calendar 2014 year-end audit cycle, we issued expanded guidance to clarify and enhance QRP’s understanding of their responsibilities. We also created the role of QRP assistants, and developed policies and guidance regarding their use. QRP assistants are generally partners with one to five years of experience as a partner who bring greater capacity to the execution of engagement quality reviews. At the same time, serving in this role provides important experience to our less-tenured partners that can be leveraged in future years when they lead the execution of engagement quality 20 Our focus on audit quality reviews. In addition, we adopted new training requirements for both QRPs and QRP assistants. We are confident that these enhancements will improve the effectiveness of our current QRPs, as well as strengthen our pipeline of future QRPs. Engagement Performance & Quality EPQ is PwC’s branded approach to process improvement. For years, world class companies have used process improvement to enhance the quality and efficiency of their products and services. We recognize that conducting an audit is also a process, with numerous supporting sub-processes. Orchestrating the execution of those processes over the course of the audit can be very complex, and includes the coordination of various inputs, stakeholders, outputs, and requirements. By examining and improving the audits sub-processes, we can improve the overall execution of the audit, improving quality as well as efficiency. Additionally, a better executed audit results in a better experience for our audit teams, as well as our clients. Process improvement does not necessarily change what audit procedures are performed, but it often does impact how we go about conducting those procedures. By making modest changes to the sequence and timing of activities, or increasing the level of precision at which we plan, and adding more rigor to project management, we are able to have a meaningful positive impact on the audit process. A core principle of EPQ is building quality at the source—that is, preparing and planning to do the work to get it right the first time, thereby reducing the extent of errors or rework required as the audit process progresses. This not only improves overall quality, it improves efficiency and reduces the compression of work toward the end of the audit, allowing more time to focus on key judgments and items of significant risk. We are focused on doing the right work, at the right time, and avoiding unnecessary work. EPQ is based on a team-enabled approach to process improvement. This means that all levels of our professionals learn to apply a practical framework for process improvement so that they can better evaluate and improve audit processes. Teamenabled solutions tend to be more effective and sustainable, while also enhancing the team members’ engagement and sense of purpose in their work. Studies have shown that when team member engagement improves, morale, quality, and productivity also improve. We believe that enriching the work experience of our team members will help position us to achieve superior results for our clients and differentiates us in the market. EPQ was rolled out to professionals at all levels of the core Assurance practice during 2014 and 2015. In workshops, participants learned the EPQ tools and techniques through hands-on application to real audit situations. A network of EPQ champions, consisting of practice partners and managers, is embedded in the markets to provide additional support to client service teams in the implementation and execution of EPQ. Quality across the network Combined with our other transformation initiatives, including Service Delivery Centers and technology (discussed on page 17), data analytics, and automated testing, EPQ is helping to revolutionize the audit process—increasing the overall value delivered to our stakeholders through the audit while reducing the level of inefficiency and disruption, ultimately contributing to enhanced audit quality. High quality audits across the network are vital to the US firm and our brand, and are the foundation of our Purpose. Our prior quality reports highlighted a number of significant efforts undertaken to enhance quality across the network. In 2015, the PwC Network further built on these efforts and released a number of global tools designed to enhance the consistency of execution of high quality audits. These combined efforts included the following: Global network • Introduced Aura v6, the latest version of our global audit software (see page 22 for further discussion) PwC is a member of PricewaterhouseCoopers International Limited (PwCIL), a UK private company limited by guarantee. Each of the more than 150 member firms of PwCIL is a separate legal entity, and together they form the PwC network.6 As a member of the PwC network, we are able to work with our fellow member firms to serve companies across borders and regions, including in emerging markets around the world. By virtue of PwC’s membership in the network, audit teams have access to important resources in member firms across the world, including those responsible for audit methodology and processes, as well as the performance of individual audits. • Launched Connect, a global, web-enabled communication and collaboration tool (see page 22 for further