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Audit Committee Effectiveness: A Public Sector Case Study
Audit Committee Effectiveness: A Public Sector Case Study
www.emeraldinsight.com/0268-6902.htm
Audit committee
Audit committee effectiveness: effectiveness
a public sector case study
Johnathan Magrane
WHK Nelson, Nelson, New Zealand, and 427
Sue Malthus
School of Business and Computer Technology, Received 2 November 2009
Revised 22 January 2010
Nelson Marlborough Institute of Technology, Nelson, New Zealand Accepted 5 February 2010
Abstract
Purpose – The purpose of this paper is to examine the conditions and processes affecting the
operation of an audit committee within the context of a New Zealand district health board (DHB).
Design/methodology/approach – The methodology used in this paper was exploratory and
qualitative, including the analysis of secondary data and semi-structured interviews.
Findings – Using the New Zealand Auditor-General’s best practice guidelines for a public sector
audit committee as a benchmark, the paper finds that the DHB rates moderately well in terms of
“effectiveness potential”. However, factors are identified concerning the audit committee members’
independence, competence, tenure, and remuneration, which impinge upon the overall effectiveness of
the audit committee. Despite apparent shortcomings in these areas, the informal networks between
audit committee members and management serve to maximise the “realisation” of what potential
effectiveness exists. As a result, the audit committee is perceived by its stakeholders (management,
auditors, and committee members) as being a valuable tool to assist the DHB board in achieving
proper governance.
Practical implications – There are no specific regulatory or legislative requirements for establishing
audit committees in the New Zealand public sector. The findings from this paper may be useful to public
sector entities that are considering establishing an audit committee and to entities, including the one in
this paper, that wish to improve the effectiveness of their existing audit committees.
Originality/value – Most studies of audit committees to date have focuses on corporate sector
entities; this is the first qualitative paper of an audit committee of a public sector entity in New Zealand.
Keywords Audit committees, Health services, Public sector organizations, New Zealand
Paper type Research paper
1. Introduction
The aim of an audit committee is to improve organisational governance, regardless of
whether the organisation is in the private or the public sector. As a subcommittee of the
governing body, an audit committee aims to provide assurance on financial and
compliance issues through increased scrutiny, accountability, and the efficient use of
resources. An audit committee may also serve an advisory function aimed at performance
improvement within the organisation.
Over the past decade, the role of audit committees has become increasingly relevant,
as high-profile corporate scandals such as Enron and WorldCom have intensified
corporate governance requirements and expectations. The perceived need for more Managerial Auditing Journal
Vol. 25 No. 5, 2010
pp. 427-443
q Emerald Group Publishing Limited
The authors would like to thank the participants in this study, and the anonymous referees for 0268-6902
the AFAANZ Conference 2009 and the Managerial Auditing Journal. DOI 10.1108/02686901011041821
MAJ audit committees (and for those audit committees to be more effective) has been
25,5 galvanised through a combination of legislation and/or supported “best practice”
guidelines. Evidence has shown a significant rise and harmonisation in the use of audit
committees internationally, including the European Commission’s requirement that all
public-interest entities in the European Union have an audit committee (Collier and
Zaman, 2005). Likewise, in the USA, the Sarbanes-Oxley Act (2002) was enacted, which
428 requires, among other things, that companies use audit committees and disclose the
composition of their audit committees in their annual reports.
In New Zealand, there is no specific regulatory or legislative requirement for private
or public sector entities to establish audit committees. The justification for this position
was articulated by the Institute of Chartered Accountants of New Zealand (ICANZ)
when they carried out a review of corporate reporting in 2003, and concluded that
“while the existence of audit committees can be regulated for, their effectiveness
cannot” (ICANZ, 2003, p. 34). Moreover, ICANZ considered that the costs of mandatory
compliance may exceed the benefits of an audit committee, particularly when
considering the relatively small scale of operations in New Zealand. While this may be
true for the majority of private sector businesses in New Zealand, this position is
debatable with respect to the public sector, given the size, complexity, and social
significance of some public sector operations.
