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J. OF PUBLIC BUDGETING, ACCOUNTING & FINANCIAL MANAGEMENT, 21 (1), 1-16 SPRING 2009 THE DILIGENCE OF AUDIT COMMITTEES IN THE HEALTHCARE SECTOR Thomas E. Vermeer, K. Raghunandan and Dana A. Forgione* ABSTRACT. Problems with governance at non-profit (NP) healthcare organizations have recently led to legislative scrutiny of their audit committee practices. Using data from a survey of chief financial officers of NP healthcare organizations and from the GuideStar database, we examine audit committee interactions with external auditors for a sample of 69 NP healthcare organizations. We find that 71% of the audit committees in our sample meet privately with the external auditor and the mean number of such meetings 1.9. Our results also suggest that audit committee interaction with the external auditor varies in response to resource dependencies, existence of debt, audit quality, audit tenure, and organizational size. These findings suggest that NP healthcare organizations respond to monitoring demands by adopting suitable audit committee related interactions. INTRODUCTION In the aftermath of governance-related failures at some prominent non-profit (NP) organizations, legislators and regulators -----------------------* Thomas E. Vermeer, Ph.D., CPA, is the Ernst & Young Distinguished Professor and an Associate Professor of Accounting, Merrick School of Business, University of Baltimore. His teaching and research interests are in auditing and assurance services, accounting information systems, government and nonprofit accounting, and financial accounting. K. Raghunandan, Ph.D., is the Ryder Eminent Scholar Chair in Business Leadership and a Professor of Accounting, School of Accounting, Florida International University. His teaching and research interests are in the areas of corporate governance and the market for audit services. Dana A. Forgione, Ph.D., CPA, CMA, CFE is the Janey S. Briscoe Endowed Chair in the Business of Health and a Professor of Accounting, College of Business, University of Texas at San Antonio. His teaching and research interests are in external audits and governance in healthcare and nonprofit entities, comparative international healthcare accounting, financing systems and quality of care. Copyright © 2009 by PrAcademics Press 2 VERMEER, RAGHUNANDAN & FORGIONE recently have started to examine audit committee related issues in the NP sector (Salmon, 2002; Hempel & Borrus, 2004; NCNA, 2004). Although the audit committee provisions of the Sarbanes-Oxley Act (SOX) currently apply only for SEC registrants, audit partners and executives have noted that SOX “raises the bar in general” and makes it more likely that NPs would want to voluntarily comply with the new legal provisions related to audit committees (McCarthy, 2003; Tieman, 2003; Independent Sector, 2003). Despite such recent attention from legislators and regulators, the functioning of NP audit committees has received little attention from researchers. We fill this void in the literature, using data from a survey of 69 chief financial officers and financial data from the GuideStar database, and examine the audit committee’s interaction with the external auditor at large NP healthcare organizations. We focus on NP healthcare organizations since they constitute a major segment of the NP sector and represent a large part of the US healthcare system. Of the 5,759 US registered hospitals in 2004, 2,967 (52%) are nongovernment NP hospitals. Expenditures of NP hospitals for 2004 were $364 billion. This accounted for more than 68% of the total expenditures of all hospitals (AHA, 2006). The SEC (1999, 2003) and BRC (1999), among others, note that to be effective audit committees must have a good working relationship with the external auditor. Reflecting such views, section 204 of SOX requires the auditor to discuss accounting and financial reporting issues with the audit committee, while section 301 of SOX mandates that audit committees shall be responsible for the “appointment, compensation, and oversight of the work of the auditor.” In this paper we focus on the audit committee-external auditor interaction, and examine the number of meetings between the audit committee and the auditor and whether the audit committee meets privately with the auditor. We provide descriptive evidence about the audit committee-auditor interaction at large NP healthcare organizations and also examine factors associated with variations in the audit committee-auditor interaction. BACKGROUND AND HYPOTHESES In the absence