UK audit reform to make directors pay for non-compliance

Company directors will become personally liable for the accuracy of their financial statements under landmark proposals from Britain’s finance ministry next week to improve corporate behaviour, sources familiar with the plans said on Friday.

Directors would have to vouch for the accuracy of financial statements in a version of the Sarbanes-Oxley regime introduced in the United States to crack down on accounting fraud after energy company Enron collapsed, the sources said.

“We think this is a good thing and I would expect it to have teeth, but I don’t expect it to be a wholesale transplant from the U.S.,” said Michael Izza, chief executive of ICAEW, an accounting body.

Currently, liability for the accuracy of corporate financial statements rests with the company.

Britain’s business ministry is expected to publish on Tuesday long-awaited reforms to raise quality and competition in company audits after a string of collapses and accounting scandals at companies such as retailer BHS, builder Carillion and cafe chain Patisserie Valerie.

Three government-backed reviews of the audit market set out 150 recommendations to boost competition in audit and strengthen supervision of accountants to improve standards by setting up a more powerful regulator, the Audit, Reporting and Governance Authority or ARGA.

Legislation is needed to implement some of the key recommendations, but parliamentary time has been clogged by Brexit and COVID-19 for the past two years or more.

“The government has accepted the findings of three independent reviews into audit and corporate reporting, and is committed to acting on their recommendations,” the business ministry said on Friday, adding that comprehensive proposals would be published shortly.

A 200-page paper will be put out to a four-month public consultation, the sources said.

It is expected to ask whether all directors of a company should be made equally responsible – currently the focus is on the chief executive and chief financial officers – raising risks for directors.

“I think people holding very many company directorships will be a thing of the past,” Izza said.

The consultation is expected to propose “managed shared audits” or a smaller auditor like BDO, Mazars or Grant Thornton auditing some operations of a blue-chip company to get more experience.

It could also toughen up rules on “capital maintenance”, such as by ensuring that companies have enough cash to pay any dividends, after Carillion went bust just months after announcing payouts.

So-called operational separation of audit and advisory work underway on a voluntary basis at the “Big Four” accounting firms – Deloitte, EY, KPMG and PwC – could be extended to the next tier down of auditors, the sources said.