discussion) • Launched Halo for Journals, our global data auditing application (see page 23 for further discussion) • Launched the PwC Professional— a career progression framework used for all staff globally (see page 8 for further discussion) In addition, we assisted member firms in enhancing their quality-focused infrastructure, including helping them enhance their own processes for identifying potential causes of quality issues. In addition, a task force of member firms has been formed to share learnings and best practices with regards to identifying potential causes of quality issues. Our goal in these efforts is to facilitate the ability of other member firms to develop consistently high quality audit performance whether those audits are performed within or outside the US, for US issuer clients or otherwise. Each member firm is responsible for monitoring its own quality control system, including reviewing the quality of its management-level controls and the audit work it has performed. A network team monitors member firms’ review of their quality control systems. When areas needing improvement are identified in these reviews, the member firm prepares a remediation plan, and the network monitors its implementation. One of the benefits of membership in a global network is that when a US audit client has multi-national operations, we can work with other member firms that can apply their knowledge of local laws and customs in a way that both enhances audit quality and is cost effective. We continually refine how we use the work of these non-US PwC Network firms (including considering the inspection results from other member firms with whom we are working) so that all components of our audits meet US standards (when applicable) and satisfy our own quality expectations. In addition, we recently adopted an enhanced, global policy and related process for sharing additional information regarding the inspection results of individual partners who lead the work at non-US locations in support of US-led group audit engagements. 6 Please see www.pwc.com/structure for further details. PwC 21 Our technology As a network, we are making significant investments globally in technology aimed at providing our teams with the best tools to support them throughout each phase of the audit. New and enhanced tools are aimed at supporting our teams in identifying and addressing risks and issues earlier in the audit process, as well as improving project management and the phasing of our work. At the center of our technology suite is Aura, our global audit platform. Aura is used by over 87,000 auditors worldwide on every PwC audit, driving quality and consistency on a global basis. New tools, such as Halo for Journals and Connect, are further broadening our use of technology and innovation to support our audit teams in conducting audits with additional insights, greater visibility into risks, and more consistent execution across our practice. Aura v6 In the spring of 2015, the network introduced Aura v6, a significantly enhanced version of our global audit platform. These enhancements help our teams plan and execute audits 22 Our focus on audit quality with greater consistency and quality. The workflow in Aura now more directly mirrors the natural flow of the audit process, and enhancements throughout the tool help our teams better project manage the audit. A key feature of Aura v6 is the Risk and Response module. This new audit plan development module assists our teams in documenting audit risks and building high quality, risk-responsive audit plans. Auditors are supported in this effort with robust industrybased risk libraries with underlying linkages to commonly responsive control and substantive audit tests. The use of standard library risks and test procedures promotes consistent, high quality audit approaches, while also providing teams with the ability to tailor the plan as appropriate. Real-time monitoring of the status of work from online monitoring tools helps teams continuously manage workflow and issues. With just a few clicks on a smartphone, tablet, or laptop, progress is visualized, highlighting areas where audit work is ready for review or attention is needed. As a result, issues can be identified and addressed sooner in the audit process, thereby having a positive impact on quality. Connect Connect is a web-enabled communication and collaboration tool that has been developed to facilitate the document exchange process between PwC and clients (i.e., the “prepared by client” process) in connection with audit engagements. Connect is a simple and secure way to share information efficiently and effectively with our clients, including via select tablets and smart phones. Through the Connect tool, PwC staff can create document requests, and both PwC and our clients can upload and download documents, initiate action items, and create comments. It provides PwC and our clients with the ability to monitor the status of requests, allowing for better management of documentation and greater accountability. The use of Connect across the network has continued to increase, with over 18,000 Connect client sites in use and over 172,000 total distinct users worldwide. PwC US continues to be the largest member firm user, with approximately 5,000 client sites and roughly 75,000 distinct users, of which approximately 