of “owners,” the standard principal-agent framework that is used to develop and test hypotheses related to governance (including audit committees) must be modified for NPs THE DILIGENCE OF AUDIT COMMITTEES IN THE HEALTHCARE SECTOR 3 (Forgione, 1999). Research in management suggests an alternative framework that is applicable for NPs. Pfeffer and Salancik (1978) suggest that an organization’s need for resources is a determinant of its structure and activities, and prior studies have used resourcedependency theory to examine diverse issues related to NP organizations and their boards (e.g., Hillman & Dalziel, 2003; MillerMillesen, 2003; Peng & Kellogg, 2003, Vermeer, Raghunandan & Forgione, 2006; 2007). We use the resource-dependency theory to develop our hypotheses related to audit committees of NP healthcare organizations. The NP healthcare organizations receive restricted resources from three primary sources: government grants, donor funds, and debt. These sources often impose restrictions on the use of these funds, and these restrictions often lead to additional monitoring demands. The NP healthcare organizations can meet these demands by having audit committees that meet more frequently and have better interaction with the external auditor. The receipt of federal or state government grants brings with it many additional reporting and internal control requirements, and in turn leads to increased demand for monitoring. In addition, organizations receiving government grants may be subject to greater scrutiny in the form of legislative hearings, and from the media and the public. Prior research also suggests that the receipt of government grants is associated with significant changes in the organizational structure, board composition, and formalization of NP organizations (e.g., Gronbjerg, 1993; Smith & Lipsky, 1993; Froelich, 1999). Thus, we expect the demand for monitoring is higher at NP healthcare organizations that receive government grants. While NPs do not have formal owners, donors provide endowments (equity capital) and often impose restrictions related to their funding by stipulating conditions related to the expenditure of the donated assets. The NP healthcare organizations with a larger amount of restricted net assets are likely to receive greater scrutiny from donors because these donors want to ensure that their funds are used for the intended purpose. The existence of debt creates the demand for monitoring (Jensen & Meckling, 1976). In the context of creditors’ demand for monitoring there is little difference between NP and for-profit (FP) entities since a 4 VERMEER, RAGHUNANDAN & FORGIONE creditor seeks timely payment of interest and principal, irrespective of whether the borrower is an FP or NP organization. Since creditors cannot generally force an NP entity into involuntary bankruptcy, the creditors may have an increased demand for monitoring and insurance to compensate for default risk. The length of the auditor-client relationship is an issue that has recently received significant attention from legislators. For example, section 207 of SOX requires the Comptroller General of the US to conduct a study of the potential effects of requiring mandatory rotation of external auditors. It is likely that in the initial years of an audit engagement, both the auditor and the audit committee would be more likely to have frequent meetings; over time, as each gets familiar with the other, the meetings may become less frequent. Most research related to accounting and auditing includes entity size as a variable. Larger organizations are more complex, and also more likely to be the focus of attention from the public and the media; hence, larger organizations may be more likely to adopt stronger governance and monitoring mechanisms. Thus, we hypothesize that: Audit committees at NP healthcare organizations will be likely to have more frequent meetings with the external auditor and to provide private access to the external auditor when the organization: 1. receives government grants, 2. has a greater portion of their net assets in the form of restricted funds, 3. has long-term debt, 4. has external auditors with shorter tenure, and 5. is larger. Finally, we also expect auditor type and the presence of internal auditing to influence the quality of interaction between the audit committee and the auditor. If the type of auditor / presence of internal auditing and audit committee quality are substitute monitoring mechanisms, then NP healthcare organizations that use a Big 4 auditor or have an internal audit