Features

Enron debacle prompts auditor debate

By Gary Gentile The Associated Press
Thursday January 24, 2002

LOS ANGELES — Given new urgency by Enron’s collapse, the debate over auditor independence is shifting to corporate shareholder meetings. 

Union pension funds representing about $220 billion in assets have launched a nationwide campaign to put the issue on shareholder agendas. 

A study by the Investor Responsibility Research Center revealed that as much as 75 percent of fees paid to accounting firms in 2000 were related to non-audit consulting services. 

“People were shocked at the high proportion of non-audit fees,” said Carol Bowie, director of governance research services for the center. 

Last year was the first time companies were required by the Securities and Exchange Commission to itemize amounts paid to accounting firms for different services. 

Under former chairman Arthur Levitt, who stepped down last year, the SEC adopted several rules restricting the activities of corporate auditors because of concerns that some accountants had become too cozy with the companies they audited. 

The relationships threatened the integrity of financial reports and undermined investor confidence, Levitt and others warned. 

At Motorola Inc., for instance, the company paid $3.9 million to KPMG for the audit of its 2000 financial statements, according to documents Motorola filed with the SEC. It paid the accounting firm another $62.3 million for consulting services – a ratio of 16 to 1. 

Apple Computer Inc. spent $2.26 million for its 2000 audit, also performed by KPMG. Apple paid the firm $28.5 million for other services — a ratio of more than 12 to 1. 

Based on such data, union pension funds decided to launch a volley of shareholder proposals this year to prevent firms that do independent audits from providing lucrative consulting services as well. 

“The union funds have a particular interest in a situation like what we saw at Enron, where it’s not just shareholders who are suffering, but workers,” Bowie said. “This is workers’ pensions at risk.” 

Funds controlled by unions for carpenters, plumbers and other building trade workers have filed proposals at 29 companies. Six of them, including Apple and Motorola, have asked the SEC to intervene and reject the proposals on various grounds. 

Most shareholder proposals usually garner little support the first year they appear on proxy statements. It generally takes several years to gain enough steam to either pass or force companies to negotiate with the people making the proposals. 

But Enron may have changed all that. 

“I think there’s steam from day one,” said Ed Durkin, director of special programs for the United Brotherhood of Carpenters, which is sponsoring the bulk of the proposals. “I think we’ll see votes that will send pretty good messages.” 

The independence of Enron’s auditing firm, Arthur Andersen, has been questioned after it was revealed that Andersen was paid millions to consult for the energy company while Enron was reporting questionable financial results. 

The first vote will come at the annual meeting of The Walt Disney Co., scheduled for Feb. 19 in Hartford, Conn. 

In 2001, Disney paid PriceWaterhouse Coopers $8.6 million for its audit and $32 million for other services – a ratio of 3.7 to 1. 

Disney management recommends that shareholders vote against the proposal, using arguments some believe will be repeated by other companies during the year. 

Disney argues that its audit committee already has strict guidelines to govern the hiring of accounting firms as consultants, and that the disclosure required by the SEC gives shareholders adequate information when considering the choice of an independent auditor. 

“We believe there is little chance for abuse and no benefit to the company or its shareholders from an arbitrary limitation on the power of management and the board of directors to exercise business judgment in the selection of auditors or other outside vendors,” the company states in its proxy. 

Shareholder activists say even if the proposals do pass, other safeguards are needed to prevent potential conflicts. 

“It would be largely a cosmetic solution if that’s all that happened,” said Nell Minow, a Washington, D.C., shareholder activist and editor at the Corporate Library, an information service on corporate governance. 

Minow and others believe that rotating auditors and giving audit committees more authority are also necessary. 

“Shareholder resolutions are a relatively weak way to get at this problem,” said Melissa Moye, chief economist, trust and investment services, at Amalgamated Bank in New York. “There needs to be tighter regulation.” 

Lawmakers supporting more restraints hope that the Enron collapse and the attention generated at shareholder meetings will aid legislative efforts to address the problem. 

“It’s a no-brainer,” said U.S. Sen. Barbara Boxer, D-Calif., who this week introduced a bill to restrict the work done by accounting firms. “But there are special interests, the very large accounting firms, opposing this.”