94-28878. Annual Independent Audits  

  • [Federal Register Volume 59, Number 225 (Wednesday, November 23, 1994)]
    [Unknown Section]
    [Page 0]
    From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
    [FR Doc No: 94-28878]
    
    
    [[Page Unknown]]
    
    [Federal Register: November 23, 1994]
    
    
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    DEPARTMENT OF THE TREASURY
    
    Office of Thrift Supervision
    
    12 CFR Parts 550, 552, 562, 563 and 571
    
    [No. 94-246]
    RIN 1550-AA68
    
     
    
    Annual Independent Audits
    
    AGENCY: Office of Thrift Supervision, Treasury.
    
    ACTION: Final rule.
    
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    SUMMARY: The Office of Thrift Supervision (OTS) is adopting a final 
    rule that amends its annual independent audit requirements for savings 
    associations to be more consistent with those applicable to other 
    federally insured depository institutions. Pursuant to Section 112 of 
    the Federal Deposit Insurance Corporation Improvement Act of 1991 
    (FDICIA) all insured depository institutions with total assets of $500 
    million or more are required to obtain an annual independent audit. OTS 
    is amending its rules in order to eliminate the mandatory annual 
    independent audit requirement for small savings associations with 
    composite CAMEL ratings of 1 or 2; to rely on the FDICIA section 112 
    independent audit requirements for savings associations with assets of 
    $500 million or more; and to adopt regulatory language to allow OTS to 
    require an independent audit of any savings association with assets of 
    less than $500 million, as needed for purposes of safety and soundness.
    
    EFFECTIVE DATE: December 23, 1994.
    
    FOR FURTHER INFORMATION CONTACT: David H. Martens, Chief Accountant, 
    (202) 906-5645, Timothy J. Stier, Deputy Chief Accountant, (202) 906-
    5699, Office of Thrift Supervision, 1700 G Street, NW., Washington, 
    D.C. 20552.
    
    SUPPLEMENTARY INFORMATION:
    
    I. Background and Description of Proposal
    
        On March 22, 1994, OTS published a notice of proposed rulemaking to 
    amend the regulatory framework governing independent audits of savings 
    associations' financial statements. The proposed amendments were 
    designed to achieve comparability with the framework used by the other 
    Federal banking agencies1 for banks. Historically, OTS regulations 
    and policies required all savings associations and savings and loan 
    holding companies to obtain an annual independent audit of their 
    financial statements. In contrast, the regulations and policies of the 
    other Federal banking agencies generally encourage all banks and bank 
    holding companies to obtain an annual independent audit, but only 
    mandate that certain institutions obtain audits. OTS' proposal 
    recognized that a well planned and executed independent audit could 
    improve the reliability of regulatory reports, such as the Thrift 
    Financial Report (TFR). The proposal also recognized, however, that the 
    current OTS audit requirement could be modified to reduce regulatory 
    burden without increasing the risk of unsafe and unsound regulatory 
    reporting.
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        \1\The term ``other Federal banking agencies'' means the Office 
    of the Comptroller of the Currency, the Board of Governors of the 
    Federal Reserve System, and the Federal Deposit Insurance 
    Corporation.
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        Under the proposal, savings associations with assets of $500 
    million or more would continue to be audited pursuant to Section 112 of 
    FDICIA2 and the FDIC's implementing regulation 12 CFR Part 363. 
    The FDIC regulation requires audits of all FDIC-insured depository 
    institutions with assets of $500 million or more, includes financial 
    statement and internal control reporting requirements, and sets minimum 
    qualifications for independent public accountants and for members of 
    the board of directors' audit committee.
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        \2\This provision is codified at section 36 of the Federal 
    Deposit Insurance Act (``FDI Act''), 12 U.S.C. 1831m.
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        Under the proposal, small savings associations (i.e., those with 
    assets of less than $500 million), were required to obtain annual 
    independent audits of their financial statements whenever OTS believed 
    an independent audit was necessary to supplement other safety and 
    soundness supervisory activities. The proposal included a request for 
    comment on the specific safety and soundness criteria that should be 
    used to determine when such an audit would be appropriate. The proposal 
    required that such audits utilize the same qualifications for 
    independent public accountants as those applicable to institutions 
    covered by the FDIC regulation. The proposal provided that when small 
    savings associations obtained an audit voluntarily the audit would be 
    conducted in accordance with generally accepted auditing standards 
    (GAAS) and the resulting reports and supporting audit work papers would 
    be made available to OTS upon request.
        Finally, the proposal included specific requests for comment on the 
    audit requirements for trust operations, holding company financial 
    statements, and savings associations overall. The objective of these 
    inquiries was to assist OTS in developing an audit approach for these 
    types of audits that would be responsive to the safety and soundness 
    needs and comparable to the approach used by the other Federal banking 
    agencies.
    
