WP-2010-020

Auditor and Audit Committee Independence in India

Jayati Sarkar and Subrata Sarkar

Indira Gandhi Institute of Development Research, Mumbai

October 2010
http://www.igidr.ac.in/pdf/publication/WP-2010-020.pdf
Auditor and Audit Committee Independence in India

Jayati Sarkar and Subrata Sarkar

 Indira Gandhi Institute of Development Research (IGIDR)
General Arun Kumar Vaidya Marg
Goregaon (E), Mumbai- 400065, INDIA
Email (corresponding author): [email protected]

Abstract

This article reviews the regulations and governance reforms carried out in India with respect to auditor
and audit committee independence. In doing so it critically compares them with the regulations existing
in the US. This is followed by a discussion of the existing research on the effectiveness of audit
committees and audit independence in corporate governance. Recent trends in audit committee and
auditor characteristics for a sample of large listed companies in the Indian corporate sector are then
discussed. The article concludes by suggesting some governance reforms that may be considered to
further strengthen auditor independence and the functioning of audit committees in India.

Keywords:
Corporate governance, India, auditor independence, audit committee independence

JEL Code:
G34, G38

Acknowledgements:
This paper was produced as part of the ``Financial Sector Regulatory Reforms\'\' project at IGIDR.

i
 Auditor and
Audit Committee Independence
in India
Jayati Sarkar1
Subrata Sarkar
Indira Gandhi Institute of Development Research

Abstract

This article reviews the regulations and governance reforms

carried out in India with respect to auditor and audit committee
independence. In doing so it critically compares them with the
regulations existing in the US. This is followed by a discussion of the
existing research on the effectiveness of audit committees and audit
independence in corporate governance. Recent trends in audit
committee and auditor characteristics for a sample of large listed
companies in the Indian corporate sector are then discussed. The
article concludes by suggesting some governance reforms that may be
considered to further strengthen auditor independence and the
functioning of audit committees in India.
Contents
1 Introduction 3
2 Auditor independence 6
2.1 Key aspects of auditor independence . . . . . . . . . . . . . . 8
2.1.1 Disqualification for audit assignments . . . . . . . . . . 9
2.1.2 Prohibited non-audit services . . . . . . . . . . . . . . 11
2.1.3 Compulsory audit partner rotation . . . . . . . . . . . 13

1 Jayati Sarkar and Subrata Sarkar are faculty at Indira Gandhi Institute for
Development Research, Goregaon(E), Bombay, telephone number +91-22-8400919.
Email: [email protected], [email protected]. This paper was produced as part of the
Financial sector regulatory reforms project.

1
2.2 Powers, responsibility and accountability of auditors ..... 16
2.3 Penalties for violations . . . . . . . . . . . . . . . . . . . . . . 17
2.4 Independent Oversight of the Auditors . . . . . . . . . . . . . 18
3 Audit committee 19
3.1 Size and composition of the audit committee . . . . . . . . . . 19
3.2 Role and power of the audit committee . . . . . . . . . . . . . 24
3.3 Dilution of audit committee independence ........... 25

4 Effectiveness of audit committees and auditor independence:

empirical evidence 28
4.1 Studies on audit committees and earnings management . . . . 29
4.2 Studies on auditor independence and earnings management . . 30
4.3 Studies on auditor rotation and earnings management . . . . . 31

5 Trends in audit committee and auditor characteristics in India

32

6 Conclusions 39
1 Introduction
The Enron debacle in the US, which led to the Sarbanes-Oxley Act of 2002
(“SOX”)2 in the US, influenced far reaching changes in regulations governing
auditor independence and audit committee across the world. In India, the
economic reforms which began in 1991 have put great emphasis on the role
of the external auditor and the audit committee. The “Clause 49”
regulations3which were made part of the Listing Agreement by the
Securities Exchange Board of India (SEBI) in 2001 required every listed
company to have an audit committee and specified its composition, role,
and power in detail. The Naresh Chandra Committee (“NCC”) 4 that was
constituted in August 2002 produced an exhaustive report on the auditor-
company relationship and the functioning of the audit committee. Many of

2 Sarbanes-Oxley Act of 2002, http://www.law.uc.edu/ccl/soact/toc.htm

3 2SEBI, Clause 49 Regulations, Circular No. SEBI/CFD/DIL/CG/1/2004/12/10
October 29, 2004. http://www.sebi.gov.in
4 Naresh Chandra Committee Report on Corporate Audit and Governance (2002)

2
these recommendations have been incorporated in the Companies Bill,
20095 which is currently waiting for legislative approval.
Theory and the empirical literature overwhelmingly suggest that auditor
and audit committee independence plays an important role in the
governance of companies. The recommendations of the NCC have set
standards which are line with international best practices. The Companies
Bill, 2009 has incorporated many of these recommendations. For investors
to have confidence in the independence of the auditor, the Companies Bill,
2009 needs to be enacted quickly into law. At the same time, there are
many areas for improvement in the Companies Bill of 2009. The paper
reviews the regulations and the suggested governance reforms in India
with respect to auditor and audit committee independence.
On the issue of auditor independence, the paper discusses three key aspects
which regulations try to address, namely (a) disqualification for audit
assignments that arise due to potential conflicts of interest from
employment, financial interest, and other relationships between the
auditing firm and the audit client, (b) types of non-audit services rendered
by the auditing firm, and (c) audit partner rotation.
On the issue of disqualification for audit assignments the NCC
recommended that an audit firm will be disqualified from being appointed
as the statutory external auditor if the audit firm, its partners or members
of the engagement team as well as their ‘direct relatives’ had any (i)
financial interest in the audit client, (ii) received any loans and guarantees
from the audit client (iii) had any business relationship with the audit client
and (iv) had any personal relationships with the key officers of the audit
client. In addition, the NCC also recommended (v) a cooling period of two
years before any partner or member of the auditing firm can join the audit
client, or any key officer of the audit client can join the auditing firm, and
(vi) prohibition on undue dependence on an audit client in terms of audit
fees.
The Companies Bill, 2009 incorporated the first four recommendations of
the NCC report, but the recommendations regarding undue dependence
and, more strikingly, the recommendation regarding the cooling period
were not incorporated in the Companies Bill, 2009. The latter
recommendation comes from the basic concern that a member of the audit

5 The Companies Bill, 2009, http://www.mca.gov.in/Ministry/actsbills/pdf/

Companies_Bill_2009_24Aug2009.pdf

3
engagement team who has only recently been a key officer of the audit
client poses significant “selfreview” threat as these persons will be less
inclined to detect errors that they themselves may have committed in their
capacity of a key officer of the audit client. Simultaneously, a key officer of
the audit client who has only recently been a member of the auditing firm
can significantly influence the auditors incentive, ability, and inclination to
detect potential accounting and financial errors by the audit client.
With respect to prohibited non-audit services the NCC recommended nine
types of services that an audit firm was prohibited from rendering to its
audit client. The list of services mimic the list of services prohibited by the
SEC except for legal services and expert services which are prohibited by
the SEC but not recommended by the NCC. The Companies Bill, 2009
incorporated the first seven recommendations of the NCC 6 but did not
include the recommendations relating to (i) any form of staff recruitment,
and particularly hiring of senior management staff for the audit client and
(ii) valuation services and fairness opinion in the list of prohibited services.
On the issue of compulsory audit partner rotation the NCC recommended
that all partners and at least half of the audit engagement team (excluding
article clerks) be rotated after five years. The recommendation also
provided for a cooling period of five years before rotated members can join
the audit engagement team for the particular audit client. The NCC
recommendations regarding auditor rotation are very similar to those
specified under SOX regulations, but these have not been adopted in the
Companies Bill, 2009.
Mandatory rotation exists for government firms but not for private listed
companies.
The paper also looks at the size, composition, independence, and powers
and functions of the audit committee, which plays a vital role ensuring the
independence of the audit process. In doing so it makes a comparative
assessment of such regulations in other countries.
While a significant number of proactive regulations have been enacted in
India since the 1990s, there are two aspects which require further
attention: the composition of the audit committee and its authority to
implement its decisions. A review of the sequence of regulations shows that
there has been a steady dilution of the independence requirement with

6 The Companies Bill, 2009 broke up the investment adviser or investment banking
services separately into investment adviser services and investment banking services.

4
respect to the audit committee. The original Clause 49 regulations required
the audit committee to have a minimum size of three and to be constituted
entirely of nonexecutive directors with majority of them being
independent.7

The revised Clause 498 removed the non-executive director requirement

and instead specified that the audit committee have a minimum of three
members with two-thirds of them being independent. The Companies Bill,
2009 follows the revised Clause 49 regulations by not insisting that the
audit committee comprise only of non executive directors but reverts to the
majority rule rather than having a two-thirds rule. 9 Given the minimum size
of three a reversion to the one-thirds rule as opposed to the majority rule
does not impose any extra constraint. The NCC in its report, while
applauding the existing Clause 49 regulations on the audit committee,
pointed out that one area that needed improvement and tightening was the
composition of the audit committee and recommended that if the audit
committee is perceived to be independent, then it should consist only of
independent directors. Unfortunately this has not been incorporated in the
Companies Bill, 2009.
The weaker independence requirement regarding the composition of the
audit committee has to be seen in context of the fact that the audit
committees recommendations relating to hiring, oversight, compensation,
and firing of the outside auditor are not binding on the Board, in contrast to
the regulation in the US where under the SOX Act of 2002, the audit
committee is “directly responsible for the appointment, compensation,
retention and oversight” of the statutory auditor and each such statutory
auditor “must report directly to the audit committee.”
After the Companies Bill, 2009 is enacted as law, two areas of work pending
with policy makers are: the issue of independence of the audit committee
both in terms of its composition and the power of the Board to overrule its
decisions, and the issue related to conflict-of-interest in auditor-company

7 SEBI, Clause 49 Regulations, Circular No. SMDRP/POLICY/CIR-10/2000, dated

February 21, 2000. http://www.sebi.gov.in
8 7SEBI, Clause 49 Regulations, Circular No. SEBI/CFD/DIL/CG/1/2004/12/10
October 29, 2004. http://www.sebi.gov.in
9 Section 158 (2) of the Companies Bill, 2009 specifies that “The Audit Committee
shall consist of a minimum of three directors with independent directors forming a
majority and at least one director having knowledge of financial management, audit or
accounts.”

