Public Company Accounting Oversight Board

The Public Company Accounting Oversight Board (PCAOB) is a private-sector, nonprofit corporation created by the Sarbanes–Oxley Act of 2002 to oversee the audits of public companies and other issuers in order to protect the interests of investors and further the public interest in the preparation of informative, accurate and independent audit reports. Since 2010, the PCAOB also oversees the audits of broker-dealers, including compliance reports filed pursuant to federal securities laws, to promote investor protection. All PCAOB rules and standards must be approved by the U.S. Securities and Exchange Commission (SEC).

In creating the PCAOB, the Sarbanes-Oxley Act required that auditors of U.S. public companies be subject to external and independent oversight for the first time in history. Previously, the profession was self-regulated.

The PCAOB has four primary functions in overseeing these auditors: registration, inspection, standard setting and enforcement.

The PCAOB has five Board members, including a Chairman, each of whom is appointed by the SEC, after consultation with the Chairman of the Board of Governors of the Federal Reserve System and the Secretary of the Treasury. Two Board members must be Certified Public Accountants. If the PCAOB Chairman is one of them, he or she may not have been a practicing CPA for at least five years prior to being appointed to the board. Each member serves full-time, for staggered five-year terms. The Board's budget, approved by the SEC each year, is funded by fees paid by the companies and broker-dealers who rely on the audit firms overseen by the Board. The organization has a staff of more than 800 and offices in 11 states in addition to its headquarters in Washington.

The PCAOB's first Chairman was the former President and Chief Executive Officer of the Federal Reserve Bank of New York, William Joseph McDonough. The Board's second and immediate past Chairman was Mark W. Olson, a former member of the Federal Reserve Board of Governors. The current Chairman is James R. Doty, a former SEC general counsel and a former partner at the law firm of Baker Botts LLP.

Under Section 101 of the Sarbanes-Oxley Act, the PCAOB has the power to:

Auditors of public companies are prohibited by the Sarbanes-Oxley Act to provide non-audit services, such as consulting, to their audit clients. Congress made certain exceptions for tax services, which are therefore overseen by the PCAOB. This prohibition was made as a result of allegations, in cases such as Enron and WorldCom, that auditors' independence from their clients' managers had been compromised because of the large fees that audit firms were earning from these ancillary services.

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