staff would be less likely to THE DILIGENCE OF AUDIT COMMITTEES IN THE HEALTHCARE SECTOR 5 have the need for a higher level of interaction with the auditor. However, audit partners from the Big 4 firms and directors of internal audit departments have noted an increased reluctance to be associated with clients not following best practices due to concerns about litigation risk or the adverse publicity surrounding governance failures (Bryan-Low, 2003; Hindo & Sager, 2003). Hence, Big 4 auditors and internal audit directors may insist on audit committees following best practices in the area of audit committees meeting more frequently and having better interaction with the external auditor. Hence, we do not make a directional prediction for two variables—auditor type and the presence of internal auditing—but include them in our analyses. We use the following model to examine cross-sectional variations in the audit committee-auditor interaction: ACX where: ACX ACADMT ACPV = β0 + β1SIZE + β2GRANT + β3FUNDBAL + β4BONDS + β5TENURE + β6BIG4 + β7INTAUD + ε = the audit committee variable, is defined as follows in the two different regressions: = number of audit committee meetings with external auditor per year = 1 if audit committee meets privately with external auditor, else 0. The independent variables are defined as follows: SIZE GRANT = natural log of total assets1 = 1 if NP healthcare organization reported government grants, else 02 FUNDBAL = ratio of temporarily restricted plus permanently restricted fund balance to total fund balance BONDS = 1 if NP healthcare organization reported taxexempt bond liabilities, else 0 TENURE = square root of number of years with current audit firm BIG4 = 1 if audited by Big Four accounting firm, else 0 INTAUD = 1 if there is an internal audit function, else 0; ε = error. 6 VERMEER, RAGHUNANDAN & FORGIONE DATA We obtained the names, addresses, and related financial data for the 1,000 largest (in terms of revenue) NPs from GuideStar, the national database of US charitable organizations as of 2004. We identified 549 of the 1,000 largest NPs as healthcare organizations. For these organizations, we mailed a questionnaire (see Appendix) addressed to their chief financial officer. We received responses from 75 chief financial officers (response rate of 13.7 percent). DeZoort, Hermanson, and Houston (2003a; 2003b) note the difficulties in obtaining responses from high-ranking corporate officers, and suggest that response rates around 15 percent are reasonable. Some of the respondents had missing data or deleted the control number used in their return mailing. After deleting these respondents, our sample has 69 usable responses. We performed the following two tests to address concerns related to non-response bias. First, we had two mailings (in July and September). Hence, we included an early/late respondent variable to the models, but this variable is not significant in any regression and has no effect on the results. Second, we also examined if the sample of 69 respondents used in this study differ in any dimension from the non-respondents in the largest 549 NP healthcare organizations. We did not observe any significant difference between these two groups for any of the variables examined in this study (p ≥ 0.60 in every instance). These results mitigate concerns about non-response bias. RESULTS As seen in Panel A of Table 1, the mean (median) total assets of the sample are $293 million ($193 million), while the mean (median) revenues are $266 ($230) million. Slightly less than half (46%) of the sample observations received government grants, while 65 percent of the sample reported tax-exempt bond liabilities. The mean (median) ratio of temporarily restricted plus permanently restricted fund balance to total fund balance is 0.02 (0.01). Eighty-one percent of the sample organizations had a Big 4 auditor and 59 percent of the sample organizations had an internal audit staff. The mean (median) number of meetings the audit committee had with the external auditor per year was 1.9 (2.0). Independence THE DILIGENCE OF AUDIT COMMITTEES IN THE HEALTHCARE SECTOR 7 TABLE 1 Sample Statistics (N = 69) Panel A: Sample Description for Continuous Variables 25th 75th Median Variable Mean S.D. Percentile Percentile Total Assets ($M) 293 280 146 193 365 Revenues ($M) 266 168 146 230 309 ACADMT 1.90 0.88 1.00 2.00 2.00 SIZE 8.34 0.33 8.16 8.28 8.56 FUNDBAL 0.02 0.02 0 0.01 0.04 TENURE 2.80 1.44 1.41 2.65 3.87 Panel B: Frequency Counts for Dichotomous Variables No. of NP Healthcare No. of NP Healthcare Organizations Organizations Variable coded “0” coded “1” ACPV 49 (71%) 20 (29%) GRANT 32 (46%) 37 (54%) BONDS 45 (65%) 24 (35%) BIG4 56 (81%) 13 (19%) INTAUD 41 (59%) 28 (41%) Notes: 1. The data are for the 2003 fiscal year of 69 non-profit (NP) healthcare organizations that responded to our questionnaire. Financial data are from the GuideStar database, while information about auditor and audit committees are from the survey responses. 