CHAPTER 5

MAS PRACTICE STANDARDS
AND ETHICAL CONSIDERATIONS

I. Questions

1. “Role” refers to the relationship of the CPA as a consultant to the client management and personnel. The basic role of the CPA in performing MAS is to provide advice and technical assistance to the client.

2. Practice standards are necessary in the consulting practice in order to promote the highest quality of performance of the practitioner.

3. Refer to page 71, par 2

4. Refer to page 71, par(s) 4 and 5

5. Refer to page 72, par 3

6. Refer to page 73, par 1

7. Refer to page 74, par(s) 2 to 4

8. Refer to page 75, par(s) 2 to 6

9. Refer to page 75, par 4

II. Multiple Choice Questions

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III. Cases

Case 1

Nondisclosure is not considered an acceptable alternative because it makes you an accessory to the fact. Disclosure to the offending party only - with no action - may result in the destruction of part of the evidence. Probably, the first step is to report the matter to the chairman of the board. Circumstances, however, may require that the matter be referred to an external body such as the Securities and Exchange Commission, Justice Department, Bureau of Internal Revenue, or the shareholders.

Case 2

The appropriate action depends on the type of company:

1. Privately held company in which the president is the owner: Discuss the matter with the president who, as owner, can make the decision. 2. Company with several shareholders in which the president holds a controlling number of shares: Discuss the matter with the president. If the president accepts the recommendation and resigns, the problem is resolved. Otherwise, the matter should be discussed with the chairman of the board and the board of directors. 3. A large publicly held company: The tendency here is to step over the president and go directly to the chairman of the board. This is unwise. You have a responsibility to discuss it first with the president.

Case 3

The honest and ethical solution is to tell it as it is. The most tactful approach is to make a full disclosure to the president privately, pointing out the vast growth of the company and the tremendous changes in technology that have occurred since he, as controller, installed the system. If he understands the danger in which he is putting himself with regard to a possible dissident shareholder, he probably will acquiesce and agree to go forward. If he doesn’t, and this is a privately held company in which he has control, you have accomplished your task. In a publicly held company, you may need to report the problem to the chairman of the board if the impact on the annual report is serious.

Case 4

Professional ethics requires that you accept only those engagements which are felt to be beneficial to the client. Clearly, if the results of the study are favorable, the client will be benefited. There is only a 50 percent chance, however, that this will result. The question, therefore, is whether a 50 percent chance of benefit is sufficient to pursue the study. Many consultants would answer yes to this question and accept the engagement because of the potential profit. The consultant who faced this situation declined the engagement and suggested that the client should use the money set aside for the feasibility study to employ an advertising firm to help them sell the bonds. This decision was justified by what the consultant thought was the client’s best interest.

Case 5

Ethical conduct requires that you not misrepresent facts and never subordinate judgment to others. Further, you should not serve a client under terms or conditions that might impair objectivity, independence, or integrity, and you should reserve the right to withdraw if conditions develop that interfere with successful conduct of the assignment.

The consultant who was faced with this situation refused to follow the direction of the president, and the president refused to pay the consultant’s fee. The president wanted to use the consultant as a means for firing a vice president. Ultimately, the fee was settled and no report was issued.

Case 6

Professional ethics require honesty, integrity, and placing the interests of the client or prospective client ahead of personal interests. The fact that this is an internal consultant, as opposed to an external consultant, makes no difference. The internal consultant wrote the report based on the available facts and was discharged.

Case 7

This is considered an ethical issue because its solution involves the future of the consultant’s personal doctrine and nonprofessional associations as well as the effectiveness and integrity of the consultation process in which the consultant is about to engage. The principles involved in this case are not uncommon.

Although accepting such engagements would not be in violation of the code of ethics, acceptance would be ethical only if the consultant’s relationship with the client firm were completely divorced from the consultant’s personal doctrine and the client was made aware of the consultant’s values. These circumstances are not likely, and the consultant would be justified in declining such an engagement because of a conflict of norms.

