SEC Provides Public Companies with COVID-19 Filing Deadline Relief and Guidance on the Financial Reporting Effects of the Virus

Summary of Audit Committee and Auditor Oversight Update (No. 58 February-March 2020)

by Daniel L. GoelzerFellow, G&A Institute

As companies struggle with the uncertainties and disruptions of the COVID-19 pandemic, the Securities & Exchange Commission (SEC) has taken steps to assist public companies in complying with their reporting and disclosure obligations. The SEC has issued orders that extend for 45 days the deadline for most public company filings due between March 1st and July 1st, although companies that wish to take advantage of this relief must comply with certain conditions.

In addition, the Division of Corporation Finance had issued guidance providing staff views on disclosure and other securities law issues arising from COVID-19 and related business and market disruptions.

SEC Exempts More Small Companies from ICFR Audits

On March 12, the SEC adopted amendments to the definitions of the terms “accelerated filer” and “large accelerated filer”.

The effect of these amendments is to exclude certain smaller public companies from accelerated filer status. As a result, these companies will no longer be required to obtain an auditor’s report on the effectiveness of their internal control over financial reporting and will have additional time to file annual and periodic reports with the SEC.

Companies that qualify as smaller reporting companies under the Commission’s rules and have less than $100 million in revenue will move from accelerated filer to nonaccelerated filer status.

Managements and audit committees of companies affected by these amendments should consider whether or not discontinuing the ICFR audit is cost-effective.

Internal Auditors Are Missing Key Risks

The Institute of Internal Auditors (IIA) has released its annual survey of Chief Audit Executives. The 2020 North American Pulse of Internal Audit “reveals serious gaps in internal audit’s coverage, with audit plans deficient in key risk areas.”

For example, the IAA found that almost one-third of respondents did not include cybersecurity/information technology in their audit plans. In addition, more than half did not include governance/culture or third-party relationships, and 90 percent did not include sustainability.

Audit committees should consider whether the internal audit staff’s plans for the coming year match the committee’s view of risk.

What’s on the Audit Committee’s Agenda in 2020?

Part II: COVID-19

During the past month, COVID-19 has radically altered public company priorities and challenges. This Update summarizes the views of three large accounting firms on the financial reporting issues that companies – and therefore audit committees — will face in the new environment.

Deloitte Perspectives

In Financial Reporting Considerations Related to COVID-19 and an Economic Downturn (March 25, 2020), Deloitte discusses key accounting and financial reporting considerations related to economic conditions that may result from the COVID-19 pandemic.

Deloitte’s comprehensive 64-page analysis includes the following sections:

  • Select SEC and PCAOB Announcements Related to COVID-19,
  • SEC Reporting and Disclosure Considerations, Broad Financial Reporting and Accounting Considerations, Internal Control Considerations, and
  • Financial Reporting Under ASC 852 for Entities in Reorganization Under the Bankruptcy Code.

The Deloitte paper also includes an appendix with industry-specific insights for eleven industry sectors. The executive summary discusses six accounting and reporting issues that “will be the most pervasive and challenging as a result of the pandemic’s impact.”

PwC’s Perspectives

PwC’s Responding to COVID-19: Considerations for corporate boards (March 20, 2020) states that boards “need to be proactive and agile, and they need to respond with strong leadership.” Accordingly, boards “will want to immediately consider” four broad issues:

  • Business (e.g., employee well-being,impact on strategy, share repurchases and dividends,supply chain,and liquidity);
  • tax policy and Washington;
  • financial reporting (e.g., financial reporting operations, earnings guidance, judgments and estimates, revenue recognition, and internal control testing);
  • and governance.

In a second publication — 1 2020 Audit committee newsletter: Helping you prepare for your next meeting — PwC adds some points specifically for audit committees.

E&Y Perspectives

In Five Financial Reporting Issues to Consider as a Consequence of COVID-19 (March 23, 2020), EY acknowledges that “the impact on financial reporting may not be the first thing that comes to mind as a consequence of the outbreak.”

Nonetheless, “there is an important and challenging role here for preparers of financial statements, audit committees and auditors.”