2. The variables are defined as follows: ACADMT = number of audit committee meetings with external auditor per year SIZE = natural log of total assets FUNDBAL = ratio of temporarily restricted plus permanently restricted fund balance to total fund balance TENURE = square root of number of years with current audit firm ACPV = 1 if audit committee meets privately with external auditor, else 0 GRANT = 1 if NP healthcare organization reported government grants, else 0 BONDS = 1 if NP healthcare organization reported tax-exempt bond liabilities, else 0 BIG4 = 1 if audited by Big Four accounting firm, else 0 INTAUD = if there is an internal audit function, else 0 ε = error. 8 VERMEER, RAGHUNANDAN & FORGIONE Standards Board (ISB) Standard No. 1 (1999) mandates that external auditors meet privately with the audit committees of their SEC audit clients. While there are no equivalent mandates for NP healthcare organization audit committees, 71 percent of the audit committees in our sample met privately with the external auditor. Table 2 presents the results from two regressions where the dependent variables are (a) the number of audit committee meetings with the external auditor per year and (b) whether the audit committee meets privately with the auditor. Our results (not tabled) indicate that none of the variable correlations exceeds 0.40, indicating that multicollinearity is not a problem in our data, which is confirmed by an examination of variation inflation factors, all of which are less than 1.5. The meetings regression is significant (F = 3.48, p ≤ 0.00), with an adjusted R2 of 0.24. The coefficients of SIZE, FUNDBAL and BIG4 are positive and significant, indicating that there is a higher frequency of meetings between the audit committee and the external auditor when (a) the NP healthcare organization is larger, (b) the ratio of restricted fund balance to total fund balance is bigger, and (c) the NP healthcare organization uses a Big 4 auditor. In the regression where the dependent variable is the audit committee meeting privately with the external auditor, the model is significant (χ2 = 12.87, p ≤ 0.08) with a pseudo R2 of 0.25. The coefficient for GRANT, BONDS and BIG4 are positive and significant. Thus, when the agency costs related to creditors and suppliers of grant funds are higher and the NP healthcare organization uses a Big 4 auditor, the audit committee is more likely to take a proactive role in its interactions with the external auditor by meeting privately with the auditor. The coefficient for TENURE is negative and significant suggesting that NP healthcare organizations with an external auditor with longer tenure are less likely to meet privately with the external auditor. SUMMARY AND CONCLUSIONS Legislators and regulators have also started to examine audit committee related issues in the NP sector, but there is little systematic empirical evidence about the functioning of audit committees at NP organizations. In this study, we examine audit committees at large US NP healthcare organizations based on survey THE DILIGENCE OF AUDIT COMMITTEES IN THE HEALTHCARE SECTOR 9 TABLE 2 AUDIT COMMITTEE INTERACTIONS WITH EXTERNAL AUDITOR RESULTS FROM OLS AND LOGISTIC REGRESSIONS Model: ACX Variables Intercept SIZE GRANT FUNDBAL BONDS TENURE BIG4 INTAUD = β0 + β1SIZE + β2GRANT + β3FUNDBAL + β4BONDS + β5TENURE + β6BIG4 + β7INTAUD + ε Dependent Variables ACADMT ACPV Audit Committee Meets Number of Audit Privately with Committee Meetings with External Auditor External Auditor Coefficient Coefficient p-Value p-Value Estimate Estimate -6.02 (0.02) 9.56 (0.21) 0.89 (0.01) -1.02 (0.25) -0.15 (0.27) 1.68 (0.05) 2.55 (0.00) 12.80 (0.22) -0.09 (0.35) 1.19 (0.08) 0.06 (0.22) -.42 (0.07) 0.57 (0.06) 0.55 (0.07) 0.11 (0.31) 1.02 (0.13) F = 3.48, p ≤ 0.00 χ2 = 12.87, p ≤ 0.08 R2 = 0.24 Pseudo R2 = 0.25 Notes: 1. The values in the cells are coefficients and the associated p-values are in parentheses; p-values are one-tailed except for BIG4 and INTAUD (two-tailed for these two variables). 