Case 8

This arrangement is not acceptable under professional ethics. A consultant should not pay a fee or commission to obtain a client or franchise a business practice. The fact that the client came first and the commission came second in this case makes no difference. The commission is being paid to franchise a business practice.

The consultant who was faced with this situation accepted the engagement. After it was completed and he had paid the fee to the public relations agency, it was discovered that the city manager’s brother owned the public relations agency. This disclosure was made in conjunction with the city’s audit. The consultant willingly cooperated with the attorney in prosecution of the case. The matter was brought to the ethics committee and, while the consultant was in violation of the ethics code, he was discharged with a reprimand. His willingness to assist in the prosecution and the fact that he was not prosecuted in the case were significant in this decision.

Case 9

You are not in a good position from an ethical point of view. Your position as a director provides you with a significant influence over the direction of the company. As such, you have a responsibility to do what is best for the company. Your responsibility to the consulting firm is to secure employment to keep your people busy. By being both director and consultant for the same company, you are in a position that creates a conflict of interest, which is in violation of the code of professional ethics.

Another problem is your planned conduct in the upcoming board meeting. It is not honest and ethical for you to remain silent when you have relevant information on a decision. You have a responsibility to express your feelings about the proposed engagement even if it means losing the engagement.

The solution here is to resign from the board of directors and become an advisor to the chairman. You should point out how you feel about the installation of the sophisticated system at this time. An objective decision can then be made by the board on all the available facts.

Case 10

(a) The parties directly affected by Leo’s decision are the two clients in that they will either split the expenses or each will pay for them in total.

(b) Yes. If the clients discover that Leo has requested reimbursement from both of them, it may provide them the junior consultants in that consultancy firm lack ethical values.

(c) Yes. If the clients discover that Leo has requested reimbursement from both of them, it may provide them with the impression that the consultancy firm is not observing proper ethical values.

(d) Obviously, the ethical course of action is to split the expenses between the two firms. If either client found that Leo requested total reimbursement from both of them, it is highly unlikely that he would receive an offer of employment.

(e) Again, the ethical course would be to inform the firms and obtain the proper reimbursement.

Case 11

(a) The information provided does not indicate a violation of the Code of Ethics. Zabio may offer to perform the service on a contingent fee basis because she does not perform financial statement audits, reviews or certain compilations or prospective financial information examinations for Wee Corporation. Although Zorro performs audits for Wee Corporation, his firm may perform such services for the P30,000 fixed fee.

(b) The Code of Ethics prohibits the performance of such services for a contingent fee when the public accounting firm performs financial statement audits for the client. Therefore, Zorro cannot provide the service for a contingent fee without violating the Code.

(c) Zabio may still provide the service on a contingent fee basis. However, since the Code of Ethics prohibits the provision of financial information systems design and implementation services for an audit client (independence is impaired) Zorro can not provide the service, even for a fixed fee.

Case 12

(a) The auditor should inform the management of Rojo Company of the underpayment for store fixtures and existing liability of P54,000. An adjusting entry should be proposed to increase the cost of the store fixtures and to increase accounts payable to the correct amount.

(b) The unpaid portion of the liability amounting to P54,000 is definitely a liability and the auditor has a responsibility to see that all known liabilities are included in the balance sheet. Failure to do so would render the financial statements misleading, and would constitute dishonesty and willful misrepresentation on the part of the auditor. A belief by management that it may be able, through trickery, to avoid paying its debts is no justification for omitting such debts from the balance sheet. However, it is not the responsibility of the auditor to try to force management to pay the liability. The company may include the P54,000 amount as part of the total of accounts payable on the balance sheet without identifying the creditor or taking any steps toward paying the debt. Such action would meet the requirement of adequate disclosure in the financial statements and would permit the auditor to issue a report indicating that the statements present fairly the financial position, operating results, and cash flows.