New Zealand’s 21 district health boards (DHBs), for example, are responsible for
administering approximately NZ$12 billion of health related services annually
(New Zealand Treasury, 2008). It would appear that given the considerable size of this
sector audit committees are likely to have an important role to play in the internal
control structures within New Zealand’s public health care system. In addition to
reducing agency costs, the potential for increased organisational performance as a
result of audit committee efforts is also significant on this scale. As tax payers and
users of these health services, New Zealanders in general have an interest in ensuring
that DHBs are governed and managed properly, and that audit committees are in place
and operating effectively.
The importance of strong governance and internal controls within public sector
entities such as DHBs was brought to the fore recently when the largest fraud in
New Zealand public sector history occurred at the Otago DHB in 2008 (Peart, 2008).
Over a six year period a former chief information officer (CIO) at the DHB and an
outside accomplice invoiced for non-existent maintenance and computer program
updates, amounting to NZ$16.9 million. The fraud, which went unnoticed by the DHB’s
audit committee and its internal and external auditors, led to the conviction of the CIO
and his accomplice, and the sacking of the chairman of the board (Hartley, 2008).
As a consequence, of the fraud New Zealand’s Minister of Health called for urgent
confirmation that systems have subsequently been put in place at DHBs throughout
the country to prevent such a fraud from reoccurring (Schofield, 2008).
The aim of this study is to ascertain the perceived effectiveness of an audit
committee within the context of a New Zealand public health organisation. In the
absence of legislation for audit committees in the public sector, there are a number of
“best practice” recommendations for forming and operating audit committees, the most
recent and expansive of which was published by New Zealand’s Auditor-General in
March 2008. As a means of ascertaining the audit committee’s effectiveness, this study
examines the extent to which the DHB’s audit committee follows these guidelines
(i.e. how effective should the audit committee be) and compares this with actual Audit committee
operations and perceived effectiveness of the committee, as reported by the audit effectiveness
committee’s stakeholders, being its members and the DHB’s senior management and
internal auditors.
2. Literature review
2.1 Audit committees in New Zealand 429
Although audit committees are generally considered to be a crucial corporate
government mechanism internationally, they are a relatively recent phenomenon in
New Zealand. In 2003, ICANZ formalised its recommendations on audit committees in
a report, proposing only guidance (not regulation) for audit committee operations.
Among the reasons stated for this was that regulations are no guarantee for audit
committee effectiveness and regulations “can be cosmetic, giving investors a false
sense of security [in some circumstances]” (ICANZ, 2003, p. 42). Moreover, it was noted
that the average size of listed companies in New Zealand is much smaller than the top
500 in the USA or Australia, with New Zealand issuers less able to bear the costs of
compliance. Despite these reasons, the New Zealand Stock Exchange (NZX Limited)
subsequently required its listed issuers to establish audit committees (Rule 3.6),
following the lead of the USA and Australian markets (NZX Limited, 2003).
In the New Zealand public sector, there are no specific regulatory or legislative
requirements for establishing audit committees. By proxy, there are pieces of public
sector legislation (such as the Public Finance Act, 1989; Crown Entities Act, 2004; Local
Government Act, 2002) which require public entities to maintain a “system of internal
control designed to provide reasonable assurance as to the integrity and reliability of
financial reporting” (Crown Entities Act, 2004, p. s21). However, the legislation stops
short of defining “internal control”.
The Institute of Internal Auditors and Big-4 accounting firm KPMG conducted a
survey of audit committee practices across ministries and government departments in
2005. The survey found that audit committees are a relatively new phenomenon in the
New Zealand public sector, with 18 departments of the 24 respondents (out of a total of
42 departments) having audit committees in place. These audit committees were
chaired by the chief executive in 55 percent of the cases and were found to be typically
bigger than their overseas counterparts, with a membership of six to eight;
internationally three to five members is normal. Souella Cumming, KPMG partner
for government and public sector believes that “the disparity comes about because in
New Zealand the senior management team are participating members, whereas
overseas they are observers” (KPMG and Institute of Internal Auditors, 2005, p. 1).