5
relationship and audit partner rotation. These issues have to be addressed
in future regulation to make auditing and oversight standards in India
comparable to those in the more mature economies. If it is operationally
difficult to obtain amendments of law in the near future, then SEBI and the
Stock Exchanges need to explore the possibility of incorporating these
additional standards of independence in the Listing Agreement. Since the
provisions of the Companies Bill, 2009 can be interpreted as only laying
down minimum standards, nothing prevents stock exchanges from insisting
on higher standards of independence from companies listed under their
supervision.
This paper is structured, starting with a review of the regulations and
governance reforms on auditor independence (Section 2) and audit
committee independence (Section 3) of Indian firms, comparing them with
the regulations existing in the US. This is followed by a discussion of the
existing research on the effectiveness of audit committees and audit
independence in corporate governance in Section 4. Section 5 present
recent trends in audit committee and auditor characteristics for a sample of
the large listed companies in the Indian corporate sector. The paper
concludes by suggesting some governance reforms that may be considered
to further strengthen auditor independence and the functioning of audit
committees in India in Section 6.

2 Auditor independence
Auditors are the lead actors in the auditing process and provide
independent oversight to the financial reporting by companies. Modern day
corporations are huge and their operations are complex. While accounting
standards and norms are specified by the regulators for proper disclosure.
Yet preparation of proper financial reports requires an evaluation of the
judgements and assumptions made by the management, along with their
justification of the final choice among several alternative accounting
principles. Consistency of applications in preparing accounts and coverage
of all relevant financial aspects are required.
Auditors scrutinize and verify the accounts, as well as certify that the
financial statements are prepared in accordance to the prescribed
principles and that the accounts are free from material misstatements. It is
therefore expected for the law in all countries to have put enormous

6
responsibility on the auditors to ensure that the accounts give a true and
fair view of the operations of the company. In the US, the SOX Act has put
great emphasis on auditor independence. Following the Act, the US
Securities and Exchange Commission (SEC) 10 has made specific rules to put
the provisions of the Act into operation. At home in India, a similar effort
has been made by the NCC, which has given a series of recommendations
that have been incorporated in the Companies Bill (2009) and are awaiting
parliamentary approval.
The rules and regulations regarding auditors independence framed by
regulators are predicated on some fundamental principles. The NCC lists
two fundamental principles behind auditor’s independence namely, (i)
independence of mind - which permits arriving at an informed and reasoned
opinion without being affected by factors that compromise integrity,
professional scepticism and objectivity of judgement and (ii) independence
in appearance - which requires avoiding facts, circumstances and instances
where, an informed third party could reasonably conclude that integrity,
objectivity and professionalism has, or may have, been compromised (NCC,
2004; pp 36). As the NCC rightly points out “for the public to have
confidence in the quality of audit, it is essential that auditors should always
be - and be seen to be - independent of the companies that they are
auditing.” Thus, when situations of potential conflicts arise, the law in
general has taken a sceptical view and erred on the side of caution by
putting the interest of the general public before the interest of the auditor.
Similar principles are enshrined in the Code of Ethics for Professional
Accountants, prescribed by the International Federation of Accountants
(IFAC) which identifies five types of potential threats to auditor’s
independence:
• Self-interest threats, which occur when an auditing firm, its partner or
associate could benefit from a financial interest in an audit client.
• Self-review threats, which occur when during a review of any
judgement or conclusion reached in a previous audit or non-audit
engagement, or when a member of the audit team was previously a
director or senior employee of the client.

10 Sarbanes-Oxley Rule making and Reports, http://www.sec.gov/spotlight/

sarbanes-oxley.htm

7
 • Advocacy threats, which occur when the auditor promotes, or is
perceived to promote, a client’s opinion to a point where people may
believe that objectivity is getting compromised.
• Familiarity threats are self-evident, and occur when auditors form
relationships with the client where they end up being too sympathetic
to the client’s interests.
• Intimidation threats, which occur when auditors are deterred from
acting objectively with an adequate degree of professional scepticism
because of threat of replacement.
Building on these five fundamental principles, both the NCC and the SOX Act
have put in place a number of regulations/recommendations regarding the
qualification of auditors for engaging in statutory audit, the type of
nonaudit services that they can render, the need for rotating members of
the audit engagement team, and restrictions on the extent of non-audit fees
that an auditing firm can get from an audit engagement. The single purpose
of these efforts has been to ensure auditor’s independence.

2.1 Key aspects of auditor independence

The three key aspects of auditor’s independence which all regulations try to
address are:
1. A potential conflicts of interest that arise from employment, financial
interest, and other relationships between the auditing firm and the
audit client,
2. Types of non-audit services rendered by the auditing firm, and
3. Audit partner rotation.
The NCC has deliberated extensively on these three aspects and come up
with recommendations which are in line with the international best
practices and which closely follow the provisions under the SOX Act.
2.1.1 Disqualification for audit assignments

Conflict of interest is one primary concern of the regulators for ensuring

auditor’s independence. The NCC recommended that an auditing firm will
be disqualified from being appointed as the statutory external auditor if the

8
audit firm, its partners or members of the engagement team as well as their
’direct relatives’ had any (i) financial interest in the audit client, (ii)
received any loans and guarantees from the audit client (iii) had any
business relationship with the audit client and (iv) had any personal
relationships with the key officers of the audit client, i.e. any whole time
director, CEO, CFO, Company Secretary, senior management belonging to
the top two managerial levels and the officer who is in default.
In addition, the NCC also recommended (v) to have a cooling period of two
years before any partner or member of the auditing firm can join the audit
client, or any key officer of the audit client can join the auditing firm, and
(vi) prohibition on undue dependence where under which a audit firm was
disqualified from auditing if the fees from any single audit client exceeded
25 percent of the total revenues of the audit firm. The recommendations
were tight that in that it included all the affiliates and the subsidiaries of the
both the audit client and the audit firm in the determination of
independence. Section 124 of the Companies Bill (2009) incorporated the
first four recommendations of the NCC report. The recommendations
regarding undue dependence and, more strikingly, the recommendation
regarding the cooling period were not incorporated in the Companies Bill
(2009).
The recommendation regarding undue dependence had attracted some
debate as this may affect the survival of the small firms. The NCC has been
sympathetic to this argument and had specified that its recommendation
with respect to undue dependence were not applicable to audit firms for
the first five years from the date of commencement of their activities, and
for firms whose total annual revenues were less than Rs.15 lakhs per year.
The principle of “intimidation threat” which is likely to operate on the audit
firm when it is reliant on a few clients for its survival may have prompted
the committee to make this recommendation. Equally arguable, of course, is
the reverse viewpoint that if regulatory action for wrong doing is credible,
then the audit firm is likely to work even more diligently when it has only a
few clients. Coupled with this, the audit committee which is envisaged to
play a critical role in ensuring that the external auditor is protected from
the pulls and pressures of the management may have prompted the
Companies Bill (2009) to not include this recommendation for enactment.
Similar regulation on undue dependence, however, does not exist in the SOX
Act.

9
The more striking omission from the Companies Bill (2009) is the NCC
recommendation of providing a cooling off period before a member of the
audit engagement team can join the audit client or a key officer of the audit
client can join the audit firm. This recommendation comes from the basic
concern that a member of the audit engagement team who has only recently
been a key officer of the audit client poses significant “selfreview” threat as
these persons will be less inclined to detect errors that they themselves
may have committed in their capacity of a key officer of the audit client.
Simultaneously, a key officer of the audit client who has only recently been
a member of the auditing firm can significantly influence the auditor’s
incentive, ability, and inclination to detect potential accounting and
financial errors by the audit client. The recommendation views passage of
time to be essential in reducing the possibility of influencing the policies of
the accounting firm and the resultant perceived loss of independence.
The provision of the cooling period is one of the major concerns under the
SOX Act. Section 206 of the SOX Act specifies that an accounting firm cannot
perform an audit of a company “(i)f a chief executive officer, controller,
chief financial officer, chief accounting officer, or any person serving in an
equivalent position for the issuer, was employed by that registered
independent public accounting firm and participated in any capacity in the
audit of that issuer during the 1-year period preceding the date of the
initiation of the audit11”. The SEC while framing its rule on “Conflicts of
Interest Resulting from Employment Relationships” for implementing these
provisions of the SOX Act expanded the coverage of the cooling off period
from the four specified key officers named in the Act to any person in a
“financial reporting oversight role.” However, recognizing the over-
reaching nature of the laws, it narrowed down the application of the cooling
period to only the lead partner, concurring partner, and any other member
of the audit engagement team body who provided ten or more hours of
audit,review and attestation services (SEC Rule 208-2).
There are some notable differences between the SEC rule and the
recommendations of the NCC.
1. Under the NCC recommendations, the cooling off period applies to not
only the audit partners but to all members of the audit engagement
team. In contrast the SEC rules are applicable to the lead partner,
concurring partner, and to only those members rendering ten or more
hours of audit services, the assumption being that some minimum
11 http://www.sec.gov/rules/final/33-8183.htm