Whether the auditor would be justified in using the information gained in the audit of Rojo Company to reopen an account receivable on the accounting records of Western Showcase, Inc. constitutes a puzzling question in professional ethics. To do so might be considered a violation of the professional and confidential relationship between the auditor and the client, Rojo Company. Failure to take action, on the other hand, might be regarded as a breach of faith with the second client. It could be argued that the auditor has a duty to speak so that an obvious injustice may be corrected.

If the auditor had not been retained by Western Showcase, Inc., he would not have been justified in going to that concern on his own initiative and disclosing the existence of the uncollected account. However, since he has been retained to make an audit of Western Showcase, Inc.'s financial statements, he should, in the opinion of the authors, utilize all information at his command to develop an accurate determination of the company's financial position. Professional conduct would seem to call for him to review accounts receivable of Western Showcase, Inc. very carefully. In the course of doing so, he will "discover" the underbilling of Rojo Company, and propose an adjustment to reinstate this receivable. Also, during this investigation of receivables, the auditor may find accounts from other customers incorrectly handled; the fact that the error in the receivable from Rojo Company went undetected suggests that internal control over receivables may be weak in the Western Showcase, Inc. system. Note that this is the opinion of the authors and that the Code of Ethics does not directly address the issue.

Case 13

(a) First assume that Mayfair Corporation is a nonpublic company. Before expressing his opinion on the financial statements, Thea Mendoza, CPA, must assess his relationships with the corporation and determine whether his opinion would be considered independent by someone who has knowledge of all facts. The CPA must maintain strict independence of attitude and judgment in expressing an opinion on the financial statements. The CPA's services in this situation consist of advice and technical assistance, but management still retains its responsibility to make the managerial decisions. Hence, it is difficult to believe that a reasonable observer would see any conflict of interest in the mere fact that the auditor, in addition to rendering an opinion on the financial statements, also applied his technical knowledge and skill to the improvement of management's planning, control, and decision-making processes. On the other hand, if the installation of the computer recommended by the CPA involves a material expenditure of funds by the corporation, it might be argued that in a subsequent audit the CPA would appear to lack objectivity in considering internal control since he made the recommendation.

(b) Paragraph 240.5 of the Code of Ethics for Professional Accountants in the Philippines provides that:

In certain circumstances, a professional accountant in public practice may receive a referral fee or commission relating to a client. For example, where the professional accountant in public practice does not provide the specific service required, a fee may be received for referring a continuing client to another professional accountant in public practice or other expert. A professional accountant in public practice may receive a commission from a third party (e.g., a software vendor) in connection with the sale of goods or services to a client. Accepting such a referral fee or commission may give rise to self-interest threats to objectivity and professional competence and due care.

Paragraph 240.4 also provides that:

The significance of such threats should be evaluated and, if they are other than clearly insignificant, safeguards should be considered and applied as necessary to eliminate or reduce them to an acceptable level. Such safeguards may include: • An advance written agreement with the client as to the basis of remuneration.

• Disclosure to intended users of the work performed by the professional accountant in public practice and the basis of remuneration.

• Quality control policies and procedures.

• Review by an objective third party of the work performed by the professional accountant in public practice.

Case 14

(a) The Code of Ethics and related SEC regulations prohibit the auditors of public companies from performing:

(1) Bookkeeping or other services related to the accounting records of financial statements of the audit client.

2) Financial information systems design and implementation. 3) Appraisal or valuation services, fairness opinions, or contribution-in-kind reports.

4) Actuarial services.

5) Internal audit outsourcing services.

6) Management functions or human resources services.

7) Broker or dealer, investment adviser, or investment banking services.

8) Legal services.

9) Expert services unrelated to the audit.

(b) There are a number of arguments that have been set forth for restricting nonattest services for audit clients, including:

(1) It is not possible for the auditors to objectively evaluate their own nonattest work as it relates to the audit. Thus independence related to the audit is impaired.

(2) The additional fees derived from nonattest services serves as an additional threat to auditor independence.

(c) The arguments that have been set forth for not restricting nonattest services include:

(1) Auditors have been providing nonattest services for audit clients for years in an objective manner.

(2) The additional knowledge of the client obtained from performing nonattest services actually enhances the performance of the audit.