    II. Summary of Comments and OTS Response
    
        OTS received ten comment letters on the proposal. Commenters 
    included seven savings associations, two trade associations, and a 
    Federal banking agency. Overall, the commenters were supportive of the 
    proposal and offered suggestions on implementing the approach. Only one 
    commenter (a thrift) expressed significant opposition to the 
    elimination of the mandatory audit requirement. Commenters also 
    responded to the six specific requests for comment that were included 
    in the proposal. The issues and comments raised by those responses are 
    addressed below.
    
    A. Benefits of Annual Independent Audits to Small Savings Associations
    
        Five small savings associations commented on the issue of whether 
    audits were beneficial to small savings associations and improved the 
    accuracy of the Thrift Financial Report (TFR). Four of the commenters 
    suggested that audits were of little or no benefit since they typically 
    do not focus on the association's internal operations or the TFR 
    process. In addition, these commenters suggested that audits often 
    overlapped with OTS safety and soundness examinations in key areas. One 
    commenter suggested that audits were quite valuable because they are 
    often the only independent review of management's activities.
        OTS believes that an independent audit can help address safety and 
    soundness concerns regarding the accuracy of an institution's financial 
    reports and the effectiveness of its internal controls over financial 
    reporting. Nonetheless, OTS believes that decision should be left to 
    the management of healthy savings associations that meet the size and 
    composite rating criteria discussed above.
        Therefore, the final rule eliminates the mandatory annual audit 
    requirement for institutions with less than $500 million in assets and 
    composite CAMEL ratings of 1 or 2. The rule is intended to reduce the 
    regulatory burden on those institutions while ensuring consistency 
    between the audit requirements administered by the OTS and those 
    administered by the FDIC. It is not intended to discourage such an 
    institution from obtaining an annual independent audit. Management 
    should carefully consider the value of the annual independent audit to 
    the safety, soundness, and effectiveness of the institution's control 
    systems in deciding whether to continue the practice.
        OTS will retain its ability to require audits of any small savings 
    associations that present certain safety and soundness concerns as 
    discussed in Item B below.
    