55,000 are external to PwC. Halo/Data auditing Through our data auditing strategy, we are developing processes and tools to make better use of data analysis and automated data auditing and validation techniques. These data extraction and visualization capabilities enable the auditor to extract and analyze large volumes of data, focus on higher risk transactions, while enhancing quality and providing greater insights to our clients. Halo, our globally branded data extraction, visualization, and auditing platform, is designed to enhance our risk assessment process and facilitate automated testing and data validation in a number of areas. Halo for Journals, launched in May 2015, is our first data auditing application and helps our audit teams analyze journal entry data to spot unusual trends and patterns. We will continue to pilot other solutions under the Halo umbrella. PwC 23 Our monitoring Continuous improvement cycle One of the drivers of our enhanced quality results, and fundamental to sustaining and building on those results, is our ability to timely identify opportunities for improvement and quickly respond. The chart below illustrates our continuous, on-going process. Over the last several years, we have expanded our use of preissuance reviews and accelerated the Execute audit Communication/ training In-process/pre-issuance reviews Internal/external inspection VAT specialis m Continuous improvement cycle Revise guidance/ develop tools Plan audit Communication/ training 24 Our focus on audit quality Analysis of quality drivers majority of our internal inspections, allowing us to more quickly identify trends that represent opportunities for improvement. After performing an analysis to identify what factors may have contributed to inspection comments, we develop appropriate actions, such as expanding guidance, developing new or enhanced tools, or implementing additional training. Expediting our analysis of these factors has allowed us to communicate updates earlier in the audit cycle, allowing engagement teams more time to incorporate any changes into their audits. In-process reviews One of the ways we monitor quality is by reviewing audit work on certain audit engagements prior to the issuance of our audit reports. In response to learnings from our 2014 inspection process, in FY15 we introduced a new preissuance review program that more specifically targeted focus areas across an expanded number of engagements through Estimates Planning Workshops. In this program, our Chief Auditor Network reviewed the planned audit approach for one significant accounting estimate at over 300 audit engagements. These reviews allowed us to focus more specifically on relevant aspects of our work related to management’s more complex accounting estimates. The Workshops centered on inperson meetings and collaborative dialogue between the Chief Auditors and key engagement team members about the team’s planned audit approach. These meetings, along with critical review of the audit planning documentation, provided valuable engagement-specific reinforcement of topics addressed in our broader audit training programs. Our inspections group also annually performs targeted quality assessments (prior to report issuance) of both the planned audit approach and the execution of audit work for approximately 40-50 audit engagements. During these reviews, the reviewers consider various execution topics such as application of recently issued policies and training and audit methodology enhancements. In-process reviews not only inform reviewers about the quality of the work being performed, but also provide insight into ways to further improve consistent implementation of our Firm’s methodology. These reviews also provide individual engagement teams with valuable feedback that they are able to incorporate into their audit work prior to the completion of fieldwork and apply more broadly to their other audit engagements. Internal inspections Our internal inspections program provides us with a valuable assessment of how we are executing against professional standards, Firm policies, and our professional obligations. During the inspections process, reviewers evaluate the appropriateness of judgments made by the audit teams and look for instances where compliance with professional standards or Firm policies were not adequately evidenced in the working papers. Engagements are selected for inspections to provide a reasonably representative sample of our audit practice (e.g., sector/industry and size). The inspections group has oversight and ownership of the internal inspections program, including its design, administration, and coordination. The inspections group is made up of a core group of experienced audit professionals dedicated to monitoring audit quality, driving consistency in our inspections process, and delivering insights into areas for improvement. The inspections group relies on the support of Assurance client-service personnel with relevant industry or technical expertise (e.g., tax, valuation, actuarial, technology) to execute these inspections. Reviewer resources consist of our higher performing staff, including nearterm partner candidates, senior manager and director nominations from Market Assurance Leaders, as well as partner nominations from Sector Assurance Leaders. In the 2015 internal inspections of 