10
 amount of participation is required for a member to have significant
interaction with the management during the audit process.
2. Under the NCC recommendation, the cooling off period is applicable
irrespective of the employment position which the former audit firm
member takes up in the audit client and not restricted to positions
with financial reporting and oversight role as it is under the SEC rules.
3. The NCC recommendations apply not only to members of the audit
firm taking up positions in the audit client, but also to employees of
the audit client taking up positions in the audit firm.
4. Finally, the cooling off period under the NCC is two years while it is
one year under the SEC rule.
Perhaps the first two recommendations of the NCC are too broad in their
applicability and can be narrowed down to some extent. The major
criterion in determining the applicability of the law should be the ability
and the incentive of the members of the audit firm and the audit client to
influence the effectiveness of the audit process. Unlike the SEC, the NCC
recommendations that require the cooling off period to also apply to
employees of audit client while joining the audit firm is a well thought out
move that recognize that reverse influence that former employees of the
audit client can exercise when they are part of the audit engagement team.
However, in this case too, the scope of the recommendation can be made
narrow by making the law applicable only to key officers of the audit client
joining key positions in the audit firm. Thus the ideal rule would be one
which provides for a cooling period before the lead, concurring or any
significant member of the audit engagement team takes up a financial
reporting oversight role in the audit client or a person in a financial
reporting oversight role in the audit client becomes a lead, concurring, or a
significant member of the audit firm. The terms “significant audit member”
could be defined based on the nature and duration of services by the audit
member. The extent of the cooling period could be left to the decided based
on norms and practice in other countries.

2.1.2 Prohibited non-audit services

Provision of non-audit services is another major concern for the regulator

in ensuring auditor independence as rendering many of these services puts
the independence of the auditor standard at significant risk. Auditing firms

11
have incentives to perform non-audit services to augment their income and
because of the informational advantage that they gain during the auditing
process about the financial status of the audit client. Accordingly, laws in
various countries list a number of services that an auditing firm is
prohibited from rendering to its audit clients. The prohibition of non-audit
services comes from the two principles, namely, the self-review threat and
advocacy threat outlined earlier. Similar principles are highlighted by the
SEC when it mentions that “the Commission’s principles of independence
with respect to services provided by auditors are largely predicated on
three basic principles, violations of which would impair the auditor’s
independence: (1) an auditor cannot function in the role of management,
(2) an auditor cannot audit his or her own work, and (3) an auditor cannot
serve in an advocacy role for his or her client.”12

The NCC recommended nine types of services that an audit firm was
prohibited from rendering to its audit client. The list of services mimic the
list of services prohibited under the SEC except for legal services and expert
services which are prohibited under the SEC but not recommended by the
NCC (Box 1). The SEC puts forward purposeful arguments built on the
principle of “Advocacy Threat” for including these two services in the
prohibited list but the NCC does not cite any reasons for excluding them in
its recommendations. Further under the SEC Rules (208-6) the lead,
concurring and audit partner cannot receive compensation based on selling
engagements other than audit, review and attestation services as rendering
these services can hamper an accountant’s objectivity and shift the focus
from audit to non-audit works. Other members of the audit engagement
team however can receive compensation for rendering non-audit services
provided those are not in the prohibited list are approved by the audit
committee. No such rule exits in the Companies Bill, 2009 nor is
recommended by NCC.
Section 127 of the Companies Bill (2009) incorporated the first seven
recommendations of the NCC13 but did not include the recommendations
relating to (i) any form of staff recruitment, and particularly hiring of senior
management staff for the audit client and (ii) valuation services and

12 See Strengthening the Commission’s Requirements Regarding Auditor Independence,

Section II.B http://www.sec.gov/rules/final/33-8183.htm
13 The Companies Bill (2009) broke up the investment adviser or investment
banking services separately into investment adviser services and investment banking
services.

12
fairness opinion in the list of prohibited service. Under the SEC both (i)
appraisal or valuation services, fairness opinions, or contribution-in-kind
reports as well as (ii) human resources services are strictly prohibited. As
the SEC recognizes in its discussion of Rules, that when an auditor actively
assists the management to recruit, train and evaluate employees for the
audit client, especially in senior management positions, the “accountant
would be reluctant to suggest the possibility that those employees failed to
perform their jobs appropriately, or at least reasonable investors might
perceive the accountant to be reluctant, because doing so would require the
accountant to acknowledge shortcomings in its human resource service. 14”
With respect to valuation services and fairness opinions the SOX Act
recognizes that undertaking these services may put the accountant under
the self-review threat of having to review his or her own work as these
services often require the auditing firm to make key assumptions,
projections, and valuations of a company’s assets, cash flow and other
relevant financial variables that can become the subject of audit later. Also
while valuation services are fairness opinions that are offered mostly for
judging the sufficiency of consideration in a financial transactions, thsese
are likely to be based on an aggressive assessment of risk assessment as
opposed to the conservative assessment that is expected of auditors when
auditing the companies’ accounts in public interest.
It is apparent that an expanded list of prohibited services is not in the
interest of the auditing firms. Rendering valuations services, fairness
opinion and human services can provide significant opportunities of
augmenting the revenue of audit firms especially when the fees from audit
services is low. Thus restricting these services can significantly hamper the
survival of the audit firms, especially the smaller ones. Yet the survival of
the auditing firms has to be balanced against the interest of the public at
large to ensure that the integrity of the auditing process is not jeopardized.
If survival is the reason for not enacting these two provisions into law then
it puts the independence issue into serious question as audit firms are more
likely to stand by their assessment as doing otherwise put them at risk of
losing these non-audit services. On the other hand if these services account
for insignificant proportion of revenue of the audit firms then there is a
greater reason to include them in the prohibited list as doing so does not
materially affect the auditing firm but increases the public’s confidence in
the audit process.
14 See Strengthening the Commission’s Requirements Regarding Auditor Independence,
Section II.B http://www.sec.gov/rules/final/33-8183.htm

13
2.1.3 Compulsory audit partner rotation

Rotation of audit firms as a means of safeguarding auditor independence

has been a subject of intense debate for many years. Proponents of

Box 1: Comparing the prohibitions of the NCC and the US SEC

Prohibited non-audit services under the NCC (Recommendation 2.2),
juxtaposed against analogous prohibitions of the US SEC:
NCC SEC
• Accounting and bookkeeping • Bookkeeping or other services
services, related to the accounting related accounting records or financial
records or financial statements of the statements of the audit client.
audit client.
• Internal audit services. • Internal audit outsourcing.
• Financial information systems • Financial information systems
design and implementation, including design and implementation.
services related to IT systems for
preparing financial or management
accounts and information flows of a
company.
• Actuarial services. • Actuarial services.
• Broker, dealer, investment adviser • Broker-dealer, investment adviser or
or investment banking services. investment banking services.
• Outsourced financial services. • Management functions.
• Management functions,
including the provision of
temporary staff to audit clients.
• Any form of staff recruitment, and • Human resources.
particularly hiring of senior
management staff for the audit client
• Valuation services and • Appraisal or valuation
fairness opinion services, fairness opinions, or
contribution-inkind reports. •
Legal services
• Expert services
Of the NCC recommendations, the new proposed Companies Bill 2009
omits the last two.

compulsory audit firm rotation advance two arguments for mandatory

audit firm rotation namely (i) decline in audit quality and competence and
(ii) loss of independence due to long association (Joe Hoyle, 1978). With
respect to the former, these proponents point to the laxity in standards and

14
the decline in creativity that occurs when working for an audit client for
long period and argue that mandatory auditor rotation is necessary for a
fresh look. In addition, mandatory rotation is expected to lead to better
audit quality by increasing competition among audit firms, reducing the
dependence on a single client and increasing audit effort as incumbent
firms are likely to work harder when they are aware that their work will be
shortly reviewed by another auditor. With respect to the latter, these
proponents point to the significant familiarity threat that occurs with long
association causing the auditor to develop friendly ties and to endorse the
views of the management.
Opponents of mandatory auditor rotation point out that modern day
corporations that have complex financial operations cutting across national
borders demand auditors who are well versed in accounting standards and
auditing rules specified by the laws and regulations of each country.
Accordingly, opponents argue that mandatory audit firm rotation can pose
even greater threat to audit quality by resulting in loss of continuity and
reducing audit competence. In addition they point to the increase in
training costs by audit firms which are eventually likely to be passed to the
audit clients.
Those who do not support mandatory audit firm rotation do acknowledge
the potential problems that can arise out of long term association of the
auditor with the client. What they disagree with is whether rotating the
audit firm is the best way to solve the problem given the potential cost that
mandatory rotation involves. Instead they suggest that the improving the
regulatory framework governing the appointment and functioning of the
auditor, enhancing accounting and reporting standards, and making
auditors responsible for their oversight role would be a safer and better
way of ensuring audit independence.
Given the equally persuasive arguments of both sides, regulators in various
countries have tried to strike a balance between the need for a fresh look
with concerns about loss of continuity and decline in audit quality and
competence, by requiring audit partner rotation instead of rotation of the
audit firm itself. In India, the NCC recommended that all partners and at
least half of the audit engagement team (excluding article clerks) to be
rotated after five years. The recommendation also provided for a cooling
period of five years before rotated members can join the audit engagement
team for the particular audit client. In the US, the SEC rules (208-4) require
the lead partner and the concurring partner to rotate after every five years

15
and specify a five-year time out period before they can return to the audit
engagement team. In addition, the rules also define “audit partners” as
those who played a significant part in the auditing process and require
them to rotate after seven years of engagement and subject to a two year
time out period before joining the audit engagement team.
In the US, rotation rules were very lax, until the enactment of the SOX Act
which made sweeping changes. In India, there are no formal rules regarding
auditor or audit partner rotations and the recommendations of the NCC
represent the first attempts to formalize the norms in this respect. In
general, the NCC recommendations regarding auditor rotation are very
similar to those specified under the SOX regulations, but these have not
been adopted in the Companies Bill, 2009. Mandatory rotation exists for
government firms but not for private listed companies. This omission leads
urgent rethinking, especially in light of the Satyam failure 15 which brought
into focus the importance of having vigilant auditors and audit committees
in corporate governance.