Membership
Independence Most members should be independent of All members should be directors, a majority Members should be wholly or substantially
management of whom are independent independent non-executive directors
Chairperson should be independent and not Chairperson should not be chair of the board
chairperson of board
Skills and Combination of experience, including At least, one member should be a chartered At least, one member should be a chartered
experience financial reporting, governance, an accountant or have financial expertise accountant or possess commercial
understanding of internal and external audit experience
Size of committee Three to five members No mention Minimum of three members
Remuneration of At a level that reflects the time it takes to No mention No mention
members carry out duties
Tenure of members Two to three years No mention No mention
Rotation of members Changes to membership should be staggered No mention No mention
Role and responsibilities
Audit committee Overseeing: Recommend appointment of external Ensure accounting records maintained
The risk management framework auditors Ensure financial report complies with
The internal control framework Oversee all aspects of entity-audit firm generally accepted accounting practice
Legislative and regulatory compliance relationship Review budget
Internal audit Promote integrity in financial reporting Review internal controls
External audit Oversee external audit
Financial reporting
Chair of audit Should set the tone and direction of No mention No mention
committee deliberations
Should promote open and effective dialogue
with management
Charter Should include objective, authority, Should include information on composition Should include objectives, membership,
responsibilities, composition, administrative and work of audit committee authority, administration and meetings, and
arrangements, and performance assessment responsibilities
of audit committee
Frequency of meetings Three to four times a year No mention At least three times a year
Length of guidelines 75 2 4
(pages)
effectiveness
Comparison of guidelines
Audit committee
Table I.
MAJ understanding of the audit committee purpose and ability to exercise sound judgment
25,5 were the most important attributes of audit committee membership, ahead of
independence and financial expertise, and contrary to the BRC recommendations.
Rainsbury’s (2004) study of listed companies in New Zealand found that members of their
audit committees are generally directors with financial expertise and non-executive
directors who are independent, as recommended in the New Zealand Securities
432 Commission corporate governance guidelines. A further study of New Zealand listed
companies found that as board size increases and the proportion of independent board
members increase, the probability of having an audit committee that meets the Securities
Commission’s best practice guidelines for audit committees increases (Rainsbury et al.,
2008).
More recently, studies have been designed to investigate associations between audit
committees and other variables in order to appreciate audit committee effectiveness.
Hsu (2008) showed that audit committee independence is not associated with firm
performance, nor was there evidence that audit committee activity is positively related to
firm performance; however, firm performance increased with audit committee financial
expertise. In a study underscoring the importance of the BRC recommendations, Abbott
et al. (2004) examined cases of financial reporting restatement, and found that the
independence and activity level of the audit committee exhibit a significant and negative
association with the occurrence of restatement.
Despite findings of this nature, Spira (2006) and Gendron et al. (2004) assert that
research findings from studies into the effectiveness of audit committees should be
“interpreted cautiously” (Gendron et al., 2004, p. 155). This is because effectiveness is
an “elusive and multidimensional notion that is difficult to measure” (Gendron et al.,
2004, p. 155), and conceptions and definitions of effectiveness vary (Spira, 2006).
For example, De Zoort et al. (2002, p. 6) define audit committee effectiveness by
describing the characteristics of an effective audit committee as having “qualified
members with the authority and resources to protect stakeholder interests by ensuring
reliable financial reporting, internal controls, and risk management through its diligent
oversight efforts”. However, this measure of audit committee effectiveness has been
criticised for treating the audit committee as an isolated mechanism which fails to
recognise the interdependence of audit committee components in a specific dynamic
organisational context (Spira, 2006).
A few field studies, however, provide insight about the processes and perceptions
surrounding audit committee activity set in specific organisational contexts. For
example, in one such study, Gendron et al. (2004) focused exclusively on the formal
process of audit committee operation, examining what actually happened inside audit
committee meetings at three large public corporations listed on the Toronto Stock
Exchange. The fieldwork from this study indicated that audit committee effectiveness
was a strongly held perception among interviewees in each of the participating
corporations.