2014 audits, 890 partners and staff participated as reviewers (34% of whom were reviewers in the prior year). The inspections group performs reviews of matters identified during inspections and communicates overall observations and results to the audit practice. Further, the inspections group works with the Chief Auditor Network, Auditing Services Methods & Tools, Learning and Development, and Firm leadership to determine whether additional guidance or training, modifications to our audit methodology, or additional targeted messaging from leadership are appropriate to continuously improve the quality of our audits. Number of issuer audit clients subject to internal inspections FY15 160 FY14 179 FY13 196 PwC 25 The inspections group also evaluates annually the Firm’s system of quality control over our audit practice. Our quality control system addresses: 1) leadership’s responsibility related to their quality roles, 2) relevant ethical requirements, 3) considerations in undertaking an audit engagement, 4) human capital needs, 5) engagement performance, and 6) our process for monitoring the effectiveness of our quality control policies and procedures. Our system of quality control is also subject to annual review by professionals from the PwC global network. The most recent annual evaluation confirmed that our system of quality control over our audit practice is designed appropriately and functioning effectively. The results of our 2015 internal inspections indicate we have continued to enhance our audit quality. The number of matters identified is significantly reduced compared to prior years. Based on our 2015 internal inspections, the following areas warrant our continued focus: • Complex estimates, including future cash flows: -- Evaluation of the reasonableness of assumptions -- Evaluation of whether the data and reports used in developing assumptions in complex estimates are relevant and reliable (i.e., complete and accurate) 26 Our focus on audit quality • Understanding the design of controls and developing appropriate audit procedures in response to the identified risks: -- Evidence of understanding of the design of controls -- Developing appropriate audit procedures to address the identified likely sources of potential misstatements -- Sufficiency of evidence to corroborate the achievement of stated control objectives • Reliability of information used by management or the auditor: -- Understanding of the source of the underlying data used by management to prepare information, and the controls in place to provide assurance regarding the reliability (completeness and accuracy) of information -- Assessment of the reliability (completeness and accuracy) of information used in substantive testing As suggested by the transparency data points and other information included in this report, we consider a number of quality inputs in assessing the ongoing effectiveness of the Firm’s system of quality control. With respect to the results of inspections, the Firm analyzes both internal and external inspection results, including the percentage of instances where the Firm concludes that additional audit work should have been performed before issuing the audit opinion. Such analyses recognize that certain inherent differences exist in the methods of selecting audits for inspection. Under the Firm’s internal inspection program, engagement partners, in general, are selected for inspection every three to four years. The specific engagements inspected for each partner are selected based on a variety of factors, including the number of hours managed on each audit. In contrast, as highlighted in its inspection reports, the PCAOB selects audit work for inspection based on factors that, in the inspection team’s view, heighten the possibility that audit deficiencies are present, rather than through a process intended to identify a representative sample. Compliance rate of issuer audit engagements selected for internal inspection: FY15 94% FY14 93% FY13 84% External inspections PCAOB inspections of our public company audit practice provide a data point on our progress in delivering audit quality, and represent an important check on our internal monitoring and assessment processes. Our regulator, the PCAOB, reviews a relatively small percentage of our issuer audit clients annually, using a largely risk-based approach. This risk-based approach is designed to target particularly complex audit areas, industry segments, and clients. In accordance with the Sarbanes-Oxley Act of 2002 (the Act), the PCAOB’s inspection report includes both public and nonpublic portions. The public portion of the inspection report contains an overview of the inspections procedures and observations concerning the engagements inspected. The nonpublic portion of the inspection report contains the PCAOB’s observations about a firm’s audit performance and system of quality control, which the Act mandates will not be made public by the PCAOB if a firm addresses those quality control observations to the PCAOB’s satisfaction within 12 months of the date of the inspection report. The most recent inspection report on our audit practice is dated June 30, 2015,7 and describes the results of the PCAOB inspection of 58 (or approximately 3%) of our 2013 year-end public company audits. The number of audits included in Part I has continued to