EY states that five issues will be priorities: Going concern and liquidity, impairment assessment, contract modifications, fair value measurement, and government assistance and income tax.

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Daniel Goelzer is a retired partner in the law firm of Baker McKenzie. He is a member of the Sustainability Accounting Standards Board and advises a Big Four accounting firm on audit quality issues. From 2002 to 2012, he was a member of the Public Company Accounting Oversight Board and served as Acting PCAOB Chair from August 2009 through January 2011. From 1983 to 1990, he was General Counsel of the Securities and Exchange Commission. Mr. Goelzer is a CPA and a lawyer.

He is a G&A Institute Fellow. 

You can follow the Audit Blog:  @BlogAuditor on Twitter or @the-audit-blog on medium.com

COVID-19 And Real Estate: In Pain, Adapting, and Learning

G&A Institute Team Note
We continue to bring you news of private (corporate and business), public and social sector developments as organizations in the three societal sectors adjust to the emergency.  This is post #14 in the series, “Excellence in Corporate Citizenship on Display in the Coronavirus Crisis” – April 7 2020    #WeRise2FightCOVID-19   “Corporate Purpose – Virus Crisis”

By Binyu Zhao – Sustainability Reporting Analyst-Intern, G&A Institute

The impact of the COVID-19 outbreak is being felt across all aspects of work and life. Understandably, the implications for major property sectors and various stakeholders in the industry are quite specific and different.

Although it is difficult to assess the longer-term repercussions, the real estate industry is already responding and reacting to immediate impacts and short-term risks with their best abilities. Their respective crisis response strategies also unveil loopholes and weaknesses that might be overlooked during peace and tranquility.

Therefore, the outbreak also presents the industry an expensive opportunity to thoroughly review its risk assessment procedures, crisis contingency plans, and to upgrade and update systems if necessary.

Commercial Buildings – Bruised and Fighting the Pandemic Head-on

Commercial building managers & owners are experiencing the most short-term volatility in terms of building management, business operations, and risk mitigation for holding both essential and nonessential business activities.

Following state-wide nonessential business closures, travel restrictions, working from homes orders, and the social distancing mandate, commercial building and business holders have quickly responded with several short-term mitigation measures aiming to enhance safety and well-being for employees and shoppers.

For essential businesses that remain open such as grocery stores and supermarkets, building managers and store owners responded with immediate mitigation strategies such as compulsory disinfection of shopping carts, and providing protective equipment for employees such as gloves and masks to improve hygiene.

Within buildings, yellows distancing lines were drawn in between goods shelves and near the counters to practice social distancing. Some buildings even provide wipes and hand sanitizer in the waiting areas and within the markets.

Meanwhile, although office buildings, hotels, and other non-essential-business-holding buildings are closing, shortening, and changing operation hours in affected areas, some of them are conducting a thorough cleaning and disinfecting of high-touch surfaces and taking ventilation precautions to prepare for reopening.

Just like the majority of society, commercial buildings owners and operators did not seem to have health crisis contingency operations plans beforehand.

Ill-preparedness led many owners and managers to react passively and belatedly, therefore missing their chance to contribute early to support society in fighting this crisis.

Retail markets – “Pushing the pause button, but not the stop button”

Real estate transactions are not completely coming to a halt amid the Coronavirus outbreak because many buyers still regard investment-grade real estates attractive in the long-term.

Usually, March is the starting month for a strong buying season, however as the impact of COVID-19 materialized, the industry changing its normal deal transaction processes in light of the travel restrictions and public health concerns to facilitate deal flow.

According to real estate brokerage specialist Frederick Peters, initially, the industry is normalizing the real estate buying processes to a “by appointment only” format, ensuring that only one viewer group could tour the property at a time to practice social distance and crowd control.

Meanwhile, during the usual tour, numerous precautions are put in place: plastic booties for shoes, alcohol wipes for doorknobs to prevent touching directly with bare skins, gloves (for agents), and hand sanitizer at both the beginning and the end of the display.