2.2 Powers, responsibility and accountability of

auditors
Given the enormous importance of auditors in ensuring the integrity of the
financial reporting process, the law gives adequate powers to the auditors
to help them discharge their functions effectively and the same time
requires that auditors follow prescribed auditing standards and take
responsibility of their actions. Section 126 of the Companies Bill, 2009 gives
the auditors the right to access to all information relevant for the audit from
any place in
India.
In the case of a holding company, Section 126 gives the auditors the power
to access the records of all its subsidiaries that it deems necessary for
preparing consolidated accounts. The last provision is particularly
important given the presence of business groups which have listed
companies with multiple subsidiaries and for which proper consolidated
accounts are required to judge the financial health of the companies.

15 For a detailed examination of the case of Satyam, see (Chakrabarti and Sarkar,
2010; Chakrabarti et al., 2010).

16
The Bill also makes unilateral replacement of the auditor difficult by
requiring a “Special Resolution” to be passed before an auditor can be
removed from office before the expiry of its term. However, the NCC
recommendations that a “Special Resolution” be passed in the case of a
retiring auditor, who is otherwise qualified for re-appointment is replaced,
has not been included in the Companies Bill (2009).
In terms of ensuring auditor responsibility, the Companies Bill (2009)
requires the auditors to prepare and sign an Auditor’s Report that has to
read to the shareholders in the “Annual General Meeting” (AGM) with the
report being available for inspection by any shareholder. The audit report
must state whether the auditor obtained all information that were relevant
to the audit, that all internal controls are in place and proper books of
accounts have been kept and that the financial statements have prepared in
accordance to the accounting and auditing standards specified by the
National Advisory Committee on Accounting and Auditing Standards 16 and
give a true and fair view of the state of affairs of the company at the end of
the financial year. The Bill requires the auditors to point out qualified
opinion, reservation or adverse remark relating to the maintenance of
accounts and in case a qualified opinion is passed, the auditor’s report has
to state the reasons behind it. The NCC recommendation that the audit firm
should send a copy of the qualified report to the Registrar of Companies
(ROC), SEBI and the relevant stock exchange. This would inform
management about the same, has not been incorporated in the Companies
Bill (2009).

2.3 Penalties for violations

It has been often said that even when rules and regulations are adequate,
the penalty levels for contravention of rules are so low that they fail to act
as effective deterrents to their contravention. In the existing Companies Act
of 1956, the penalty on companies and the relevant officers was rupees five

16 Accounting and auditing standards in India are notified by the Central

Government based on the recommendations of the National Advisory Committee on
Accounting and Auditing Standards. The “Advisory Committee” prepares its
recommendations in consultation with the Institute of Chartered Accountants of India
(ICAI). In cases, where accounting standards for certain items are yet to be notified by
the Central Government, the standards specified by the ICAI are deemed to be the
auditing standards.

17
hundred, and that on the auditor was rupees one thousand and that too for
only willful default! (Sections 232 and 233)
The Companies Bill (2009) addresses this issue by mandating much stiffer
punishment for any violation of the rules governing the audit process. It
provides not only monetary penalties but also imprisonment. Under Section
130 of the Bill, any contravention of the auditing rules by the company
attracts fines ranging from rupees twenty five thousand to rupees five
lakhs. If an officer is in default, the fines range between rupees ten thousand
to rupees one lakh and imprisonment up to one year. Penalties for auditor
range between twenty five thousand to five lakh and for willful
contravention, the penalties could be as high as rupees twenty five lakh
with up to one year in imprisonment. In addition the auditors are required
to refund the remuneration received and, more importantly, pay for
damages to the company or to any other persons for loss arising out of
incorrect or misleading statements in the audit report.

2.4 Independent Oversight of the Auditors

The SOX Act has set up the Public Companies Accounting Oversight Board
(PCAOB) “To oversee the audit of listed companies in order to protect
investors’ and public interest in matters relating to the preparation of
audited financial statements.”17 The SOX Act empowers the PCAOB to
register all audit firms, establish auditing rules, conduct periodic inspection
of audit firms, carry out investigation and disciplinary proceedings against
errant firms and ensure compliance with all the accounting and auditing
rules specified under the SOX Act and the SEC rules.
The NCC reviewed the necessity of establishing a Public Oversight Board in
line with the PCAOB, but ultimately did not recommend its establishment
largely keeping in view that its establishment requires the consolidation of
powers which are now distributed among the various regulatory
authorities like the Department of Company Affairs (DCA), the SEBI, the
Reserve Bank of India (RBI) and the like into a single regulatory body which
is impractical. Instead, the NCC provided for the establishment of
independent Quality Review Boards (QRBs), “to periodically examine and
review the quality of audit, secretarial and cost accounting firms, and pass
judgement and comments on the quality and sufficiency of systems,

17 http://www.sec.gov/rules/final/33-8183.htm

18
infrastructure and practices.” The main objective behind the
recommendations was to speed up the investigation and adjudication
process, of complaints received against errant member firms, while keeping
the process out of conflict with the provisions of the existing Acts. To this
extent, the committee detailed out an elaborate institutional structure
consisting of a “Prosecution Directorate”, “Disciplinary Committee” and an
appellate body which were responsible for timely disposal resolution of the
various stages of a disciplinary process. It is hoped that the QRBs will
further strengthen the integrity of the financial reporting process by
requiring auditors to be more vigilant in the discharge of their functions.

3 Audit committee
The audit committee plays a vital role ensuring the independence of the
audit process. Auditing the operations of modern corporations is a complex
process requiring understanding of the rules and judgements made by the
management in preparing the financial statements. For verification of these
financial statements, the auditor requires access to all necessary documents
and a truthful explanation of all procedures. It is unlikely that this can be
expected from the inside management whose very actions is the subject of
the auditing process. Even if management is truthful, there is a need to
insulate the verification process from the influence of the inside
management so that outsiders perceive the audit process as independent as
they cannot directly observe the managers truthfulness. If auditors are
hired by the management and they decide the scope of auditing services
and auditor’s compensation, the audit process is unlikely to be perceived as
independent.
The audit committee has been formed to act both as a conduit of
information supplied by the management to the auditors, and at the same
time to insulate the auditor from the pulls and pressures of the
management. The audit committee is therefore required to be
“independent” of the management and has the responsibility of deciding the
scope or work, including the fixation of audit fees and determination of the
extent of non-audit services. The basic idea is to make the auditor not to be
dependent on inside management, both in it terms of discharge of its
functions as well as in terms of its survival.

19
3.1 Size and composition of the audit committee
There is a concerted move across all countries to require listed companies
to have an audit committee of a minimum size, to ensure that members are
financially literate and to make them independent of the management (see
Box 3.1 and 3.1). In India, the constitution of audit committees is now
mandatory for listed companies both under the Companies Bill (2009) as
well as under Clause 4918 of the SEBI Act. Section 158 of the Companies Bill
(2009) requires all listed companies to have an audit committee with a
minimum of three directors with independent directors forming a majority
and at least one director having knowledge of financial management, audit
or accounts. The chairman of the audit committee has to be an independent
Box 2: Cross-country comparison of regulations governing audit
committees: OECD
NYSE Listing Standards, 2004 (USA): Listed companies must have an Audit
Committee. The audit committee must have a minimum of three members. All members
of the audit committee must satisfy the requirements for independence. Each member
of the audit committee must be financially literate, and at least one member of the audit
committee must have accounting or related financial management expertise.

Corporate Governance Principles and Recommendations, 2007 ASX

Corporate Governance Council: The board should establish an audit committee. The
audit committee should be structured so that it consists only of non-executive directors;
consists of a majority of independent directors; is chaired by an independent chair, who
is not chair of the board; has at least three members. The audit committee should be of
sufficient size, independence and technical expertise to discharge its mandate
effectively.

The Combined Code on Corporate Governance, 2003 (UK): The board should
establish an audit committee of at least three members (or in the case of smaller
companies two) who should all be independent non-executive directors. The board
should satisfy itself that at least one member of the audit committee has recent and
relevant financial experience.

OECD Principles of Corporate Governance, 2004 When committees of the board are
established, their mandate, composition and working procedures should be well
defined and disclosed by the board. In order to evaluate the merits of board committees
it is therefore important that the market receives a full and clear picture of their
purpose, duties and composition.

18 Securities and Exchange Board of India (SEBI), Clause 49 Regulations, Circular

No. SEBI/CFD/DIL/CG/1/2004/12/10 October 29, 2004. http://www.sebi.gov.in

20
director. The company is required to disclose the composition of the audit
committee in its Director’s Report.
Under Clause 49, all listed companies are required to have an audit
committee of at least three directors of which two thirds should be
independent. Clause 49 also requires the audit committee to meet at least
four times a year with the gap between two successive meeting not
exceeding four months. This regulation tries to ensure the quality of audit
committee by requiring that all audit committee members to be “financially
literate” with at least one member having “accounting or related financial
management expertise.”
The regulations regarding size, composition, and expertise under Clause 49
mirrors the New York Stock Exchange (NYSE) regulations in many respects,
Box 3: Cross-country comparison of regulations governing audit
committees: Emerging markets
Clause 49 of stock exchange Listing Agreement, 2004, SEBI (India): All listed
companies should have a Audit Committee. The audit committee shall have minimum
three directors as members. Two-thirds of the members of audit committee shall be
independent directors. All members of audit committee shall be financially literate and
at least one member shall have accounting or related financial management expertise.
The Chairman of the Audit Committee shall be an independent director.