decrease since 2010. Number of PCAOB-inspected audits included in Part I Audits inspected Audits included in Part I 2014 5817 2013 5919 2012 5421 2011 6326 2010 7528 Part I of the PCAOB Report Part I of our 2014 inspection report covers inspections of selected 2013 year-end audits. In response to that report, we continue to focus on the following areas: • Auditing internal control over financial reporting and testing those controls in a financial statement audit, including primarily testing the design and operating effectiveness of controls, including those involving management review of financial information or accounting analyses • Sufficiency of evaluation and corroboration of management’s key assumptions, including information that may contradict those assumptions or related management judgments, and testing of key data inputs, including those related to estimates of future cash flows used in impairment assessments and business combination valuations We believe the scope and breadth of the comments included in Part I of the PCAOB’s 2014 report are narrower in comparison to those included in the PCAOB’s 2013 report: • Comments related to our testing of estimates reflected a narrower scope—primarily focused on estimates of future cash flows used in impairment and business combination valuations 7 For ease of reference, we refer to this report as “our 2014 inspection report.” PwC 27 • We achieved further improvements in the consistency of our execution with respect to the requirements of AS 5, including: -- Identification of likely sources of potential misstatement based on our understanding of end-to-end processes -- Testing of review controls through effective implementation of a new review controls template -- Evaluation of control deficiencies • We also noted improvements in regards to: -- The consistency of our audit responses to disclosure exceptions -- Journal entry testing and other procedures performed in response to fraud risks 28 Our focus on audit quality Part II of the PCAOB Report Part II of our 2014 inspection report is nonpublic and reflects observations and criticisms identified during the PCAOB’s review of certain practices, policies, and processes related to our system of quality control, including observations developed from the engagement-specific findings reported in Part I. Areas considered in Part II generally focus on: • management structure and processes, including the tone at the top; • practices for partner management, including allocation of partner resources and partner evaluation, compensation, admission, and disciplinary actions; • policies and procedures for considering and addressing the risks involved in accepting and retaining clients, including the application of a firm’s risk-rating system; • processes related to a firm’s use of audit work that its foreign affiliates perform on the foreign operations of a firm’s US issuer audit clients; and • processes for monitoring audit performance, including processes for identifying and assessing indicators of deficiencies in audit performance, independence policies and procedures, and processes for responding to weaknesses in quality control. As previously noted, if a firm has addressed the quality control matters described in Part II to the PCAOB’s satisfaction within 12 months after the report is issued, then no portion of Part II is made public by the PCAOB. During the 2015 fiscal year, the PCAOB informed us that it is satisfied with the actions we took to address observations contained in Part II of our 2012 inspection report (which covered our 2011 year-end audits). The PCAOB has not yet made a determination as to the sufficiency of our actions in response to the non-public portions of our 2013 inspection report, for which the 12-month remediation period ended on June 18, 2015. Analysis of quality drivers The Firm performs analyses to identify potential factors contributing to audit quality so that we can take actions to continuously improve. One of our primary objectives when conducting such analyses is to identify how the Firm can provide the best possible environment for our engagement teams to deliver a quality audit. We look at audits both with and without deficiencies— whether identified through our own internal inspections process or through external inspections—to help identify possible distinctions and learning opportunities. Specifically, a team of reviewers that is independent from the engagement team identifies potential factors contributing to the quality of the audit. We consider factors relevant to technical knowledge, supervision and review, professional skepticism, engagement resources, and training, among others. Potential causal factors are identified by evaluating engagement information, performing interviews, and reviewing audit working papers, as appropriate. In addition, data is compiled for audits with and without deficiencies. This data is compared and contrasted to identify whether certain factors appear to correlate to audit quality. Examples of this data include the hours incurred on the audit, whether key engagement team members are in the same geography as the client, the number of years that key engagement team members have been on the engagement, the number of other audits that engagement partners are involved in, whether the engagement was subject to a preissuance