2. The variables are defined as follows: ACADMT = number of audit committee meetings with external auditor per year SIZE = natural log of total assets FUNDBAL = ratio of temporarily restricted plus permanently restricted fund balance to total fund balance TENURE = square root of number of years with current audit firm ACPV = 1 if audit committee meets privately with external auditor, else 0 GRANT = 1 if NP healthcare organization reported government grants, else 0 BONDS = 1 if NP healthcare organization reported tax-exempt bond liabilities, else 0 BIG4 = 1 if audited by Big Four accounting firm, else 0 INTAUD = if there is an internal audit function, else 0 ε = error. 10 VERMEER, RAGHUNANDAN & FORGIONE responses from 69 chief financial officers and financial data from the GuideStar database. We find that 71% of the audit committees in our sample meet privately with the external auditor and the mean number of audit committee meetings with the external auditor is 1.9 per year. Our multivariate results suggest that NP healthcare organizations that are larger, have a large restricted fund balance, and use a Big 4 auditor meet more frequently with their external auditor. We also find that NP healthcare organizations that receive government grants, have bonds, and use a Big 4 auditor are more likely to meet privately with the external auditor. Our findings suggest that NP healthcare organizations respond to resource dependency and other demands for monitoring mechanisms by adopting suitable audit committee related measures. LIMITATIONS AND FUTURE DIRECTIONS This paper is subject to limitations that should be considered in interpreting the findings. As with any survey-based study, the results may have been influenced by self-selection. While we did not find any difference between (a) early and late respondents, or (b) respondents and non-respondents, self-selection and response bias can never be entirely ruled out. In addition, in this initial study we concentrated on large NP healthcare organizations; future research can examine whether the findings of this study apply to smaller NPs. NOTES 1. We obtain substantively similar results if we use log of revenues as the measure of size. 2. We include a dichotomous measure since the amount of grants could vary significantly over the years. Hence, using a continuous measure of grants would be less appropriate if the NP healthcare organization had either received (or, expected to receive) significant governmental grants in the recent past (near future). We performed sensitivity tests by using a continuous measure for the GRANT variable and the results with this alternative measure were weaker. THE DILIGENCE OF AUDIT COMMITTEES IN THE HEALTHCARE SECTOR 11 REFERENCES American Hospital Association (AHA). (2006). Fast Facts on U.S. Hospitals from AHA Hospital Statistics. [Online]. Available at www.aha.org/aha/resource_center/statistics/statistics.html. Blue Ribbon Committee (BRC). (1999). Report and Recommendations of the Blue Ribbon Committee on Improving the Effectiveness of Corporate Audit Committees. New York: New York Stock Exchange and National Association of Securities Dealers. Bryan-Low, C. (2003, May 27). “Accounting Firms Aim to Dispel Cloud of Corporate Fraud.” Wall Street Journal: C1. DeZoort, T., Hermanson, D. R., & Houston, R. W. (2003a). “Audit Committee Support for Auditors: The Effects of Materiality Justification and Accounting Precision.” Journal of Accounting and Public Policy, 22 (2): 175–199. DeZoort, T., Hermanson, D. R., & Houston, R. W. 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THE DILIGENCE OF AUDIT COMMITTEES IN THE HEALTHCARE SECTOR 13 Salmon, J. L. (2002, (September 9). “Nonprofits Show Losses in the Public’s Trust: Surveys Find Changes since Terror Attacks.” The Washington Post: A02. Sarbanes-Oxley Act (SOX). (2002). Public Law No. 107-204. Washington, DC: US Government Printing Office. Securities & Exchange Commission (SEC). (1999). Audit Committee Disclosure (Release No. 34-42266). Washington, DC: US Government Printing Office. [Online]. Available at www.sec.gov/ rules/final/34-42266.htm. Securities & Exchange Commission (SEC). (2003). NASD and NYSE Rulemaking: Relating to Corporate Governance (SEC Release Nos. 34-48745). Washington, DC: US Government Printing Office. [Online]. Available at www.sec.gov/rules/sro/34-48745.htm. Smith, S. R., & Lipsky, M. (1993). Nonprofits for Hire: The Welfare State in the Age of Contracting. Cambridge MA: Harvard University Press. Tieman, J. (2003, June 2). “Not-for-Profits are Likely to Adopt New Fiscal Rules.” Modern Healthcare: 6. Vermeer, T. E., Raghunandan, K. & Forgione, D. A. (2006). “The Composition