    B. Safety and Soundness Concerns
    
        Most of the commenters suggested alternatives to the mandatory 
    audit requirement that would mitigate the risk of unsafe and unsound 
    regulatory reporting. Three commenters suggested that independent 
    audits be required for all MACRO (CAMEL) 4 or 5 rated institutions or 
    other supervisory measures of risk. These commenters also suggested 
    that a waiver provision be included in any safety and soundness 
    requirement. Two commenters suggested that OTS simply rely on the 
    judgment of institution boards of directors to determine whether an 
    audit is needed and specifically encourage boards of directors to 
    obtain audits as part of a plan for sound financial reporting.
        OTS has decided to use the CAMEL 3, 4 and 5 rating as a measure of 
    risk to identify when an independent audit is required. An institution 
    that receives a CAMEL 3 rating for safety and soundness concerns 
    exhibits a combination of financial, operational, or compliance 
    weaknesses. When weaknesses relate to financial condition, such 
    institutions may be vulnerable to the onset of adverse business 
    conditions and could easily deteriorate if concerted action is not 
    effective in correcting the areas of weakness. An institution that 
    receives a CAMEL 4 or 5 rating has a significant level of serious 
    financial weaknesses or a combination of other conditions that are 
    unsatisfactory. For these reasons, OTS believes that an audit 
    requirement for CAMEL 3, 4 or 5 rated institutions is generally an 
    effective use of independent audit resources. The rule thus requires a 
    CAMEL 3, 4 or 5 rated institution to obtain an independent audit, 
    unless notified otherwise by OTS.
        OTS recognizes that an institution may receive a CAMEL 3, 4 or 5 
    rating for safety and soundness concerns unrelated to any issue that 
    would be addressed by an independent audit. It also recognizes that the 
    FDIC Board chose not to require independent audits of all troubled 
    banks. As a result, the final rule provides that in certain cases, the 
    OTS Director may determine that the independent audit is unnecessary, 
    and the required audit would be waived for the institution in question. 
    In addition, the OTS Director may modify the audit requirement by 
    requiring procedures agreed to by OTS if such agreed upon procedures 
    are effective to address specific safety and soundness concerns that a 
    particular institution presents.
        The Director's authority to require audits on a case-by-case basis, 
    or to waive or modify an audit requirement in appropriate circumstances 
    may be delegated.
    
    C. OTS Access to Work Papers of Small Savings Association Audits
    
        Five commenters responded to the issue of whether OTS should have 
    access to audit work papers in cases where a small savings association 
    obtains an audit voluntarily. Most of the commenters were in favor of 
    granting access to work papers if it increases the efficiency of the 
    examination process. Two commenters were opposed to granting access to 
    audit work papers based on the rationale that by rescinding the audit 
    requirement, OTS is no longer an intended beneficiary of the audit 
    process.
        In the interest of eliminating duplicative efforts, OTS believes it 
    would be beneficial for small savings associations, who voluntarily 
    have audits, to have their independent auditors make audit work papers 
    available to OTS as part of their audit engagement. OTS encourages 
    candid communication between examiners and independent auditors. OTS 
    policy encourages examiners to utilize independent audit work papers to 
    plan examinations and to reduce duplicative efforts and to share 
    examination work products with independent auditors. OTS believes that 
    it would be extremely beneficial for examiners and auditors to continue 
    to share their work products. Therefore, OTS will require that the 
    engagement letters for required and voluntary audits contain a 
    provision that gives OTS access to the audit work papers. This 
    provision is a continuation of the current OTS policy in Public 
    Accountant (PA) Bulletin 7a, ``Audits of Insured Institutions, Service 
    Corporations and Joint Ventures by Independent Public Accountants.''
    
    D. Holding Company Audit Requirements
    
        A few commenters presented suggestions on the manner in which OTS 
    should determine whether a savings and loan holding company is required 
    to obtain an audit for safety and soundness purposes. One commenter 
    suggested OTS utilize the same requirements that are applicable to bank 
    holding companies. Currently, the rules and policies applicable to bank 
    holding companies require an annual independent audit of all holding 
    companies with consolidated assets of $150 million or more. Other 
    commenters suggested that savings and loan holding companies be 
    required to obtain an audit if they are a multiple holding company 
    (i.e., owner of more than one depository institution) or have assets in 
    excess of $1 billion.
        An objective in developing the overall OTS audit approach was to 
    attain comparability with the other Federal banking agencies. Because 
    the Federal Reserve's bank holding company audit requirement and the 
    FDIC's insured depository institution audit requirement differ, OTS 
    weighed the advantages and disadvantages of each agency's asset 
    threshold. Setting a lower asset threshold (i.e., $150 million) at the 
    holding company level would, in effect, require certain insured 
    subsidiary institutions to obtain an audit that would otherwise not 
    have been required by the FDIC.
        In determining the exposure to a thrift posed by its parent holding 
    company, the OTS focuses primarily on the relationship and transactions 
    between the thrift and its affiliates. OTS believes that its current 
    holding company regulatory structure limits the risks from intercompany 
    transactions that may not be in the best interests of the thrift.
        To avoid situations where the holding company audit requirement 
    would essentially create an audit requirement for the subsidiary 
    institution, OTS has decided against adopting the Federal Reserve's 
    $150 million threshold for bank holding companies. Instead, OTS will 
    require audits of holding companies whose subsidiary savings 
    association(s) have aggregate assets of $500 million or more. OTS 
    selected the $500 million asset threshold to achieve comparability with 
    the approach utilized in the FDIC regulation. This requirement has also 
    been incorporated into the instructions to the annual/current holding 
    company report H-(b)11.
        The final rule provides that the Director of OTS may require, at 
    any time, an independent audit of any savings and loan holding company, 
    with aggregate assets of less than $500 million, when needed for 
    purposes of safety and soundness.
    