review, and the timing of when the audit work was performed. Our goal is to understand how quality audits may differ from those with deficiencies, and to use these learnings to continuously improve all of our audits. We evaluate the results of these analyses to identify enhancements that may be useful to implement across the practice. We believe this analysis contributes significantly to the continuing effectiveness of our quality controls. PwC 29 Stakeholder engagement At PwC, we have the unique opportunity, and honor, to significantly contribute to our local, national and global communities—consistent with our Purpose and our culture. Read more at http://www.pwc.com/corporateresponsibility. The mission of our Center for Board Governance is to assist directors in more effectively executing their oversight roles. While the Center’s work encompasses various Board activities, it places a major focus on the core responsibilities of the audit committee, as the audit committee has the primary responsibility for the company’s financial statements and oversight of the external auditor. We do this by providing directors with in-person trainings, webcasts, and publications that address relevant topics to enable them to enhance their skill sets and technical knowledge. For example, our Audit Committee Effectiveness Series provides insights on topics such as dealing with investigations, overseeing external auditors, and overseeing accounting changes. These tools can assist audit committees in executing their oversight responsibilities. 30 Our focus on audit quality PwC’s Investor Resource Institute enables us to share with, listen to, and learn from members of the investment community of all types and sizes, including asset managers, pension funds, mutual funds, buy-side analysts, sell-side analysts, credit rating agencies, hedge funds, and others. Our mission is to add value by sharing PwC’s insights and educational materials. During FY15, we shared our insights with the investment community on some of the most complex and pressing issues of the day, including cybersecurity, macroeconomic megatrends, corporate governance, disclosure reform, high-frequency trading, and dark pools. We also hosted 14 industry-focused investor/analyst meetings and two conferences. Through these events, as well as investor surveys, we gained an understanding of participants’ perceptions about financial reporting, explored emerging trends, regulations, and standards, and discussed other matters of interest to them and shared those insights in our publications. Through our valuable interactions with the investment community, we were able to hear their perspectives on financial reporting, enhance their understanding about the role of the auditor, utilize their insights to inform our points of view, and share perspectives with them about financial reporting accounting standards. We have also begun to consider ways of incorporating investor perspectives into our learning environment for our audit professionals. Professional and regulatory A strong audit profession—one that facilitates confidence in the capital markets—is crucial to the success of our Firm. There are many ways in which the profession can do this, first and foremost of which is executing high quality, independent audits. But to fully earn that confidence— and to remain relevant to our stakeholders—we must do more. The regulatory environment continues to be dynamic. Actions taken by regulators in one part of the world are influencing the views and behaviors of regulators in other parts. And, the auditing profession and auditing standards are at the heart of this—for example, the auditor’s reporting model, auditor transparency, and audit quality indicators are just three examples (among many others) that have been debated in the US and abroad. We have played an active role in these debates, both as an individual Firm and in collaboration with others in the profession by working with the Center for Audit Quality (CAQ). Our own Chairman and Senior Partner, Bob Moritz, recently served as the chair of the CAQ’s Governing Board, and in that capacity helped to lead the profession during these public debates. In addition, our Managing Partner for Assurance Quality, Mike Gallagher, serves as the Chair of the CAQ’s Professional Practice Executive Committee. In addition to the technical and regulatory discussions, through our work with the CAQ, we engage in dialogue about professionwide matters, including how to attract a sufficient pipeline of talent into the profession with the skillset needed to perform audits of the future and identifying areas where the profession may provide additional value to companies and the capital markets. We have the privilege of engaging with a wide array of stakeholders, including, as discussed in the previous section, audit committee members, directors, and members of the investment community. We have the opportunity to listen to their unique perspectives, insights, and feedback on various regulatory and profession matters. We have the opportunity to inform them of our views and perspectives. And, we then have the opportunity to continually evolve our thinking in order to meet the expectations of all our stakeholders. PwC 31 Appendix: Legal and governance structure Legal structure and ownership of the Firm Member of the Leadership