Guidelines of Code of Best Practice of CG, 2003, IBGC (Brazil) The Audit Committee
should preferably be made up of independent members of the Board of Directors.
Directors also serving as Officers should not take part in the Audit Committee. The
Board of Directors should provide a formal description of the qualifications, efforts, and
time commitment expected from the Audit Committee. The Committee should set up its
own Internal Regulation and consist of at least three members, all of whom familiar
with basic financial and accounting matters. At least one member should be more
experienced in accounting issues, audits, and financial management.
Code on Corporate Governance Practices, Main Board Listing Rules, 2005, HKEx,
(Hong Kong): Every listed issuer must establish an audit committee comprising non-
executive directors only. The audit committee must comprise a minimum of three
members, at least one of whom is an independent non-executive director with
appropriate professional qualifications or accounting or related financial management
expertise as required under rule 3.10(2). The majority of the audit committee members
must be independent non-executive directors of the listed issuer. The audit committee
must be chaired by an independent non-executive director.

Code of Corporate Governance, 2005, (Singapore): The Board should set up an Audit
Committee (AC). The AC should comprise at least three directors, all nonexecutive, the
majority of whom, including the Chairman, should be independent. The Board should
ensure that the members of the AC are appropriately qualified to discharge their
responsibilities. At least two members should have accounting or related financial

21
 management expertise or experience, as the Board interprets such qualification in its
business judgement.

but there are two important differences. Like Clause 49, Section 303A.07 19
of the NYSE regulations also require the audit committee to be have a
minimum of three members, but under the NYSE regulations the audit
committee is to be constituted entirely of independent directors unlike the
two-thirds rule under Clause 49. Second, the NYSE regulation actively
discourages audit committee members to serve in more than three audit
committees and require that the company make an affirmative
determination of the ability of an audit committee member to effectively
discharge his/her responsibilities in case he/she serves in more than three
audit committees. The company is required to disclose the basis of such
determination in the company’s proxy statement or annual report. No such
affirmative determination is required under Clause 49.
The NCC committee expressly pointed to the considerable amount of
additional time that an Audit Committee requires “to successfully discharge
its obligations in letter and in spirit.” This observation acquires special
significance due to the high incidence of multiple directorships in India
(Sarkar and Sarkar, 2009) and the fact that many companies belonging to
business groups have multiple subsidiaries which demand significant
amount of time by audit committee members to oversee the preparation of
consolidated accounts. Section 146 of the Companies Bill (2009) does limit
the number of directorships to fifteen. Clause 49 restricts the number of
committee memberships to ten and the number of Chairmanship to five
that directors can have in public limited companies. However, no separate
restrictions exist for directors serving on audit committees. Indeed even the
above restrictions are considered to be liberal to allow the directors to fully
discharge their functions and responsibilities.
Another area which needs tightening in Clause 49 is the definition of
“financially literate” and the conditions under which a member will be
considered to have “accounting or related financial management expertise.”
Currently, these are too broad and open ended. As the NCC points out, while
“While one member of the committee may be positioned as the one having
“financial and accounting knowledge”, it is worth asking how deep that
knowledge is, especially given the new accounting standards and

19 NYSE Stock Exchange, Listed Company Manual, http://nysemanual.nyse.com/ lcm/

22
complexities”. To be fair, the NYSE regulations which also have exactly the
same requirements, does not even define these terms but instead gives the
board the ultimate power to determine if in its business judgement, the
qualification of a person is satisfactory enough to induct him/her as an
audit committee member. A much tighter definition of financial expertise
comes from the “SK Regulations” (See Box 3.1) in the United States which
requires all companies filing financial statements with the SEC to declare if
their audit committees contain an “audit committee financial expert”. The
regulations specify four attributes which a person must possess to qualify
as an “audit committee financial expert” and list four alternative ways in
which

Box 4: Definition of “audit committee financial expert” under S-K

Regulations
SEC rules: Item 401 of Regulations S-K define an “audit committee financial expert” as a
person who has the following attributes:
1. An understanding of generally accepted accounting principles and financial
statements.
2. The ability to assess the general application of such principles in connection with
the accounting for estimates, accruals and reserves.
3. Experience preparing, auditing, analysing or evaluating financial statements that
present a breadth and level of complexity of accounting issues that are generally
comparable to the breadth and complexity of issues that can reasonably be
expected to be raised by the registrant’s financial statements, or experience
actively supervising one or more persons engaged in such activities.
4. An understanding of internal controls over financial reporting.
5. An understanding of audit committee functions.
Further, a person shall have acquired such attributes through:
1. Education and experience as a principal financial officer, principal accounting
officer, controller, public accountant or auditor or experience in one or more
positions that involve the performance of similar functions.
2. Experience actively supervising a principal financial officer, principal accounting
officer, controller, public accountant, auditor or person performing similar
functions.
3. Experience overseeing or assessing the performance of companies or public
accountants with respect to the preparation, auditing or evaluation of financial
statements; or
4. Other relevant experience.

23
these attributes must have been acquired by such a person. 20 The Clause 49
regulations, moving a step forward from the NYSE regulations, make an
attempt to put some guidelines for defining what qualifies a member as
having “accounting or related financial management expertise” but these
are well short of the S-K definition.

3.2 Role and power of the audit committee

In addition to the size, composition and the expertise of the audit committee
members, Clause 49 specify detailed guidelines regarding the role and
powers of the audit committee. These regulations are mirrored in Section
158 of the Companies Bill (2009). Under Clause 49, the role of the audit
committee is to provide oversight of the company’s financial reporting
process and ensure the credibility, correctness and the sufficiency of the
disclosure that are required under the Companies Act of 1956, and the
various stipulations specified by SEBI. The audit committee is also
responsible for recommending to the Board regarding the appointment, re-
appointment, and if required, the removal of the statutory auditor, and
fixing the audit fees. The audit committee also has the responsibility of
approving all non-audit activities of the statutory auditors and the fixation
of the non-audit fees. The audit committee is required to review with the
management the annual financial statements before submission to the
Board for approval especially with respect to changes in accounting
policies, audit qualifications, significant adjustments arising out of auditor
findings, major accounting entries based on judgements made by
management, disclosure of related party transactions and audit
qualifications. Clause 49 also gives powers to the audit committee to
investigate into any matter that is included in its terms of reference, seek
any information from any employee, and to obtain external legal or
professional advice that it considers necessary.
A significant number of proactive regulations have been enacted in India
since the 1990s. For first time the Companies Amendment Bill of 2000
made the formation of audit committees mandatory for all companies with
paid up capital of Rs. 5 crores. Clause 49 that was first notified in February
2000, reiterated this requirement for all listed companies. It required the
formation of audit committee and specified its roles and functions. The
amended version of Clause 49 that was notified in October 2004 detailed
out the role, power and functions of the audit committee. The Companies

20 http://www.sec.gov/rules/final/33-8177.htm

24
Bill (2009) has also listed down the power and functions of the audit
committee which were not specified under the Companies Act of 1956. But
two aspects that require further attention are the composition of the audit
committee and its authority to implement its decisions. These two aspects
together affect the independence of the audit committee and its
effectiveness in ensuring the integrity of the financial reporting process.

3.3 Dilution of audit committee independence

A review of the sequence of regulations shows that there has been a steady
dilution of the impendence requirement with respect to the audit
committee. The original Clause 49 regulations required the audit committee
to have a minimum size of three and to be e constituted entirely of non-
executive directors with majority of them being independent. 21 The revised
Clause 4921 removed the non-executive director requirement and instead
specified that the audit committee to have a minimum of three members
with two-thirds of them being independent. Given the specification of a
minimum size of three, the move from the majority to the two-thirds rule
did not impose any extra independence burden. 22 The only effect of the
revised Clause 49 regulations was that management directors could now be
part of the audit committee. The Companies Bill, 2009 follows the revised
Clause 49 regulations by not insisting that the audit committee comprise
only of non executive directors but reverts to the majority rule form the
two-thirds rule.23
If the idea of allowing management presence in the audit committee is to
get management input into the financial reporting process, then the same
be easily obtained as elsewhere Clause 49 specifically empowers the audit
committee can invite any of the executives, as it considers appropriate to be
21 Securities and Exchange Board of India (SEBI), Clause 49 Regulations, Circular No.
SMDRP/POLICY/CIR-10/2000, dated February 21, 2000. http://www.sebi.gov.in
21
Securities and Exchange Board of India (SEBI), Clause 49 Regulations, Circular No.
SEBI/CFD/DIL/CG/1/2004/12/10 October 29, 2004. http://www.sebi.gov.in
22 For an audit committee size of 3, 4 and 6 the two requirements are effectively the
same. For size 5 only the modified would require 4 independent directors as opposed
to 3 under the previous regulations. For audit committees of size seven or more, the
modified regulations would require more independent directors, but very few
companies have audit committees with more than seven or more members.
23 Section 158 (2) of the Companies Bill, 2009 specifies that “The Audit Committee
shall consist of a minimum of three directors with independent directors forming a
majority and at least one director having knowledge of financial management, audit or
accounts.”