NAR Survey Results

A recent survey conducted by the National Association of Realtors (NAR) indicates that out of the 2,500 responses that were received, 1-in-4 home sellers nationwide are implementing practices such as requiring visitors to wash their hands or use hand sanitizers.

However, as situations worsen, some agents and developers are considering adopting visual reality technology so that potential buyers could remotely “visualize” property if the sale is contingent upon the buyer “seeing” the property before signing the dotted line.

More than that, many steps are formerly done in-person (like lawyer consultations and appraisals) are also finding their footing in the electronic space. Undeniably, these kinds of actions, albeit temporarily, could create a real estate transaction slowdown.

However, just as some real estate agents have been saying, the pandemic should not be the catalyst for positive changes that the sector should have already instituted long before — such as technological upgrade and updates that will greatly improve working efficiencies and facilitate business transactions.

Hopefully, the sector could learn a lesson and react quickly to changes in the future.

Real Estate & Building Associations – Learning & Preparing

This unprecedented COVID-19 outbreak has led many to question if the real estate industry and our infrastructures are resilient enough to continue to support society, especially during a public health crisis.

Therefore, to better understand and redefine the critical role buildings, organizations and communities play in crisis prevention and preparedness, resilience and recovery, the International WELL Building Institute (IWBI) is creating a Task Force to focus on reducing the enormous health burden from COVID-19 and other respiratory infections.  (This the Task Force on Role Buildings Play in Reducing Health Burden of COVID-19 and other Respiratory Infections.)

According to Dr. Risa Lavizzo-Mourey, a  co-chair of the task force: “This task force can help us focus quickly on actionable measures we can take to more fully deliver resources needed to advance a global culture of health that includes everyone” — and also will further study scientifically for enhanced opportunities for the built environment to improve population health.

Overall, the health and well being of employees and tenants will be the initial primary corporate concern for the real estate sector, followed closely by business continuity plans.

Given the rapidly-changing situation, operational resilience will be a longer-term focus for real estate decision-makers as businesses develop their ability to be nimble, flexible, and react boldly and quickly should they face another similar event in the future.

Information on the IWBI Task Force: https://resources.wellcertified.com/press-releases/iwbi-assembles-task-force-on-role-buildings-can-play-in-reducing-health-burden-of-covid-19-and-other-respiratory-infections/

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About the Author
Binyu Zhao
is pursuing a Master’s degree in Public Administration at Columbia University. She served in the Climate Change and Sustainability Services Department at E&Y, and the Capital Markets Team in Ceres. Her strong bilingual skills enable her to provide services and conduct research for clients in Southeast Asia and East Asia. (She received her B.Eng. in Environmental Engineering and minor in Political Science from the National University of Singapore.)

G&A Institute Team Note
We continue to bring you news of private (corporate and business), public and social sector developments as organizations in the three societal sectors adjust to the emergency.

The new items will be posted at the top of the blog post and the items today will move down the queue.

We created the tag “Corporate Purpose – Virus Crisis” for this continuing series – and the hashtag #WeRise2FightCOVID19 for our Twitter posts.  Do join the conversation and contribute your views and news.

Do send us news about your organization – info@ga-institute.com so we can share.   Stay safe – be well — keep in touch!

Will We See Mandated Corporate Reporting on ESG / Sustainability Issues in the USA?

by Hank Boerner – Chairman – G&A Institute

Maybe…U.S. Companies Will Be Required…or Strongly Advised… to Disclose ESG Data & Related Business Information

Big changes in mandated US corporate disclosure and reporting on ESG factors may be just over the horizon — perhaps later this year? Or perhaps not…

Sustainable & responsible investing advocates have long called for greater disclosure on environmental and social issues that affect corporate financial performance (near and long-term). Their sustained campaigning may soon result in dramatic changes in the information investors and stakeholders will have available from mandated corporate filings.

We are in countdown mode — in mid-April the Securities & Exchange Commission (SEC), the agency that regulates many parts of the capital market operations and especially corporate disclosure and reporting for investors issued a Concept Release with a call for public comments.

Among the issues In focus are potential adjustments, expansions and updating of mandated corporate financial reporting. One of these involves corporate ESG disclosure. The issue of “materiality” is weaved throughout the release.