Turley and Zaman (2007) carried out a case study of a major UK public company, in
which they investigated informal processes and behavioural impacts of audit
committees. In the study, it was found that the most effective audit committee
operation was as a result of informal communications and interactions, rather than
through formal audit committee meetings. In a similar vein to Turley and Zaman’s
research, this study seeks to understand informal as well as formal audit committee
processes using a case study. In addition, inputs, processes, and outputs of the audit Audit committee
committee have been compared to the Auditor-General’s recently published good effectiveness
practice recommendations in New Zealand.
Turley and Zaman (2007) identified three roles of the audit committee – as an ally,
an arbiter or a threat. In contrast, other studies have demonstrated that audit
committees play more of a mediating role between auditor, both internal and external,
and management as opposed to a role as arbiter or judge (De Zoort et al., 2003; Knapp, 433
1987). These studies provide evidence of audit committees being involved in resolving
disagreements between management and auditors, where the external auditor was
ultimately responsible for the final decision and not the audit committee, as would be
the case if the audit committee was taking the arbiter’s position.
To date, the majority of studies have considered the operation of audit committees
in the corporate sector, both in New Zealand and overseas. This is the first known case
study that examines the operation of an audit committee within a public sector
organisation in New Zealand.
3. Research objective
Clearly, audit committees are potentially beneficial to DHBs – the fundamental
question is whether their purported benefits are being realised in practice. The
objective of this study is to ascertain how effective the audit committee is, as evidenced
by its actual operations and as perceived by its stakeholders. The term “audit
committee stakeholder” that is used in this study refers to audit committee members,
internal and external auditors, and senior management of the DHB, which mirrors the
term used in the Auditor-General’s guidelines. It does not include other stakeholders
such as the Ministry of Health, which is responsible for funding, monitoring, and
improving the performance of DHBs, or New Zealand tax payers.
This study will first ascertain the purported effectiveness of the audit committee by
comparing the structure and operation of the audit committee against an external
framework of best practice principles and recommendations which claim to support an
effective audit committee. Second, this study will ascertain how the audit committee
actually operates, both formally and informally, by carrying out an internal review of
the actual internal processes and operations of the audit committee. Finally, the study
will ascertain how effective the audit committee is perceived to be by interviewing its
stakeholders.
The audit committee will be evaluated based upon the extent to which best practice
guidelines are being followed with respect to audit committee structure and operation. This
assessment emphasises potential – whether the audit committee should be effective based
upon its formal attributes and external signals. For this purpose, the OAG’s good practice
guide has been used, as these guidelines are the most recent in New Zealand and arguably
most relevant for New Zealand public entities. This research therefore investigates the
following areas with respect to the audit committee’s composition: the extent to which
members are independent of management and possess requisite financial skills; the size of
the audit committee; how members are remunerated, appointed, and subsequently
inducted into the audit committee process; the tenure of members, and the extent to which
independent contractors are used. Additionally, activity-based audit committee
characteristics are examined and compared to the OAG’s good practice guide, including
ensuring clarity of purpose (are audit committee roles clearly defined and activities linked
MAJ to risk management), and maintaining open and effective relationships among
25,5 stakeholders. Comparisons to best practice guidelines arguably give some indication of
the audit committee’s “effectiveness potential”.
Second, the factors which influence the audit committee’s operations as a result of
its unique organisational and interpersonal context will be ascertained, with the aim of
seeking to understand the extent to which this “effectiveness potential” is being
434 realised. Formal and informal audit committee processes will be investigated, with a
view to understanding how audit committee effectiveness may be tempered or
enhanced by internal factors including organisational and behavioural considerations.
Finally, the audit committee’s stakeholders’ perceptions will be examined in order to
assess the extent to which the audit committee’s activity is perceived to be benefiting
the DHB’s governance. In ascertaining the audit committee’s effectiveness from both
an external and an internal perspective, this research aims to assess the link between
the audit committee’s prescribed “form” and resulting “substance”.