25
present at the meetings of the audit committee. The overwhelming
objective of the regulations with respect to the audit committee should be
to ensure that the audit committee is truly independent of the management.
Seeking management input should be a discretionary choice of the
committee and not mandated by law.
The NCC in its report, while applauding the existing Clause 49 regulations
on the audit committee, pointed out that one area that needed
improvement and tightening was the composition of the audit committee
and recommended that if the audit committee is perceived to be
independent, then it should consist only of independent directors.
Unfortunately this has not been incorporated in the Companies Bill (2009).
In a situation where regulations all over the world are trying hard to
increase investor confidence in the financial reporting process by
envisaging an audit committee that is perceived as a body independent of
the management (Boxes 3.1 and 3.1), regulations in India seem to be falling
behind.
The lower independence requirement regarding the composition of the
audit committee has to be seen in context of the fact that the audit
committee’s recommendations relating to hiring, oversight, compensation,
and firing of the outside auditor are not binding on the Board. While Clause
49 is silent on this matter, Section 158 (9) of the Companies Bill (2009)
(and currently under Section 292-A of the Companies (Amendment) Act,
2000) states if the Board does not accept the recommendations of the audit
committee, reasons therefore should be communicated to shareholders. 24
This is quite in contrast to the regulation in the US where under the SOX Act
of 2002, implemented by SEC under Rule 10A-3, the audit committee is
“directly responsible for the appointment, compensation, retention and

24 Recommendation 4.7(11) of the Sanjeev Reddy Report on Corporate Excellence

(2000) commissioned the Department of Company Affairs which forms the basis of the
2000 Amendment states that the audit committee being the creature of the Board
“should be subordinate to the authority of the Board. The Board should have the
authority to override any decisions of the Committee. In the interests of the
professionalism and transparency, where the Board disagrees with any material
decision of the Audit Committee, there should be a disclosure requirement in the
annual reports to set out any such instances together with the reasoning of the Board
for such decisions.” Similar recommendations are found in the J.J Irani Committee
Report on Company Law which forms the basis of the Companies Bill (2009) which
states that “The recommendation of the Audit Committee if overruled by the Board,
should be disclosed in the Directors’ Report with the reasons for overruling.”

26
oversight” of the statutory auditor and each such statutory auditor “must
report directly to the audit committee.”
The power of the Board to overrule the decision or recommendations of the
audit committee has to be also seen in context of the current Clause 49
regulations governing Board independence. Clause 49 allows the Board to
have only one-third independent directors in case of a non-executive
Chairman. Allowing the Board to overrule the recommendations of the
audit committee brings in the possibility of management overrule as the
Board will be dominated by insiders in this case. Even in the case of a board
with an Executive Chairman, where Clause 49 regulations require
independent directors to consist of at least fifty percent, the strength of the
inside directors is evenly poised with that of the independent directors and
possibly tilted towards the management as the Chairman is an insider.
Under the Companies Bill (2009), this problem will be further aggravated as
the proposed regulation with respect to board composition require
companies to have only a minimum of one-third of the board to consist of
independent directors and does not make any distinction between
companies with executive and non-executive status of the Chairman. 25

Ensuring the integrity of the financial reporting process by providing

independent oversight by the audit committee is paramount for
governance. The SOX regulations try to ensure this by requiring the audit
committee to consist entirely of independent directors and giving it the sole
authority to discharging all audit-related functions. The SOX Act has no role
for independent directors apart from serving in the audit committee. The
NYSE listing regulation provide for a majority independent Board to
oversee the overall running of the company. Together they provide an
environment for more independent reporting of the numbers. In India in
contrast, the audit committee is much more subject to the influence of the
management. The power of the Board to overrule the recommendations of
the audit committee and the current regulations governing Board
composition makes the audit committee in India less powerful and more
subjected to the influence of the management than it is in the US.
While Clause 49 has details specifications regarding the powers, role and
review of the audit committee, it does not formally require the preparation
of an audit committee report as required under the SEC regulation. The
Quarterly Compliance Report stipulated under Clause 49 only require the
company to report the compliance status (reported as “yes” or “no”) with
25 Section 132(3) of the Companies Bill (2009).

27
respect to the various aspects of audit committee functioning which
amounts to tick box regulation. The suggested items for inclusion in the
Annual Corporate Governance Report with respect to audit committees only
require the company to give a brief description of the terms of reference,
composition, including name of members and chairperson, along with
meetings and attendance of the audit committee during the year.
The NCC recommended that the role and functions of the audit committee
be laid down in an Audit Committee Charter and recommended that the
chairman certify whether the audit committee discharged all the functions
listed in an audit committee charter which would form the Action Taken
Report to shareholders (ATR). The NCC further recommended that the
statement should also certify whether the audit committee met with the
statutory and internal auditors, without the presence of management, and
whether such meetings revealed materially significant issues of risks. The
NYSE regulations are clear is specifying that for the audit committee “to
perform its oversight functions most effectively, it must have the benefit of
separate sessions with the management, the independent auditors and
those responsible for the internal audit function.” Currently, Clause 49
regulations do not specifically require the audit committee to meet
separately the external auditor and the internal auditor, and without the
management to get an independent assessment of the internal audit
procedure. Similar requirements are also not included in the Companies Bill
(2009).
The general tone of the SEC regulation is that the audit committee is a body
that is independent of the management and works closely with the external
auditor to ensure that the management justifies all critical accounting
policies and practices that it uses in preparing the financial statements. The
NYSE rules specifically state that one of the duties and responsibilities of
the audit committee is to “review with the independent audit any audit
problems or difficulties and management’s response.”
In contrast, under Clause 49, the audit committee reviews “with the
management” the financial reporting process and evaluates the
performance of the internal and external auditors which gives the notion of
a teamwork of which the management, the internal auditors, the audit
committee and the external auditors are equal partners. This probably
reflects the philosophy of “self governance” and the often made assertion
that “compliance should come from within”. Only time will tell which
approach is more justified.

28
4 Effectiveness of audit committees and auditor
independence: empirical evidence
Audit committee and auditor independence have been important areas of
research in the accounting literature. Studies on audit committees have
focused on the independence, activity, and on the financial expertise of the
audit committee members. Research on auditor independence have focused
on the extent of non-audit services provided by the external auditor as well
audit firm tenure, both of which are generally seen as hindrances to auditor
independence. Renewed interest on these topics have emerged in light of
the new regulations that were enacted in the wake of the major corporate
scandals in the US, particularly the collapse of WorldCom and Enron and
the consequent enactment of the SOX regulations. The SOX regulations have
been a reference point of similar reforms initiated in many other countries
relating to audit committees and auditor independence. The SOX
regulations emphasize not only the independence but also the financial
expertise of the audit committees. Similarly the SOX regulation and the
recent provisions of the new Companies Bill 2009 in India prohibit a
number of non-audit services which are conceived to be a hindrance to
auditor independence.
The extant literature provides strong empirical support that both
independent audit committees and higher levels of audit independence
have a significant beneficial effect on enhancing the quality of disclosures,
in reducing discretionary earnings management, increasing the
informativeness of earnings, and in general enhancing the value of the firm.

4.1 Studies on auditcommittees and earnings

management
Earnings management occurs when managers use judgement in financial
reporting and in structuring transactions to alter financial reports to either
mislead some stakeholders about the underlying economic performance of
a company or influence contractual outcomes that depend on reported
accounting numbers (Healey and Wahlen, 1999).
A number of empirical studies have looked at the relation between audit
committee independence and earnings management. The study by (Klein,

29
2002) which analyses the relation between audit committee and board
characteristics and earnings management using a two year sample of 500
S&P firms, finds that independent audit committees significantly reduced
abnormal accruals as did an independent boards. Reductions in audit
committee independence are accompanied by large increases in abnormal
accruals. The effect is most pronounced when the board or the resultant
audit committee is comprised of a minority of outside directors i.e., when
audit committee changes from majority to minority of independent
directors.
Carcello et al. (2002) used a sample of 100 Fortune-500 companies to
examine if a more independent audit committee tries to protect its
reputation by insisting on differentially higher audit quality. The authors
hypothesize that this should lead to the demand for higher audit effort and
consequently to the hiring of high quality auditors. Consistent with this
conjecture, the study finds a positive relation between audit fees and audit
committee independence, diligence, and expertise.
Abbott et al. (2003) addresses issues relating to auditor-client
independence using a sample of 538 companies for the year 2001.
Rendering of certain types of non-audit services is perceived by regulators
as hampering auditor independence. Independent audit committees may
have incentives to limit non-audit services and accordingly, non-audit fees,
to enhance auditorindependence in either appearance or fact. The study
finds that active and independent audit committees, consisting of fully
independent directors and meeting at least four times a year, are associated
with significantly lower nonaudit fee ratio. The evidence is consistent with
the general perception that high level of non-audit fees could act as a
hindrance to auditor independence.
Many studies examine whether the financial expertise of the audit
committee matters in increasing the quality of accounting disclosures. For
example, Yeh and Woidtke (2007) examine the effect of concentrated
ownership, independence of the audit committee and the presence of
financial expertise on earnings informativeness. Earnings informativeness
measures how stock market returns respond to changes in measures of
accounting performance. The study is based on a sample of 450
observations consisting of the largest 150 companies each from three East
Asian countries namely, Singapore, Hong Kong and Malaysia. The study
finds that concentrated ownership reduces earnings informativeness.
However, independent audit committees enhance earnings informativeness

30
only if there are independent directors in the audit committee with
financial expertise. In addition, the positive benefits of having an
independent audit committee along with directors having financial
expertise more than offset the detrimental effect that is associated with
concentrated ownership.
Similarly, Xie et al. (2003) using a sample of 110 firms from the S&P 500 for
three years, 1992, 1994, and 1996, show that audit committees with
members having corporate or financial backgrounds are associated with
lower earnings management. Similar results are found for frequency of
meetings by the audit committee. The study shows that it is not
independence per se but the quality and activity of the audit committee
which is important.

