10 December Catherine Woods Financial Reporting Council 8th Floor 125 London Wall London EC2Y 5AS

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1 10 December 2015 Catherine Woods Financial Reporting Council 8th Floor 125 London Wall London EC2Y 5AS Sent electronically to: Re: Consultation: Enhancing Confidence in Audit: Proposed Revisions to the Ethical Standard, Auditing Standards, UK Corporate Governance Code and Guidance on Audit Committees Dear Ms. Woods, BlackRock, Inc. ( BlackRock ) 1 is pleased to have the opportunity to respond to the above consultation which includes the proposals around the implementation of the EU Audit Directive and Audit Regulation collectively (the Legislation ). As a fiduciary for our clients, BlackRock supports a regulatory regime that increases transparency, protects investors, and facilitates responsible growth of capital markets while preserving consumer choice and assessing benefits versus implementation costs. We welcome the opportunity to address, and comment on, the issues raised by this consultation and we will continue to contribute to the thinking of the Financial Reporting Council (the FRC ) on any specific issues that may assist in improving the implementation of the Audit Directive and Audit Regulation. As financial statement preparers and users, we have a considerable interest in the impact of this Legislation, particularly with regard to the role we play in investing our clients portfolios in companies subject to the scope of the Legislation and to our investment funds based in the United Kingdom and throughout Europe. We have set out our comments to certain of your questions in the following pages. We have responded to the questions we consider relevant to ourselves as a corporate entity, and as an investor. Our overriding view is that any available option that restricts the audit committee s ability to determine the most qualified audit firm for specific services should be avoided. 1 BlackRock is one of the world s leading asset management firms. We manage assets on behalf of institutional and individual clients worldwide, across equity, fixed income, liquidity, real estate, alternatives, and multi-asset strategies. Our client base includes pension plans, endowments, foundations, charities, official institutions, insurers and other financial institutions, as well as individuals around the world. 1

2 Key points The importance of avoiding a patchwork of rules between Member States The large amount of Member State options inherent in the Legislation, coupled with the numerous areas that are open to interpretation, could result in a patchwork of differing requirements across the EU, creating unnecessary complexity for multinational PIEs. Accordingly, in recognition of the FRC s leadership position amongst European regulators, we encourage the FRC to continue working proactively with other European regulators to ensure the consistent application of the Legislation across Europe as far as possible. Maintain the prohibited list of non-audit services rather than replace with a white list We support the FRC in not proposing to make any additions to the EU black list of prohibited non-audit services under Article 5.2 of the Regulation. We believe there are other safeguards in place where an audit firm may be engaged for such services to mitigate threats to audit firm independence and to protect investor interests, such as all non-audit services requiring approval from the audit committee (after having assessed the threats and safeguards to auditor independence). No reduction to the 70% non-audit fee cap We support the FRC s proposal not to reduce the 70% non-audit fee cap under Article 4.2 of the Regulation as we consider that there are existing safeguards regarding independence. We believe any reduction could result in the creation of pure audit firms which we do not support. We have concerns that such firms may not be able to attract staff of suitable quality because of the lack of opportunity offered compared to multidisciplinary firms, with a consequent adverse impact on audit quality. Potential extra-territorial application of the Legislation As detailed in our response dated 19 th March 2015 to Consultation: Auditing and ethical standards - Implementation of the EU Audit Directive and Audit Regulation we have concerns that Article 5.4 in the Regulation implies that the PIE s audit committee (or the group audit committee acting on behalf of the PIE) would have to pre-approve all permissible non-audit services provided by the statutory auditor (including its member firms) even if they are to be provided to non-eu parent entities or non-eu controlled undertakings. We understand that the European Commission s Q&A on Implementation of the new statutory framework dated 3 September 2014 (the European Commission s September 2014 Q&A) in relation to an analogous question What if the audit client has subsidiaries which operate in different jurisdictions (EU and non-eu) which are required to apply different auditor rotation rules? clarified that The Regulation does not have any extraterritorial effects it applies to PIEs that operate within the EU only. Thus, if a PIE incorporated in the EU has a subsidiary incorporated in a third country, there is no legal obligation upon this PIE to rotate its auditors in this third country, unless the law of the latter states so. Applying this by analogy would result in the PIE s audit committee having a duty to pre-approve non-audit services for controlled undertakings of the PIE and its parent within the EU, not those outside the EU. This is consistent with our interpretation of the Legislation and with the FRC s proposals for audit firms as detailed in the preamble to 2

3 question 5. Accordingly, this is the approach to the Legislation that we will be taking in the absence of clarity to the contrary from the FRC or BIS. A service such as investor tax reporting should not be prohibited Germany, the UK, Switzerland and Austria all require detailed per unit taxable income information to be provided to investors. This includes non-domestic funds registered for sale in these jurisdictions under EU passporting rights (e.g UCITS) or under equivalent Swiss legislation. For example this would apply to a Luxembourg fund registered to sell shares to UK investors or to a UK Oeic registered to sell shares in Germany under the UCITS directive. If this is not done, the fund will not have tax status in that jurisdiction and the investors will pay excessive tax on their holding in the fund. This is a high volume activity - BlackRock provides well in excess of a million pieces of tax data per annum under these tax reporting regimes taken together. Much of the calculation work is undertaken by fund administrators, but typically there is a very large process involvement by one of the Big 4 audit firms. Most fund managers choose to obtain a degree of independent tax compliance assurance over the figures, and further in Germany it is requirement of the tax regime that a licensed steuerberater (tax adviser) certifies the key tax disclosure figures. Owing to the highly operational, high volume nature of the process, moving between tax service providers requires lengthy planning. We believe that services such as investor tax reporting should be permitted to be carried out by the audit firm or a member of its network. We are concerned that removing the possibility of using the fund auditor for this work will reduce choice and competition in this material, specialised tax services market to an unacceptable degree. Investor tax reporting has no direct or a clearly inconsequential effect on the financial statements of a PIE, nor does it involve any advice or element of discretion to the fund itself. Rather, the consumer of the service is the end investor, who uses the data to complete their tax return. Therefore, we would suggest that the FRC clarify that investor tax reporting is not a prohibited service under this Legislation with reference to Article 5.3 of the Regulation. Yours sincerely, Colin McDonald Director Tom McGrath Director 3

