The U.S. Government, primarily Congress, has created various agencies to counteract unethical behavior, including unethical business practices. The various agencies work to ensure financial accounting is honest and reliable. Although all are separate entities, they often work cooperatively to maximize areas of coverage.
I. SEC
The United States Securities and Exchange Commission (SEC) is a five-member body appointed by the President of the United States and approved by the U.S. Senate. It was created by the Securities Exchange Act of 1934 as a consequence of the Stock Market Crash of 1929. It enforces the federal securities laws and regulations dealing with the securities industry and stock market. Primarily created to prevent corporate abuses relating to the sale of securities and corporate reporting, the SEC now administers six major laws [5] :
- Securities Act of 1933
- Securities Exchange Act of 1934
- Trust Indenture Act of 1939
- Investment Company Act of 1940
- Investment Advisers Act of 1940
- Sarbanes-Oxley Act of 2002
The SEC is composed of 4 main divisions [6]:
1. Corporation Finance Division
The Corporation Finance Division primarily oversees public disclosures made by public companies as well as the registration of company transactions. In order to achieve these goals, the SEC requires quarterly and annual reports to be submitted, as well as a statement of the year’s operations and success. To allow all individuals access to these reports, the SEC maintains an online database called EDGAR (Electronic Data Gathering, Analysis, and Retrieval System). EDGAR contains these forms and papers, as well as all other information filed with the SEC. This vital company information allows individuals to better evaluate companies and potential securities.
2. Trading and Markets Division
The Trading and Markets Division oversees self-regulatory organizations like NYSE, FINRA, MSRB, broker-dealer firms, and investment houses.
3. Investment Management Division
The Investment Management Division oversees investment companies and investment advisers, and also administers federal securities laws. They also assist in interpreting laws and regulations, as well as adapting SEC rules to new circumstances.
4. Enforcement Division
The Enforcement Division investigates violations of securities laws/regulations and brings actions against these violators.
II. PCAOB
The PCAOB was created by the Sarbanes-Oxley Act of 2002 as a non-profit corporation to oversee auditors of public companies. The PCAOB actually replaced the Public Oversight Board, which was dissolved in 2002, to act as a non-partisan oversight body. Allegations that auditors’ allegiance to clients had compromised their independence because of fees the firms were receiving led to a long list of powers, most importantly the ability to set standards relating to auditing, ethics, quality control and preparation of audit reports for the auditing industry. The PCAOB also has the power to inspect any registered public accounting firms at any time to review the firm’s adherence to policies. If the PCAOB uncovers anything it believes is unethical or illegal, it can investigate and impose sanctions upon either the firm as a whole or the individuals involved. Firms registered with the PCAOB are bound to abide by PCAOB’s Ethics & Independence Standards which are composed of
- AICPA Code of Professional Conduct Rule 101, and interpretations and rulings
- Independence Standards Board]] (ISB) Standards numbers 1, 2, and 3, and ISB Interpretations 99.1, 00.1, and 00.2.
- SEC Rules on Auditor Independence
On April 19th 2006, the PCAOB’s Ethics and Independence Rules Concerning Independence, Tax Services and Contingent Fees were approved by the SEC. The seven approved rules primarily focus on tax and audit issues, but also discuss ethical responsibilities. Rule 3502, “Responsibility Not to Knowingly or Recklessly Contribute to Violations” allows the PCAOB to take legal actions against an individual that violates the professional standards and laws pertaining to the Sarbanes-Oxley Act and PCAOB Rules. [7]
Public trust has grown and auditing firms have enhanced the quality of audits performed under the strict guidelines set forth by the PCAOB.
III. FASB
The Financial Accounting Standards Boards (FASB) is a non-profit organization created in 1973 (replacing the Accounting Principles Boards]] and the Committee on Accounting Procedures) for the purpose of generating Generally Accepted Accounting Principles (GAAP). Their goal is to establish and improve financial accounting standards and methods of reporting. The FASB is a seven-member board of accounting professionals, and though independent from the SEC, is a critical component of the SEC and its mission. Currently, the FASB is working closely with the International Accounting Standards Board to simplify the financial reporting process and require only one set of financial statements from companies that operate in both domestic and international markets. [8]
IV. AICPA
The American Institute of Certified Public Accountants (AICPA) (formerly known as the American Association of Public Accountants) was established in 1887. [9] It adopted the AICPA Code of Professional Conduct for its membership bodies that range from those within public accounting to the government sector and in education. [10] The Code consists of the rules and the principles that provide the framework for the rules. Together, they guide their members in performing professional responsibilities. To assist its members with understanding and meeting the ethical responsibilities set within the Code, the AICPA has established a Professional Ethics Executive Committee (PEEC). [11] PEEC holds quarterly meetings to discuss the standard-setting activities and ethical cases involving disciplinary actions against members that fail to comply with the rules. Ethical issues are also discussed within the Journal of Accountancy, which is a periodic publication of the AICPA. The Five Principles of Professional Conduct are: carrying out professional responsibilities; serving the public interest; acting with integrity, objectivity, and independence; and due care.
V. GAO
The U.S. Government Accountability Office, as the name suggests, works closely with the US Congress to ensure the proper accountability of federal public funds. The US Government Accountability Office has extensive literature on the ethical responsibility of corporations as well. From the GAO’s perspective, the recent accountability failures discussed earlier reflect poorly on US corporations and the accounting ethics they have in place. This can translate into reduced investment in US markets by foreign companies and individuals alike. According to the GAO, improvements have been seen in the two years since the S.O.X. Act was passed in 2002. [12]
VI. IESBA
International Ethics Standards Board for Accountants (IESBA) develops high-quality ethical standards to be used by its member bodies and accountants all over the world. IESBA works independently under the International Federation of Accountants (IFAC) and together they have developed a code of conduct, called the IFAC Code of Ethics for Professional Accountants. [13] Firms that prepare financial reports using the International Auditing and Assurance Standards have to adhere to these standards. Within the Code are five fundamental principles:
- Integrity and honesty in all work
- Maintaining objectivity in decision making
- Staying professionally competent and acting with due care
- Respecting client confidentiality
- Maintaining a professional behavior
VII. Others
Various other organizations and agencies have set ethical standards in place. The Institute of Internal Auditors (IIA) has developed an Institute of Internal Auditors Code of Ethics for its members and other certified internal auditors. Likewise, the Institute of Management Accountants (IMA) has a standard for ethical conduct for professionals in the management accounting field.