4.2 Studies on auditor independence and earnings

management
Auditor independence has been another area of intensive research in the
accounting literature. Auditor independence has been generally proxied by
the ratio of non-audit to audit fees under the assumption that a relatively
higher non-audit fee makes the auditor more dependent on the company
for its economic survival and hinder and comprise its ability to fully and
faithfully discharge its audit related functions. Accordingly, studies in this
genre have looked at the effect auditor independence on earnings
management, earnings informativeness, and other measures of earnings
quality.
Frankel et al. (2002) examine whether auditor fees are associated with
earnings management and how the market reacts to the disclosure of
auditor fees. Using data collected from proxy statements, they find that non-
audit fees are positively associated with small earnings surprises and the
magnitude of discretionary accruals, while audit fees are negatively
associated with these earnings management indicators. They also find
evidence that share values of firms which reported higher ratios of non-
audit fees too audit fees were lower on the date the fees were disclosed,
although the effect is small in economic terms.
In related work, Srinidhi and Gul (2007) explore the relation between
nonaudit fees and accrual quality to analyse if in settings where audit
quality is compromised by a loss of auditor independence, managers used

31
accruals more opportunistically and thereby drive down the accrual quality.
They also examined if higher audit effort and quality as which are proxied
by higher audit fees translate into better accrual quality. Their results show
that accrual quality has a significant negative association with the
magnitude of non-audit fees and a significant positive association with audit
fees. However, not all studies tend to find evidence that non-audit fees are
associated with biased financial reporting (Huang et al., 2007).
It is difficult to compare findings of studies from different countries as the
ratio of non-audit to audit fees is only a proxy of auditor independence
which can also depend significantly on the institutional and legal
framework of the respective countries, and in particular on its accounting
standards and punitive actions in case of accounting violations.

4.3 Studies on auditor rotation and earnings

management
The issue of audit independence and audit firm rotation has been highly
debated in the accounting literature. As mentioned earlier, the debate
highlights two opposing perspectives with the proponents emphasizing the
need to have a “fresh look” at periodic intervals to ensure client-auditor
independence and auditor efficiency while the opponents highlighting the
risk of lower audit quality and higher audit failures that can occur due to
the loss in continuity and audit competence created by mandatory audit
firm rotation (Hoyle, 1978). Academic studies till date have not been able to
produce conclusive proofs about the benefits of audit firm rotation while
there are good evidences of the risks.
For example, Myers et al. (2003) find that earnings quality is actually lower
in firms with shorter audit tenure. They interpret their results as suggesting
that longer auditor tenure results in auditors placing greater constraints on
management decisions in the reporting of financial performance. Other
research indicate that a greater proportion of audit failures occur with
newly acquired clients (Berton, 2007; Petty and Cuganesan, 2006) and that
auditors’ litigation risk is higher in the initial years of audit engagement
(Palmrose, 2006).
One problem with these empirical studies is that they cannot test if rotating
auditors will enhance audit quality as very few companies have in practice
rotated auditors since the law does not require then to do so. Most of the

32
empirical findings cited above use length of audit tenure in their analysis
and then extrapolate their findings to the case of zero tenure i.e., auditor
rotation. However, this may not be the correct approach as auditor rotation
is a discrete event and may not be predictable from these models which
treat tenure as continuous.
Notwithstanding the findings of the empirical studies, theoretical
arguments imply that there ought to be term limits for auditors or at least
the audit engagement team. Surely, longer tenure is better in that the
understanding of auditor of the internal workings of the companies
increase with it. But longer the tenure, higher is the risk of management
influence on the auditor. Thus there ought to be some point where rotating
auditors or audit partners would result in higher net benefits.

5 Trends in audit committee and auditor

characteristics in India
This section presents trends in characteristic of audit committees, their size,
composition, and activity as well as extent of non-audit services provided
by auditors in Indian companies.
These trends are presented for the period 2005 to 2008 based on a
balanced panel of the top 500 listed companies 26 in India terms of market
capitalization as on March 31st, 2008. Table 1 presents trends in audit
committee size. This table and all subsequent ones are constructed based
on the disclosures made in the corporate governance reports filed by the
companies. The year 2006 marks the year when all listed firms were
required to comply with the revised provisions of Clause 49 which were
first notified on October 29, 2004 but came into effect from January 1, 2006.

Table 1 Distribution of firms according to size of audit committees

Size 2005 2006 200 2008
7
2 0.30 2.19 0.51 1.25
3 57.19 50.27 51.39 49.87
4 29.64 33.61 34.43 36.84
5 7.78 9.02 9.87 8.02

26 Financial firms are excluded from the analysis.

33
 6 2.99 3.83 3.04 3.26
7 2.10 0.55 0.51 0.50
8 0.00 0.27 0.00 0.25
9 0.00 0.27 0.25 0.00
Average 3.62 3.66 3.66 3.62
No. of 334 366 395 399
firms
Source: Annual Reports of Companies, SANSCO

Judged in the context of Clause 49 regulations requiring listed companies to

have audit committees with a minimum of three members, Table 1 shows
that nearly all companies have complied with the regulation.
A majority of the companies, however have constituted their audit
committees with the minimum size required under the regulations, with
one third of the companies adding one extra member. There are very few
companies that have audit committees with more than five members.
Tables 2 and 3 show the trends in audit committee independence.
Recalling that Clause 49 requires all audit committees to have at least 2 to 3
of its members as independent directors, Table 2 shows that the mean of
independent directors to be around 80 in these four years. Notwithstanding
this observation, about 15 percent of the companies did not comply with
the regulations in 2006. However, companies seem to be making an effort
to comply with the regulations with the extent of non-compliance
decreasing to just over 10 percent by 2008.

34
Table 2 Trends in audit committee independence: Distribution of
companies

Fraction of Year
Ind. Directors
2005 2006 2007 2008
f < 2/3 8.16 15.32 12.76 10.35
2/3 ≤f < 3/4 18.43 18.11 22.45 23.48
3/4 ≤f < 1 18.43 22.84 25.51 28.28
f=1 54.98 43.73 39.29 37.88
Companies (number) 334 366 395 399
Fraction of Ind. Directors 0.85 0.78 0.78 0.79
Fraction with Managing
Director in the audit committee
(%) 19.51 19.70 19.90 22.47
Source: Annual Reports of Companies, SANSCO

A striking observation with regard to audit committee independence is the

steady decline in the percentage of companies with fully independent audit
committees. While in 2005 more than half of the companies had voluntarily
chosen to have a fully independent audit committee, this percentage has
steadily declined to just over one-third by 2008. What is instead observed is
a very steady move to have audit committees which are just in accordance
with the minimum independence requirement that is prescribed under the
law.27

This is further borne out by the steady increase in the proportion of

companies that have an executive (management) director present in audit
committees from 2006 to 2008. Recall that until 2006, when the revised
Clause 49 same into effect, the audit committee was required to consist only
of non-executive directors. The revised Clause permitted executive
directors to be part of the audit committee and what we observe since then
is a change in audit committee composition that seems to be a direct
response to the change in regulation. The steady decline in fully

27 Given the size distribution of audit committees in Table 1, a fraction between 2/3
but less than 1 implies a mandatory compliance under the Clause 49 regulations.

35
independent audit committees is also consistent with this change in
regulation as non-executive directors are more likely to be also
independent directors.28
The trends in independence presented in Table 3 for different sizes of audit
committees confirm that the decline in fully independent audit committees
is true for of all sizes though the decline is more pronounced for audit
Table 3 Trends in audit committee independence: Distribution of
companies

The following tables describe the fraction of independent directors on the audit
committees of companies in India as a measure of audit committee independence, and how
this has changed in the period from 2005-2009 for Indian companies. This is shown for
companies with different sizes of audit companies, where the size = 3,4,5,6.

Fraction of Size=3 Size=4

Independent
Directors 2005 2006 2007 200 2005 2006 200 2008
8 7
f < 2/3 7.41 7.73 8.50 6.53 6.06 15.97 10.29 9.72
2/3 ≤f < 3/4 28.04 32.04 39.50 42.21 0.00 0.00 0.00 0.00
3/4 ≤f < 1 0.00 0.00 0.00 0.00 48.48 52.10 61.76 62.50
f=1 64.55 60.22 52.00 51.26 45.45 31.93 27.94 27.78
No. of Firms 189 181 200 199 99 119 136 144
Size=5 Size=6

2005 2006 2007 200 2005 2006 200 2008

8 7
f < 2/3 23.08 30.30 38.46 31.25 11.11 28.57 16.67 15.38
2/3 ≤f < 3/4 0.00 0.00 0.00 0.00 33.33 35.71 58.33 61.54
3/4 ≤f < 1 50.00 51.52 38.46 59.38 0.00 21.43 8.33 15.38
f=1 26.92 18.18 23.08 9.38 55.56 14.29 16.67 7.69
No. of firms 26 33 39 32 9 14 12 13
Source: Annual Reports of Companies, SANSCO

28 Non-executive directors could be independent directors or gray directors. Gray

directors are those who are related to the executive directors or have a financial
interest in the company. Companies belonging to business groups often have family
members serving as gray directors on company boards.