Among the many considerations put forth by SEC: expanding corporate disclosure requirements for corporate financial and business information to include ESG factors, and to further define “materiality.” Especially the materiality of ESG factors.

The comment period is open for you to weigh in with your opinion on corporate ESG disclosure and reporting rules — or at least strong SEC guidance on the matter.

SEC has been conducting a “Disclosure Effectiveness Initiative,” which includes looking at corporate disclosure and reporting requirements, as well as the forms of presentation and methods of delivery of corporate information made available to investors. (Such as corporate web site content, which most feel needs to be updated as to SEC guidance.)

The umbrella regulatory framework — “Regulation S-K” — has been the dominant approach for corporate reporting since 1977 has been the principal repository (in SEC lingo) for filing corporate financial and business information (such as the familiar 10-K, 10-Q, 8-K, etc.).

Investors Want More Corporate ESG Information

For a number of years now, investment community players have urged SEC to look at mandating or offering strong guidance to public company managements to expand disclosure and reporting to substantially address what some opponents conveniently call “non-financial,” or “intangible” information. An expanding base of investors feel just the opposite — ESG information is quite tangible and has definite financial implications and results for the investor. The key question is but how to do this?

Reforming and Updating Reg S-K

In December 2013 when the JOBS Act (“Jumpstart Our Business Startups”) was passed by Congress, SEC was charged with issuing a report [to Congress] on the state of corporate disclosure rules. The goal of the initiative is to improve corporate disclosure and shareholders’ access to that information.

The Spring 2016 Concept Release is part of that effort. The SEC wants to “comprehensively review” and “facilitate” timely, material disclosure by registrants and improve distribution of that information to investors. Initially, the focus is on Reg S-K requirements. Future efforts will focus on disclosure related to disclosure of compensation and governance information in proxy statements.

Asset managers utilizing ESG analytics and portfolio management tools cheered the SEC move. In the very long Concept Release – Business and Financial Disclosure Required by Regulation S-K, at 341 pages — there is an important section devoted to “public policy and sustainability” topics. (Pages 204-215).

ESG / Sustainability in Focus For Review and Action

In the Concept Release  SEC states: In seeking public input on sustainability and public policy disclosures (such as related to climate change) we recognize that some registrants (public companies) have not considered this information material.

Some observers continue to share this view.

The Concept Release poses these questions as part of the consideration of balancing those views with those of proponents of greater disclosure including ESG information:

• Are there specific public policy issues important to informed voting and investment decisions?

• If the SEC adopted rules for sustainability and public policy disclosure, how could the rules result in meaningful disclosures (for investors)?

• Would line items about sustainability or public policy issues cause registrations to disclose information that is not material to investors?

• There is already sustainability and ESG information available outside of Commission (S-K) filings — why do some companies publish sustainability, citizenship, CSR reports…and is the information sufficient to address investor needs? What are the advantages and disadvantages of these types of reports (such as being available on corporate web sites)?

• What challenges would corporate reporters face if ESG / sustaianbility / public policy reporting were mandated — what would the additional costs be? (Federal rule making agencies must balance cost-benefit.)

• Third party organizations — such as GRI and SASB for U.S. company reporting — offer frameworks for this type of reporting. If ESG reporting is mandated, should existing standards or frameworks be considered? Which standards?

The Commission has received numerous comments about the inadequacy of current disclosure regarding climate change matters. And so the Concept Release asks: Are existing disclosure requirements adequate to elicit the information that would permit investors to evaluate material climate change risk? Why — or why not? What additional disclosure requirements– or SEC guidance — would be appropriate?

Influential Voices Added to the Debate

The subject of expanded disclosure of corporate ESG, sustainability, responsibility, citizenship, and related information has a number of voices weighing in. Among those organizations contributing information and commentary to the SEC are these: GRI; SASB; Ceres; IEHN; ICCR; PRI; CFA Institute; PWC; E&Y; ISS; IIRC; BlackRock Institute; Bloomberg; World Federation of Exchanges; US SIF.