4 Responses to questions Section 2 Ethical Standard Question 2 Do you support the FRC s proposals to restructure the ethical standards, as a single standard for all audit and public interest assurance engagements? We support consolidating the existing ethical standards into a single standard for all audit and public assurance engagements. We believe this will help ensure compliance with the detailed requirements in the ethical standards as well as the overarching principles embedded therein. We also consider combining the ethical standards in a single standard should help all stakeholders navigate these requirements and ensure it is clear that no one standard has primacy over another. Question 3 Do you agree with the FRC s proposals for the application of the FRC ES to nonlisted PIEs? We agree that the more stringent requirements should apply to all PIEs as defined in the Directive. Question 5 Do you support the FRC s proposal for the group auditor to ensure that any component auditor, whose work they propose to use in the audit and other members of the firm s network, meet the FRC ES or the IESBA Code as set out above? Yes. We believe it appropriate that the group auditor is responsible for taking reasonable steps to assess the independence and professional conduct of component auditors, both other network firms or third party firms, whose work they propose to use in the group audit engagement. We note the use by the FRC of the language whose work they propose to use in the group audit engagement, which implies that in practical terms these requirements would only apply to downstream entities within the PIE s group. We believe this to be a sensible approach as it would not be possible to apply the same ethical standards to upstream entities outwith the EU, as neither the EU audit firm nor the audit committee of the PIE will have the ability to control, for example the level of non-audit services which are provided to such entities. However, as detailed in our response dated 19 th March 2015 to Consultation: Auditing and ethical standards - Implementation of the EU Audit Directive and Audit Regulation we have concerns that Article 5.4 in the Regulation implies that the PIE s audit committee (or the group audit committee acting on behalf of the PIE) would have to pre-approve all permissible non-audit services provided by the statutory auditor (including its member firms) even if they are to be provided to non-eu parent entities or non-eu controlled undertakings. We understand that the European Commission s Q&A on Implementation of the new statutory framework dated 3 September 2014 (the European Commission s September 2014 Q&A) in relation to an analogous question What if the audit client has subsidiaries which operate in different jurisdictions (EU and non-eu) which are required to 4

5 apply different auditor rotation rules? clarified that The Regulation does not have any extraterritorial effects it applies to PIEs that operate within the EU only. Thus, if a PIE incorporated in the EU has a subsidiary incorporated in a third country, there is no legal obligation upon this PIE to rotate its auditors in this third country, unless the law of the latter states so. Applying this by analogy would result in the PIE s audit committee having a duty to pre-approve non-audit services for controlled undertakings of the PIE and its parent within the EU, not those outside the EU. This is consistent with our interpretation of the Legislation and with the requirements detailed above for the audit firm. Accordingly, this is the approach to the Legislation that we will be taking in the absence of clarity to the contrary from the FRC or BIS. Section 3 Auditing Standards Question 16 Do you foresee any difficulties if the effective date is for audits of financial statements for periods commencing on or after 17 June 2016? BlackRock supports the adoption of a single implementation date for all the proposed changes to the auditing standards which aligns them to the implementation date required by the Legislation effective for audits of financial statements commencing on or after 17 June We have concerns that an earlier effective date would create unnecessary complexity for multi-national EU groups and audit firms who would have to manage differing effective dates between the UK and the majority of the other EU Member States. Question 17 Do you agree with the FRC s proposals to: (a) adopt the proposed ISA (UK and Ireland) 700 (Revised) and ISA (UK and Ireland) 701; and (b) extend the application of ISA 701 to (i) those entities that are required, and those that choose voluntarily, to report on how they have applied the UK Corporate Governance Code and (ii) PIEs? BlackRock supports the consistent application of auditing standards wherever possible. Accordingly, we support the FRC s proposal to adopt ISA 700 and 701, updated as appropriate to incorporate those areas that are already included in the extant equivalent UK ISAs so as not to reduce the quality of auditor reporting in the UK. Question 20 Do you agree with the proposed scope of ISA (UK and Ireland) 250 Section B being limited to PIEs, or do you believe that the requirements of ISA 250B should also apply to non-pies in regulated sectors? We support the proposed scope of ISA 250 Section B being limited to PIEs as broadening it to include non-pies would, in our view, not be proportionate. The PIE definition was agreed following lengthy negotiations in Europe and reflects the underlying aim of the Legislation which focuses on entities where there is a public interest and which some stakeholders deem may give rise to systemic risk. Accordingly, it is unclear why the scope of ISA 250 Section B should be extended beyond PIEs as this would represent goldplating the Legislation which is contrary to the Government s Transposition Guidance. 5

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