36
committees which are bigger in size. The bigger audit committees also have
higher non-compliance with the Clause 49 requirements. For example, in
2008, almost one third of the audit committees with size 5 did not have the
requisite number of independent directors required under Clause 49.
Table 4 presents the distribution of companies according to the number of
meetings held. Clause 49 requires the audit committee to have at least 4
meetings per year with not more than four months of gap between two
successive meetings. It can be observed that there is steady improvement in
compliance with only about 5 percent of the companies holding less than
four meetings in 2008. The mean number of meetings held is nearly five in
the last two years. It appears that many companies are holding meetings as
per their individual requirements and were not simply following the
dictates of the law.
However, an important issue with respect to meetings is the duration of the
audit committee meetings and the preparation time that is given to the
audit committee members to have meaningful discussions about the
financial operation of the companies. FICCI and Thornton (2009) conducted
a a Table 4 Meetings Held by Audit Committees - Distribution of Companies

No. of Meetings Year

Held
2005 2006 2007 2008

0 0.93 0.56 1.03 0.50

1 0.62 3.36 1.28 0.25
2 2.17 1.96 1.28 1.01
3 11.46 6.16 3.59 4.52
4 39.94 43.14 44.10 45.23
5 24.46 23.81 25.13 26.88
6 9.91 11.48 12.31 11.31
7 10.53 9.52 11.28 10.30
Avg. meetings 4.67 4.62 4.83 4.82
held
Companies 323 357 390 398
(number)
Source: Annual Reports of Companies, SANSCO

37
corporate governance review of 500 mid-sized companies which show that,
in 50 percent of the companies, audit committee meetings lasted for less
than two hours while in only 9 percent of the companies did the meetings
went beyond four hours. Similarly, the majority of the companies gave an
average preparation time of up to seven days to the audit committee
members in terms s of mailing them the agenda of the meetings while only
6 percent gave time of more than two weeks.
Additional characteristics of audit committees for the panel of 500
companies are presented in Table 5 for the year 2008, which presents key
measures of audit committee quality that have been the focus of reform
initiatives. Among these are (i) the presence of members with accounting
degree (ii) the number of directorships held by independent directors (iii)
the tenure of the independent directors and (iv) the mean age of
independent directors serving on the audit committee. While audit
committee independence is paramount for ensuring the integrity of the
financial reporting process, there is a growing recognition that what is
perhaps more important is the financial literacy and commitment of the
audit committee members to discharge the various functions entrusted to
them by the law. While Clause 49 does not require audit committee
members to possess accounting degrees, it can be hardly imagined that a
audit committee will be able to do justice to its role without any of its
members having a formal training on the complexity of the accounting
process and the various accounting and auditing standards that confront
today’s corporations.
Table 5 shows that about two thirds of the companies had an audit
committee Table 5 Audit Committee Characteristics (Sample Means) - 2008

Size of Audit Committee (Nos.) 3.65

Size of Board (Nos.) 8.92
Audit Committee has a member with an
accounting degree (%) 63.00
Board has a member with an accounting
degree (%) 95.00
Number of Audit Committee members with an
accounting degree (Nos.) 1.35
Number of Board members with
accounting degree (Nos.) 2.78

38
 Percentage of Audit Committee members with
an accounting degree (%) 40.13
Percentage of Board members with an accounting
degree (%) 31.82
Total number of directorships of independent directors
serving in the Audit Committee (Nos.) 2.61
Median tenure of independent directors serving
in the Audit Committee (Yrs.) 6.53
Median age of independent directors serving in the
Audit Committee (Yrs.) 58.29
Source: Annual Reports of Companies, SANSCO
Directors Database: A Corporate Governance Initiative of Bombay Stock Exchange
prepared in association with Prime Database. http://www.directorsdatabase. com/

with at least one member with an accounting degree. However, where the
audit committee did not have a member with accounting knowledge it was
very likely the Board had one such a member. On an average, forty percent
of the audit committee members had an accounting degree. Another
fundamental condition which need to be fulfilled by audit committee
members is their ability to devote sufficient time to effectively discharge the
all the functions assigned to them by law. As we have seen that the current
SEC regulations discourage directors with more than three directorships to
be members of the audit committee because over the commitment that
comes with too many directorships might hamper the ability of the
directors to dutifully carry out all the functions expected of him/her. In this
context, it is encouraging to note from Table 5 that the average
directorships held by independent directors to be less than three. This is a
welcome development and will hopefully persist in the coming years.
Moving to issues relating to auditor independence, Table 6 presents some
Table 6 Non-Audit services and non–audit fees
2006- 2007-
07 08
Companies where auditors render non-audit services (%) (%)
Indian Business Groups 83.90 85.15
Indian Standalone 75.73 70.54
Foreign Business Groups 84.21 88.24

39
 Foreign Standalone 70.37 62.96
All Companies 80.00 79.40
Non-audit to audit fees by ownership groups (median) (%) (%)
Indian Business Groups 42.00 34.88
Indian Standalone 39.54 26.30
Foreign Business Groups 53.92 56.38
Foreign Standalone 79.42 86.89
All Companies 46.67 35.65
Non-audit to audit fees by size (median) (%) (%)
Small (< 750 crores) 48.33 35.42
Medium (> 750 and < 3400 crores) 41.43 33.50
Large (> 3400 crores) 55.36 44.44
All Companies 46.67 35.65
Source: Annual Reports of Companies, SANSCO

relevant statistics for the same panel of 500 companies, but for the years
2007 and 2008. It can be observed that in eighty percent of the companies,
the statutory auditor was also rendering non-audit services. There is
virtually no change between 2007 and 2008. Comparative figures available
for the US in 2000, which predates the passage of the SOX ACT, show that
out of the 16700 companies which registered with the SEC, only 4100, or 25
percent purchased non-audit services from the external auditor.
Interesting differences surface when the aggregate picture is broken down
into ownership groups. Nearly eighty five percent of companies belonging
to business groups, either domestic or foreign buy non-audit services from
the statutory auditor compared to seventy to seventy five percent for
standalone firms. Second, the percentage of group companies buying non-
audit services shows an increase from 2007 to 2008 while standalone
companies exhibit a decline.
Table 6 also presents the extent of non-audit fees relative to audit fees
earned by auditing firms. Current regulations require that non-audit fees
not to exceed audit-fees. As the data in the table demonstrates, the extent of
non-audit fees in both years was well below the statutory limit. More
encouragingly, the extent of non-audit to audit fees has declined from 46.67

40
percent in 2007 to 35.65 in 2008. Decomposition by ownership groups
shows that extent of non-audit fees to be much higher for foreign
companies than for domestic companies. On an average, the ratio of non-
audit to audit fees were around 40 percent in 2007 compared to 53 percent
for foreign group companies and nearly 80 percent for foreign standalone
companies. More strikingly, while domestic companies exhibit a decline in
the non-audit fee percentage, with the decline more pronounced for
standalone companies, foreign companies exhibit an increase, however
marginal. Decomposition with respect to size shows that the extent of non-
audit fees to be higher in the larger bigger companies for both years.
However, all companies, irrespective of size, show a significant decline in
non-audit fee percentage in 2008.
The above analysis of the empirical trends presents a mixed picture. On the
one hand we observe an increasing trend in compliance. However, at the
same time, we observe a tendency to gravitate to the minimum standards
with respect to audit committee composition. There is little voluntary move
to compose a fully independent audit committee. Instead what we observe
is an increasing trend of inside management to being present in audit
committees. Compared to this, the trends in auditor independence are
better. The data with respect to non-audit services and extent of non-audit
fees tend to suggest that domestic standalone companies, which are also
likely to be relatively smaller in size, are very steadily moving towards the
notion of auditor-company independence envisaged under the regulations.
This is a very welcome development.

6 Conclusions
The theoretical arguments and the empirical literature overwhelmingly
suggest that auditor and audit committee independence plays an important
role in the governance of companies. Currently auditor independence in
India, especially with respect to rendering non-audit services and presence
of conflict of interest, is largely dependent on self regulation. The
Companies Act of 1956 has little to offer in this regard. Under the existing
regulations there are many governance issues with respect to auditor and
audit committee independence in India. Among these, the most important
ones are that (i) no regulation bars an auditor from having family or other

41
close relationship with the audited company or its key management
personnel; (ii) no cooling-off period for audit partners or staff to join audit
clients in a senior management position or client personnel joining the
audit firm; (iii) auditors can provide non-audit services like tax planning,
tax representation before tax authorities, due diligence certification,
mergers and acquisition; (iv) no mandatory audit firm rotation except for
government-owned companies, banks, and insurance companies; and (v)
inside management can be present in audit committees.
The recommendations of the Naresh Chandra Committee have plugged
many of these loopholes. The committee’s recommendations especially
with respect to auditor independence are in line with the best international
practices. The Companies Bill (2009) has incorporated many of these
recommendations. For investors to have confidence in the independence of
the auditor, the Companies Bill (2009) needs to be enacted quickly into law.
However, notwithstanding the passage of the Companies Bill (2009), some
issues that have not been incorporated into the Bill will remain as matter of
concern. Most important among these are the independence of the audit
committee both in terms of its composition and the power of the Board to
overrule its decisions, and the issues related to conflict-of-interest in
auditor-company relationship and audit partner rotation. These issues have
to be addressed in future regulation to make the auditing and oversight
standards in India comparable to those in the more mature economies. If it
is operationally difficult to do further modifications to the statutes in the
immediate future, then the respective stock exchanges should explore the
possibility of incorporating these additional standards of independence in
their Listing Agreement. Since the provisions of the Companies Bill (2009)
can be interpreted as only laying down minimum standards nothing should
prevent the stock exchanges from insisting on higher standards of
independence from companies listed under their supervision.
In conclusion, adequate, relevant and high quality disclosures are one of the
most powerful tools available in the hands of independent directors,
shareholders, regulators and outside investors to monitor the performance
of a company. This is particularly important for emerging economies like
India where there is insider dominance. To this extent, measures that
strengthen auditor independence and enhance the powers, functions, and
the independence of the audit committee will be crucial in the governance
of Indian companies. Governance risk is a key determinant of market

42
pricing of listed securities. A high perceived ’independence quotient’ of a
company’s auditing process can be reassuring to outside shareholders that
can help reduce the risk premium of raising capital thereby providing a
strong business case for strengthening auditor and audit committee
independence.

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