    E. Alternatives to Auditing Procedures for Bank Secrecy Act and Third 
    Party Reviews of Service Bureaus That Could Be Used To Address Safety 
    and Soundness Concerns
    
        A few commenters responded to the issue of whether OTS should 
    continue to have independent auditors perform procedures to test 
    compliance with the Bank Secrecy Act (BSA) and apply OTS standards for 
    third-party reviews of service bureau internal controls. Commenters 
    indicated that BSA compliance and service bureau internal controls 
    should be tested in more detail by an institution's internal audit 
    staff and OTS examiners.
        OTS initially required independent auditors to test savings 
    associations' compliance with the BSA as part of a strategy to closely 
    monitor currency transactions. Since that time, OTS has expanded the 
    scope of examination procedures in this area and required their 
    application in all types of examinations. OTS believes that BSA 
    compliance is now adequately tested through the internal audit 
    functions of institutions and the examination process. In December of 
    1993, OTS rescinded PA Bulletin 7a-3, ``Auditors' and Accountants' 
    Responsibilities Under Currency and Foreign Transactions Reporting Act 
    (Bank Secrecy Act)''. No audit requirements for testing compliance with 
    the BSA are included in the final rule.
        OTS issued its standards for third party reviews of service bureaus 
    at a time when there was limited supervisory and professional auditing 
    guidance on the subject. Since that time, OTS and the other banking 
    agencies have developed a uniform examination approach for EDP 
    functions including service bureaus. The auditing profession has also 
    revised its standards on several occasions to address testing of 
    service bureau internal controls. In addition, under the proposed OTS 
    Standards for Safety and Soundness regulations, promulgated pursuant to 
    section 39 of the FDI Act, associations would be required to maintain 
    an internal audit system that adequately tests and reviews internal 
    controls and information systems, including service bureaus. OTS 
    believes that service bureau internal controls are adequately tested 
    through an institution's internal audit function and the OTS 
    examination process. Therefore, PA Bulletin 7-1a, ``Standards for 
    Audits of Insured Institutions Using Electronic Data Processing'' will 
    be rescinded.
    
    F. Trust Audits
    
        Several commenters presented suggestions on the requirements for 
    audits of savings association trust departments. Two commenters 
    suggested that trust departments should be audited based on the volume 
    or dollar value of trust assets managed. Commenters indicated that 
    trust department audits could be performed by internal auditors, 
    external auditors, or OTS examiners. Commenters also suggested that 
    trust department audits were generally more beneficial to the 
    institution when performed by the internal audit function or as part of 
    an OTS compliance review.
        OTS believes that the approach for trust audits outlined in the 
    proposal combined with examination procedures is responsive to safety 
    and soundness concerns. Therefore, the final rule will implement the 
    approach outlined in the proposal.
    