(3) As long as the client establishes effective oversight over the performance of the nonattest services, the auditors can perform them in an objective manner.

(d) Responses by students may vary, including some of arguments in (b) and (c).

Case 15

CPA liability to clients may be based on (1) breach of contract, (2) a tort action for negligence, or (3) both. Under common law, in general, the client must prove the following to establish CPA liability:

• Duty—the CPA accepted a duty to exercise skill, prudence and diligence. • Breach of duty—the CPA breached that duty. • Loss—the client suffered a loss. • Causation—the loss resulted from the CPA's negligent performance.

In this circumstance it would seem that the above elements might be proven in a case against Ju & Grace. This seems particularly likely given the fact that inexperienced staff assistants operated without sufficient supervision.

Case 16

(a) The following arguments might be advanced in favor of advising Silver Plus as to our opinion of the value of the properties:

• Millennium Resources may be perpetrating a fraud upon Silver Plus. If we say nothing, we may appear to be aiding and abetting that fraud.

• If Silver Plus pays an excessive price for the properties and subsequently must write them down to an estimated recoverable value, it will sustain a large loss. We have information that may prevent our client (Silver Plus) from incurring such a loss. Remaining silent would constitute a lack of professional care with respect to Silver Plus.

• Silver Plus knows that we, as auditors for Millennium Resources, have information as to the fair value of these properties. Our silence may be viewed as tacit approval of the transaction.

FASB 19, para. 28, may be used as reference in the absence of specific guidelines under PFRS. It states:

When unproved properties are acquired, their acquisition costs are capitalized when incurred. Whether the unproved properties will ultimately produce future benefits—that is, whether the properties contain proved oil and gas reserves—is unknown at the time of acquisition. (Emphasis supplied)

In this situation, however, we have considerable evidence that the properties do not contain significant oil and gas reserves. This evidence was sufficient for us to agree that Millennium Resources should write these properties down to a carrying value of P9 million to avoid overstatement of assets. As we have knowledge of the impaired value of these properties, it would be difficult for us to allow Superfund to not write the asset down to a similar amount.

• If we insist that Silver Plus write these properties down to, say, P9 million, Silver Plus will probably sue us and allege that our silence was the proximate cause of their loss. Our exposure appears to be approximately P33 million (P42 million - P9 million).

(b) The following arguments might be advanced in favor of not offering advice to Silver Plus:

• Giving Silver Plus any information about these properties would violate our ethical responsibilities to Millennium Resources for confidentiality. • The transaction price in the purchase or sale of assets is a managerial prerogative. It is inconsistent with the role of the independent auditors to intervene because they believe one or the other of the transacting parties is receiving a bad deal.

• We are not experts in the value of oil and gas properties, which is highly speculative by any standards. It may turn out that these properties are a bargain at P42 million.

• As far as we know, Millennium Resources has not made any misrepresentations of fact or violated any laws. We have no right to intervene in a transaction merely because we believe that our client is about to earn a surprisingly large profit.

• If we offer our opinion of the value of the properties to Silver Plus, Millennium Resources will probably sue us for breach of confidentiality.

• There is a certain autonomy between offices of a national firm. Millennium Resources is a client of the Cebu office, while Silver Plus is not. If Silver Plus were the client of another CPA firm, it is doubtful that we would even consider the possibility of alerting the other auditors or their client as to our opinion of the economic value of the properties.

(c) Our opinion:

We consider it to be totally inconsistent with the role of an independent auditor to intervene in a transaction between a company and its customers on the premise that the auditors have a "greater wisdom" than the transacting parties. Millennium Resources is not, to the auditors' knowledge, doing anything illegal. Furthermore, all of the information at the auditors' disposal is confidential. Barring a flagrant violation of the law by one of the transacting parties, we do not believe that auditors have either the legal responsibility or the right to interject their unsolicited opinion into the business transaction of audit clients.

If the auditors had become aware that the client was fraudulently overcharging for the property, our solution would of course, be different.