Team as of the date this report was issued Chairman and Senior Partner Robert Moritz, CPA Markets, Strategy and Stakeholders Leader and Vice Chair Tim Ryan, CPA Services Leader and Vice Chair Dana Mcilwain, CPA Governance structure of the Firm Assurance Leader and Vice Chair Vincent Colman, CPA The Firm’s Senior Partner serves as Chairman and Chief Executive Officer, and manages the Firm pursuant to the powers delegated to him by the Firm’s partners. The Senior Partner may appoint persons and committees to assist with Firm management, and discusses the Firm’s philosophy, policies and direction with the Board of Partners and Principals, in its governance role. Tax Leader and Vice Chair Mark Mendola, CPA Advisory Leader and Vice Chair Miles Everson, CPA Markets and Sectors Leader and Vice Chair Amity Millhiser, CPA Global and US Transformation Leader and Vice Chair Michael Burwell, CPA Chief Financial Officer and Vice Chair Carol Sawdye, CPA To assist in discharging his responsibilities, the Senior Partner has appointed a Leadership Team to work with him in managing the Firm. The responsibilities of the Senior Partner and the Leadership Team include establishing and determining the effectiveness of the Firm’s system of internal control, including those relating to the quality of the Firm’s audit services. All of the members of the Leadership Team are partners or principals. Changes to the Leadership Team are determined by the Senior Partner. The Senior Partner is elected by a partner vote for a four-year term that can be renewed twice. US Human Capital Leader and Vice Chair Tom Codd, CPA Chief Diversity Officer Maria Castañón Moats, CPA General Counsel and Chief Risk Officer Diana Weiss Marketing and Sales Leader and Vice Chair Robert Gittings, CPA US Government, Regulatory Affairs and Public Policy Leader Laura Cox Kaplan Chief Administrative Officer and Partner Affairs Leader Gary Price, CPA The Firm is a limited liability partnership established under the laws of the State of Delaware. All interests in the Firm are held by its partners and principals.8 8 A partner is a certified public accountant (CPA) whereas a principal is not. Only CPAs may sign an audit opinion. Partners and principals are alike in most other aspects of the partnership, such as sharing in profits/losses, managing risk, developing our staff, investing in client relationships, and performing services for clients. For purposes of this Appendix, “partner” refers to both partners and principals. 32 Our focus on audit quality Board of Partners and Principals Members of the Board of Partners and Principals as of the date this report was issued Authority Robert Moritz, CPA Chairman and Senior Partner Pursuant to the authority delegated to it by the Firm’s partners, the Board is responsible for approving the overall strategic direction of the Firm. It approves long-range strategies and business plans, and major transactions that could significantly affect the Firm’s business. Its authority also includes the approval of the Firm’s capital policies, the manner in which partners participate in Firm profits, and the admission of new partners. It approves the compensation of the Senior Partner and members of the Leadership Team as a group, after review and recommendation by a committee of the Board. All candidates proposed by the Senior Partner Nominating Committee to stand for election as Senior Partner must also be approved by the Board. Composition Currently, members of the Board are partners and principals of the Firm who have been elected for staggered terms of four years. The Board is chaired by a Lead Director, who is elected by the members of the Board other than the Senior Partner. There are 18 members of the Board in addition to the Firm’s Senior Partner. Brian Cullinan, CPA Lead Director Paul Kepple, CPA James Kolar, CPA Karen Lohnes Thomas Archer, CPA Brian Meighan, CPA Joe Atkinson Jacqueline Olynyk, CPA Brendan Dougher, CPA Alan Page, CPA John Farina, CPA Michael Quinlan, CPA Saverio Fato, CPA Deidre Schiela, CPA Scott Gehsmann, CPA Michael Swanick, CPA Linda Ianieri, CPA Reggie Walker, CPA Committees The Board is assisted by various committees that help to carry out its role. The Risk and Quality (R&Q) Committee provides oversight and monitors the appropriate policies, processes and procedures for managing and minimizing risks of the Firm. The R&Q Committee also comprises the Accounting and Auditing Practice (A&AP) Committee, which provides oversight of the accounting and audit practice of the Firm. As requested by the Board, the R&Q Committee reviews regulatory matters that affect the Firm and, as appropriate, other parts of the PwC global network. Such matters may include accounting licensing and professional standards issues, internal and external quality inspection results, and global regulatory trends. Board member selection process The partner vote for selecting Board members is on a headcount basis. Partners vote by ranking the candidates for the Board, and the candidates with the most votes are elected. Board elections are supervised by an independent election teller. PwC 33 www.pwc.com © 2015 PwC. All rights reserved. PwC refers to the PwC network and/or one or more of its member firms, each of which is a separate legal entity. Please see www.pwc.com/structure for further details. 96091-2016 JP