    III. Description of Final Rule
    
    A. General
    
        The final rule generally follows the approach outlined in the 
    proposal. Savings associations and savings and loan holding companies 
    are no longer required to have independent audits except in cases 
    where: (1) FDIC rule 12 CFR Part 363 requires independent audits of 
    savings associations; (2) OTS requires independent audits of savings 
    and loan holding companies (i.e., holding companies with aggregate 
    insured depository assets of $500 million or more); or, (3) OTS 
    requires an independent audit, or agreed-upon procedures, of a savings 
    association or savings and loan holding company due to safety and 
    soundness concerns (e.g., CAMEL 3, 4 or 5 examination rating for 
    savings associations or other identified safety and soundness 
    concerns).
        The final rule also includes two technical corrections to 12 CFR 
    562.3--Statements of Condition--that were not included in the proposal. 
    First, the final rule amends 12 CFR 562.3(b)(2) to eliminate language 
    requiring savings associations to make their audited financial 
    statements available to depositors upon request. This change was 
    necessary due to the fact that the final rule eliminates the mandatory 
    audit requirement. Any member of the public may obtain a copy of the 
    audited financial statements of a savings association, or other FDIC-
    insured depository institution, that files a report with the FDIC 
    pursuant to FDIC rule 12 CFR Part 363 simply by making a request to the 
    institution.
        Second, the final rule amends 12 CFR 562.3(d) to eliminate a cross 
    reference to 12 CFR 571.2. This change was necessary due to the fact 
    that the final rule eliminates 12 CFR 571.2.
    
    B. Securities Filings
    
        The final rule does not affect any of the auditing standards, 
    accounting standards, or other requirements for financial statements 
    contained in securities filings submitted to OTS pursuant to the 
    Securities Exchange Act of 1934 (1934 Act) or OTS regulations parts 
    563b, 563d, or 563g (Securities filings). Applicable federal securities 
    laws and regulations require securities filings to comply with 
    generally accepted accounting principles (GAAP) and to include 
    financial statements and other information that have been audited by 
    independent public accountants in accordance with GAAS. Savings 
    associations anticipating a conversion from mutual to stock form of 
    ownership, or any other transaction governed by the federal securities 
    laws and regulations, should note that the accounting or auditing 
    requirements for such securities filings continue to apply.
    
    IV. Regulatory Flexibility Act
    
        Pursuant to section 605(b) of the Regulatory Flexibility Act, it is 
    certified that this rule will not have a significant economic impact on 
    a substantial number of small entities. The rule is expected to relieve 
    a regulatory burden on savings associations with assets of less than 
    $500 million. The overall economic impact is not expected to be 
    significant because it is anticipated that many of these institutions 
    will continue on a voluntary basis to obtain annual independent audits. 
    Therefore, Regulatory Flexibility Act analysis is not required.
    
    V. Paperwork Reduction Act
    
        The reporting requirements contained in this final rule have been 
    submitted to and approved by the Office of Management and Budget under 
    OMB Control No. 1550-0082 for review in accordance with the Paperwork 
    Reduction Act of 1980 (44 U.S.C. 3504(h)). Comments on the collections 
    of information should be sent to the Office of Management and Budget, 
    Paperwork Reduction Project (1550), Washington, DC 20503 with copies to 
    the Office of Thrift Supervision, 1700 G Street NW., Washington, DC 
    20552.
        The reporting requirements in this proposal are found in 12 CFR 
    550.7(a) and 12 CFR 562.4(a). The information is needed by OTS to 
    provide an orderly mechanism for expeditiously processing requests for 
    non-public information while ensuring confidentiality. The likely 
    recordkeepers are Federal savings associations.
    
    VI. Executive Order 12866
    
        OTS has determined that this final rule does not constitute a 
    ``significant regulatory action'' for purposes of Executive Order 
    12866.
    
