Auditing and Assurance Standard (AAS) 27 *

Communications of Audit Matters with Those Charged with Governance

The following is the text of the Auditing and Assurance Standard (AAS) 27, "Communications of Audit Matters with Those Charged with Governance" issued by the Council of the Institute of Chartered Accountants of India. This Standard should be read in conjunction with the "Preface to the Statements on Standard Auditing Practices" issued by the Institute. ¹

¹ With the formation of the Auditing Practices Committee {now known as the Auditing and Assurance Standards Board} in 1982, the Council of the Institute has been issuing a series of Statements on Standard Auditing Practices (SAPs). SAPs have recently been renamed as Auditing and Assurance Standards (AASs). Auditing and Assurance Standards (hitherto known as SAPs) lay down the principles governing an audit. These principles apply whenever an independent audit is carried out. Auditing and Assurance Standards become mandatory on the dates specified in the respective AAS. Their mandatory status implies that, while discharging their attest function, it will be the duty of the members of the Institute to ensure that the AASs are followed in the audit of financial information covered by their audit reports. If, for any reason, a member has not been able to perform an audit in accordance with the AASs, his report should draw attention to the material departures therefrom. The Auditing and Assurance Standards have the same authority as that is attached to the Statements on Standard Auditing Practices.

The purpose of this Auditing and Assurance Standard (AAS) is to establish standards on communications of audit matters arising from the audit of financial statements between the auditor and those charged with governance of an entity. These communications relate to audit matters of governance interest as defined in this AAS. This AAS does not provide guidance on communications by the auditor to parties outside the entity, for example, external regulatory or supervisory agencies.

The auditor should communicate audit matters of governance interest arising from the audit of financial statement with those charged with governance of an entity.

For the purpose of this AAS, the term "governance" is used to describe the role of persons entrusted with the supervision, control and direction of an entity. Those charged with governance are, ordinarily, accountable for ensuring that the entity achieves its objectives, financial reporting, and reporting to interested parties. Those charged with governance include management only when it performs such functions.

For the purpose of this AAS, "audit matters of governance interest" are those matters that arise from the audit of financial statements and are, in the opinion of the auditor, both important and relevant to those charged with governance in overseeing the financial reporting and disclosure process. Audit matters of governance interest include only those matters that have come to the attention of the auditor as a result of the performance of the audit. The auditor is not required, in an audit in accordance with auditing standards generally accepted in India,² to design procedures for the specific purpose of identifying matters of governance interest.

The auditor should determine the relevant persons who are charged with governance and with whom audit matters of governance interest are to be communicated.

The structure of governance may vary from entity to entity, depending upon size and legal constitution. For example, in case of companies, the Board of Directors and the committees constituted under the Board like the audit committee, ethics committee; in case of trusts, societies etc., the board of trustees or the management committee; etc.

The auditor uses judgement to determine those persons with whom audit matters of governance interest are communicated, taking into account, the governance structure of the entity, the circumstances of the engagement and relevant legislation, if any. The auditor also considers the legal responsibilities of those persons. The auditor also considers the importance and sensitivity of the audit matters of governance interest to be communicated. For example, in case of a company where the board of directors has established an audit committee under it, the auditor may decide to communicate with the audit committee, or with the whole board, depending on the importance of the audit matters of governance interest.

When the entity's governance structure is not well defined, or those charged with governance are not clearly identified by the circumstances of the engagement, or by legislation, the auditor comes to an agreement with the entity about with whom the audit matters of governance interest are to be communicated. Examples include some owner-managed entities, not for profit organisations, government agencies, etc.

To avoid misunderstandings, an audit engagement letter ³ may explain that the auditor will communicate only those matters of governance interest that come to attention as a result of the performance of an audit and that the auditor is not required to design procedures for the specific purpose of identifying matters of governance interest. The engagement letter may also:

The effectiveness of communications is enhanced by developing a constructive working relationship between the auditor and those charged with governance. This relationship is developed while maintaining an attitude of professional independence and objectivity.

The auditor should consider audit matters of governance interest that arise from the audit of financial statements and communicate them with those charged with governance. Such matters may include:

As part of the auditor's communications, those charged with governance are informed that:

The auditor should communicate audit matters of governance interest on a timely basis. This enables those charged with governance to take appropriate action.

In order to achieve timely communications, the auditor discusses with those charged with governance the basis and timing of such communications. In certain cases, because of the nature of the matter, the auditor may communicate that matter sooner than previously agreed.

The auditor's communication with those charged with governance may be made orally or in writing. The auditor's decision whether to communicate orally or in writing is affected by factors such as:

When audit matters of governance interest are communicated orally, the auditor should document in the working papers the matters communicated and any responses to those matters. This document may take the form of minutes of the auditor's discussion with those charged with governance. In certain circumstances, depending on the nature, sensitivity, and significance of the matter, it may be advisable for the auditor to confirm in writing with those charged with governance any oral communication on audit matters of governance interest.

Ordinarily, the auditor initially discusses audit matters of governance interest with management, except those matters relating to questions related to management's competence or integrity. In case of matters relating to questions related to management's competence or integrity, the auditor discusses the audit matters with those charged with governance. These initial discussions with management are important in order to clarify facts and issues, and to give management an opportunity to provide further information. If management agrees to communicate a matter of governance interest with those charged with governance, the auditor may not need to repeat the communications, provided that the auditor is satisfied that such communications have effectively and appropriately been made.

If the auditor considers that having regard to the facts and circumstances of the case a modification ⁴ of the auditor's report on financial statements is required, as described in AAS 28, "The Auditor's Report in Financial Statements communications between the auditor and those charged with governance cannot be regarded as a substitute.

The auditor considers whether audit matters of governance interest previously communicated may have an effect on the current year's financial statements. The auditor considers whether the point continues to be a matter of governance interest and whether to communicate the matter again with those charged with governance.

The requirements of professional pronouncements, legislation or regulation may impose obligations of confidentiality that restrict the auditor's communications of audit matters of governance interest. The auditor refers to such requirements before communicating with those charged with governance. In some circumstances, the potential conflicts with the auditor's ethical and legal obligations of confidentiality and reporting may be complex. In these cases, the auditor may wish to consult a legal counsel.

The requirements of professional pronouncements, legislation or regulation may impose obligation on the auditor to make communications on governance related matters. These additional communication requirements are not covered by this AAS; however, they may affect the content, form and timing of communications with those charged with governance.

The requirements of regulators, such as report under Section 619 (3) of the Companies Act, 1956, in case of Public Sector Undertakings and Long Form Audit Report in the case of Public Sector Banks, may impose obligation on the auditor to make communications on governance related matters. These additional communications requirements are not covered by this Standard; however they may affect the content, form and timing of communications with those charged with governance.

This Auditing and Assurance Standard is effective for all audits relating to accounting periods of beginning on or after 1st April, 2003.

Compatibility with International Standard on Auditing (ISA) 260

The auditing standards established in this AAS are generally consistent in all material respects with those set out in ISA 260 "Communications of Audit Matters with Those Charged with Governance".