of Non-profit Audit Committees.” Accounting Horizons, 20 (1): 75–90. Vermeer, T. E., Raghunandan, K. & Forgione, D. A. (2009). “Auditor Attestation of Management’s Evaluation of Internal Control: Evidence from the Non-profit Sector.” Research in Governmental and Nonprofit Accounting, 12 (in press). APPENDIX Survey Instrument Dear Chief Financial Officer: We are three Professors of Accounting conducting a survey regarding external audits and governance in the non-profit sector. With the recent accounting scandals in the for-profit sector, we are examining governance structures in the non-profit sector. Please take a few minutes to answer the following questionnaire. All responses will be confidential, and no individual or entity will be publicly identified. 14 VERMEER, RAGHUNANDAN & FORGIONE 1. What is the name of your current external audit firm? ______________________________________ a. How long have you had this audit firm as your external auditor? _____ years. 2. If you have had your current audit firm for less than three years and you had a prior external audit firm, what was the name of your prior external audit firm? __________________________________________ a. How long did you have this audit firm as your external auditor? _____ years. 3. What were your external audit fees and non-audit fees (non-audit fees include all other fees except external audit fees) paid to the external audit firm? External audit fees Non-audit fees Fiscal year 2003 Fiscal year 2002 Fiscal year 2001 4. Does your external audit firm issue a separate attestation report on management’s evaluation of internal control over financial reporting? YES___ NO___ 5. Does your organization have an audit committee? YES___ NO___ If not, is there a similar committee that provides oversight over accounting and auditing issues? a. YES (name of committee) ___________________________________ b. NO, but the full board provides such oversight c. NO If you answered “NO” (options b or c) to question 5 above, then stop here and return the questionnaire in the enclosed envelope. Thank you for your time. If you have an audit committee or have a similar committee that provides oversight over accounting and auditing issues, please continue. In the questions below, the word “audit committee” is used for convenience, but it also implies any similar committee of the board that provides oversight over accounting and auditing issues. If fiscal year 2003 has not been completed, please provide estimated responses. THE DILIGENCE OF AUDIT COMMITTEES IN THE HEALTHCARE SECTOR 6. Number of audit committee members as of fiscal year end 7. Number of independent members (* see definition below) 8. Number of members who are CPAs 9. Number of members (other than CPAs) with senior level accounting or finance experience 10. Number of audit committee meetings per year 11. Average length of audit committee meeting (in minutes) 12. Was there a change in the committee chair during the year? 13. During the year did any member(s) join/quit the audit committee: —New member(s) joined —Existing member(s) quit 14. Is the audit committee responsible for hiring the external auditor? 15. Number of meetings the external auditor had with the audit committee 16. Did the audit committee meet privately with the external auditor without management being present? 17. Does your organization have an internal audit staff? 18. If yes to question 17, number of meetings the chief internal auditor had with audit committee 15 Fiscal year 2003 Fiscal year 2002 YES NO YES NO YES NO YES NO YES NO YES NO YES NO YES NO YES NO YES NO * Audit committee members are independent if they, their spouses, or children (a) do not currently work or have not worked for the organization or its affiliates within the past three years; (b) have not received compensation in excess of $60,000 from the organization or its affiliates for work other than board service; or (c) are not partners, shareholders or officers of a business with which the organization has significant financial transactions ($200,000 or 5% of the revenues of such a business, whichever is higher). 16 VERMEER, RAGHUNANDAN & FORGIONE 19. The audit committee members’ knowledge-level with respect to accounting and auditing issues is: (please circle one) (a) EXCELLENT (b) VERY GOOD (c) GOOD (d) BELOW-PAR (e) POOR If you have any comments related to audits and governance in non-profits, please add them below. We thank you for your time and consideration. If you would like to receive a copy of the results of the survey, please attach your business card.