4. Method
This research is a case study, which investigates the operation of the audit committee
of a single DHB. The case study approach allows investigation beyond the formal
constitution and official policies so that the behavioural effects and informal processes
that influence an audit committee’s impact on governance can be more fully
appreciated. It also allows closer analysis of the audit committee’s operations within an
organisational context.
Data for the analysis of the case study were gathered from both primary and
secondary sources, including:
.
Semi-structured interviews with relevant personnel affected by the audit
committee’s activities – four DHB personnel were asked to describe
compositional and procedural characteristics of the audit committee, their
involvement with the committee’s operations, and their perceptions of how the
audit committee has impacted on the organisation. The personnel included
the audit committee chairperson, an additional audit committee member, the
internal auditor, and the chief financial officer (CFO)[1]. All interviews were
tape-recorded and transcribed for analysis.
.
Publicly available information – annual reports, general board minutes, and the
DHB web site were used in this study.
.
Internally generated documents made available by the DHB – information such
as the internal auditor’s work programme and the audit committee charter were
made available for the purpose of this study.
While this study is more descriptive than causal, the relationship between: how
effective the audit committee appears to be, based on compliance with the OAG’s
guide; how the audit committee actually operates, including formally and informally;
and stakeholder perceptions of effectiveness has been considered.
Interviews were conducted to ascertain the formal operations of the audit
committee, as well as the informal processes and behavioural considerations affecting
the audit committee operation; and to ascertain the stakeholders’ perceptions of the
audit committee’s effectiveness.
5. Results and analysis Audit committee
5.1 The case study organisation effectiveness
The DHB studied has 11 independent members on its board, who are in charge of
allocating NZ$350 million of health services annually (being one of New Zealand’s
smaller health districts in terms of funding)[2]. Of these 11 board members, four
members (plus the DHB’s ex officio chair) comprise the organisation’s audit committee.
Audit committee members are appointed from within the board and any board member 435
interested in becoming a member of the audit committee may volunteer. Pursuant to
the charter the audit committee meets quarterly for two to three hours at a time,
“behind closed doors”, even though there is no specific mention of excluding the public
from such meetings in the charter. Audit committee meetings are the only meetings of
the board that are not open to the public and the audit committee chair reports that this
is due to the sensitive nature of what is often discussed.
According to the charter, the audit committee is responsible for oversight in four
primary areas:
(1) External financial reporting – reviewing and discussing the external financial
reports with management (ensuring compliance with standards and that they
are adequate for stakeholder needs).
(2) Internal controls – considering their adequacy, reviewing management’s
reports on fraud and the effectiveness of internal controls.
(3) Risk management – reviewing the principal risks faced by the organisation and
the effectiveness of the risk management system.
(4) Internal and external audits – evaluating the internal audit plan, and
confirming/reviewing the external auditor’s appointment, work programme,
and fees.
Regarding the above, it should be noted that while audit committees are often responsible
for appointing the external auditor (and changing the appointment as necessary to
preserve objectivity) this discretion is not always an option in New Zealand’s public sector
as the Auditor-General allocates most audits of public entities to Audit New Zealand, and
only uses competitive tendering for the audits of some of the more commercial public
entities. Also, as this audit committee operates in the health sector, its scope has been
expanded to consider clinical risk as well as the traditional business risks facing the
organisation (although interestingly this is not specifically mentioned in its charter).
In carrying out these responsibilities, audit committee meetings adhere to a
structured agenda, the largest part of which is set by the internal auditor through her
annual programme, which also includes reviewing reports generated by the CEO and
the CFO. While the CEO, the CFO and the internal auditor are not audit committee
members they are specifically granted a “standing invitation” in the charter to attend
audit committee meetings. Once a year, the external auditor’s report to management is
evaluated. Thus, the audit committee’s primary interactions occur with the internal
auditor, CEO, CFO, and external auditor, with periodic reporting back to the full board.
Notes
1. The external auditor declined to participate in this study for confidentiality reasons.
2. This was at the time contact was made with the organisation and the data were collected.
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Corresponding author
Sue Malthus can be contacted at: sue.malthus@nmit.ac.nz