The overwhelming view on record now with SEC is that investor consideration of ESG matters is important and that change is needed in the existing corporate reporting and disclosure requirements. You can add your voice to the debate.

For Your Action:

I urge your reading of the Concept Release, particularly the pages 204 through 215, to get a better understanding of what is being considered, especially as proposed by proponents; and, I encourage you to weigh in during the open public comment period with your views.

You can help to ensure the SEC commissioners, staff and related stakeholders understand the issues involved in expanding corporate disclosure on ESG matters and how to change the rules — or offer strong SEC guidance. Let the SEC know that ESG information is needed to help investors better understand the risks and opportunities inherent in the ESG profiles of companies they do or might invest in.

SEC rules or strong guidance on ESG disclosure would be a huge step forward in advancing sustainability and ESG consideration by mainstream capital market players.

Information sources:

The SEC release was on 13 April 2016; this means the comment period is open for 90 days, to mid-July.

Helpful Background For You

Back in 1975 as the public focus on environmental matters continued to increase (all kinds of federal “E” laws were being passed, such as the Clean Air Act and Clean Water Act), stakeholders asked SEC to address the disclosure aspects of corporate environmental matters.

The initial proposal was deemed to have exceeded the commission’s statutory authority.

In 1974 the ERISA legislation had been passed by Congress, and pension funds, foundations and other fiduciaries were dramatically changing the makeup of the investor community, dwarfing the influence of one once-dominant individual investor. After ERISA and the easing of “prudent man” guidelines for fiduciaries, institutional investors rapidly expanded their asset holdings to include many more corporate equities.

And the institutions were increasingly focused on the “E,” “S” and :”G” aspects of corporate operations — and the real or potential influence of ESG performance on the financials. Over time, asset owners began to view the company’s ESG factors as a proxy for (effective or not) management.

While the 1975 draft requirements for companies to expand “E” and “S” information was eventually shelved by SEC, over the years there was a steady series of advances in accounting rules that did address especially “E” and some “S” matters.

FAS 5 issued by FASB in March 1975 addressed the “Accounting for Contingency” costs of corporate environmental liability FASB Interpretation FIN 14 regarding FAS 5 a year later (September 1976) addressed interpretations of “reasonable estimations of losses.” SEC Staff Bulletins helped to move the needle in the direction of what sustainable & responsible investors were demanding. Passage of Sarbanes-Oxley statutes in July 2002 with emphasis on greater transparency moved the needle some more.

But there was always a lag in the regulatory structure that enables SEC to keep up with the changes in investment expectations that public companies would be more forthcoming with ESG data and other information. And there was of course organized corporate opposition.

(SEC must derive its authority from landmark 1933 and 1934 legislation, expansions and updates in 1940, 2002, 2010 legislation, and so on. Rules must reflect what is intended in the statutes passed by Congress and signed into law by the President. And opponents of proposals can leverage what is/is not in the laws to push back on SEC proposals.)

There is an informative CFO magazine article on the subject of corporate environmental disclosure, published September 9, 2004, after the Enron collapse, two years after Sarbanes-Oxley became the law of the land, and 15+ years after the SEC focused on environmental disclosure enhancements. Author Marie Leone set out to answer the question, “are companies being forthright about their environmental liabilities?” Check out “The Greening of GAAP” at: http://ww2.cfo.com/accounting-tax/2004/09/the-greening-of-gaap/

And we add this important aspect to corporate ESG disclosure: Beginning in 1990 and in the years that followed, the G1 through G4 frameworks provided to corporate reporters by the Global Reporting Initiative (GRI) helped to address the investor-side demand for more ESG information and the corporate side challenge of providing material information related to their ESG strategies, programs, actions and achievements.

The G&A Institute team sees the significant progress made by public companies in the volume of data and narratives related to corporate ESG performance and achievements in the 1,500 and more reports that we analyze each year as the exclusive data partner for The GRI in the United States, United Kingdom, and The Republic of Ireland.

We have come a very long way since the 1970s and the SEC Concept Release provides a very comprehensive foundation for dialogue and action — soon!

Please remember to take action and leave your comments here:
http://www.sec.gov/rules/concept.shtml