Guidelines on the Disclosure of Fee-Related Information of External Auditors

Accounting Alert

Guidelines on the Disclosure of Fee-Related Information of External Auditors

14 Jan 2025

Background

To enhance the transparency relevant to the external auditor’s independence and align the Commission’s rules on fee disclosure requirements with the Code of Ethics for Professional Accountants duly adopted in the Philippines, the Securities and Exchange Commission (SEC) issued the attached guidelines on the disclosure of fee-related information of external auditors.

Guidelines

• Companies Covered – The guidelines cover public interest entities (PIE) as defined by the Revised Securities Regulations Code (SRC) Rule 68, as amended. These include:

a. Listed companies or issuers with class of securities listed for trading on an Exchange;

b. Issuers which have sold a class of its securities pursuant to a registration under Section 12 of the SRC;

c. Public companies or companies with assets of at least Fifty Million Pesos (P50 million), or such other amount as the Commission shall prescribe, and has Two Hundred (200) or more holders each holding at least One Hundred (100) shares of a class of its equity securities;

d. Companies in the process of filing their financial statements for the purpose of issuing any class of instruments in a public market;

e. Holders of secondary licenses issued by the Securities and Exchange Commission (SEC), Bangko Sentral ng Pilipinas (BSP), and Insurance Commission (IC);

f. Such other corporation that the Commission may consider in the future as imbued with public interest.

• Disclosure of Fee-Related Information of External Auditors – all covered companies shall present in two-year comparative the following information as one of the supplementary schedules in the audited financial statements (AFS) and shall be in accordance with the form and content under Annex “A” of the attached guidelines.

(a) Fees paid or payable to (or agreed fees with) the external auditor/audit firm and network firms for the audit of financial statements on which the external auditor/audit firm expresses an opinion;

(b) Fees other than those disclosed under (a), charged (or billed) to a covered company for the provision of services by the external auditor/audit firm or a network firm during the period covered by the financial statements on which the auditor/firm expresses an opinion;

(c) Any fees, other than those disclosed under (a) and (b), charged to any other related entities over which the covered company has direct or indirect control for the provisions of services by the external auditor/audit firm or a network firm when the external auditor/audit firm knows, or has reason to believe that such fees are relevant to the evaluation of the audit firm’s independence; and

(d) If applicable, the fact that the total fees received by the external auditor/audit firm from the covered company represent, or are likely to represent, more than 15% of the total fees received by the external auditor/audit firm for two consecutive years (fee dependency), and the year that this situation first arose.

The schedule need not be covered by an Auditor’s report.

• Exception – A covered company is not required to attach the supplementary schedule in its AFS if it related to:

(a) A parent entity that also prepares group/consolidated financial statements provided that the supplementary schedule is attached to the group/consolidated financial statements on which the same external auditor/audit firm or its network firm expresses an opinion.

(b) An entity that is (directly or indirectly) wholly owned by another PIE provided that the information is consolidated to, and the supplementary schedule is attached to the group/consolidated financial statements on which the same external auditor/audit firm or its network firm expresses an opinion on. However, this exception does not cover those PIE subsidiaries that are required to file financial statements under Part II of SRC Rule 68.

• Penalties – Failure to comply with any of the foregoing requirement shall, after notice and hearing, result in imposition of penalties under Revised SRC Rule 68 and Consolidated Scale of Fines and Penalties of the Commission.
• Effectivity and Transitory Clause – the requirements under the Guidelines shall become effective for AFS ending December 31, 2024. The two-year comparative presentation shall be applicable in the initial year of implementation.

For further guidance, please refer to the attached circular.