    VII. Effective Date
    
        OTS has provided for a 30-day delayed effective date for this rule. 
    See 5 U.S.C. 553(d). The Riegle Community Development and Regulatory 
    Improvement (CDRI) Act of 1994, which was signed by the President on 
    September 23, 1994, imposes further effective date requirements with 
    respect to regulations issued by the Federal banking agencies. Section 
    302(b) of that law requires the agencies to delay the effective date of 
    new regulations that ``impose additional reporting, disclosures, or 
    other new requirements on insured depository institutions'' until the 
    first day of the first calendar quarter after the regulations are 
    published in final form. An exception to this requirement is available 
    if the agency determines, ``for good cause published with the 
    regulation,'' that the regulation should become effective sooner.
        Although the principal effect of today's rule is to relieve 
    restrictions rather than to impose ``new requirements'' on insured 
    depository institutions, certain of its provisions arguably fall within 
    the scope of coverage of the CDRI Act's effective date provision. For 
    the following reasons, however, the OTS has concluded that good cause 
    exists to accelerate the effective date that would be required by the 
    CDRI Act.
        Application of this CDRI Act effective date provision would cause 
    today's rule to take effect on January 1, 1995. OTS's current rules 
    require all savings associations to be audited at least once in each 
    calendar year. If the effective date of today's rule is delayed until 
    January 1, 1995, then it will not exempt any savings associations from 
    their obligation to obtain an audit in calendar year 1994. The result 
    would be to require those associations that are relieved of the annual 
    audit requirement under today's rule to incur the burden and expense of 
    an annual independent audit for no reason other than the timing imposed 
    by the CDRI Act's delayed effective date provision. This result would 
    be inconsistent with the purpose of section 302 of the CDRI Act, which 
    is generally to reduce regulatory burden and the cost of compliance. 
    See H.R. Conf. Rep. No. 103-652, 103d Cong., 2d Sess. 168 (1994). 
    Accordingly, the OTS finds good cause for the rule to become effective 
    earlier than the date that the CDRI Act would otherwise require.
        Finally, the OTS notes that the CDRI Act effective date provision 
    applies only to regulations affecting insured depository institutions. 
    Regulations applicable to holding companies are therefore beyond the 
    scope of the provision.
    
    List of Subjects
    
    12 CFR Part 550
    
        Reporting and recordkeeping requirements, Savings associations, 
    Trusts and trustees.
    
    12 CFR Part 552
    
        Reporting and recordkeeping requirements, Savings associations, 
    Securities.
    
    12 CFR Part 562
    
        Accounting, Reporting and recordkeeping requirements.
    
    12 CFR Part 563
    
        Accounting, Advertising, Crime, Currency, Flood insurance, 
    Investments, Reporting and recordkeeping requirements, Savings 
    associations, Securities, Surety bonds.
    
    12 CFR Part 571
    
        Accounting, Conflicts of interest, Gold, Investments, Reporting and 
    recordkeeping requirements, Savings associations.
        Accordingly, OTS hereby amends subchapters C and D, chapter V, 
    title 12, Code of Federal Regulations, as set forth below:
    SUBCHAPTER C--REGULATIONS FOR FEDERAL SAVINGS ASSOCIATIONS
    
    PART 550--TRUST POWERS OF FEDERAL SAVINGS ASSOCIATIONS
    
        1. The authority citation for part 550 is revised to read as 
    follows:
    
        Authority: 12 U.S.C. 1462a, 1463, 1464, 1735f-7.
    
        2. Section 550.7 is revised to read as follows:
    
    
    Sec. 550.7  Audit of trust department.
    
        (a) A committee of directors of the Federal savings association who 
    are independent of its management shall make, or cause to be made, a 
    suitable audit of the association's trust department annually. The 
    audit shall, at a minimum, ascertain whether the department has 
    internal control policies and procedures in place to provide reasonable 
    assurance that:
        (1) Fiduciary activities are administered in accordance with 
    applicable laws and regulations, governing trust instruments, and sound 
    fiduciary principles;
        (2) Fiduciary assets are properly safeguarded; and
        (3) Transactions are accurately recorded in the appropriate 
    accounts in a timely manner.
        (b) The audit shall be conducted in accordance with generally 
    accepted standards for attestation engagements and any other standards 
    established by the OTS. The audit may be conducted by internal 
    auditors, external auditors or other qualified persons who are 
    responsible only to the board of directors.
    
    PART 552--INCORPORATION, ORGANIZATION, AND CONVERSION OF FEDERAL 
    STOCK ASSOCIATIONS
    
        3. The authority citation for part 552 continues to read as 
    follows:
    
        Authority: 12 U.S.C. 1462, 1462a, 1463, 1464, 1467a.
    
    
    Sec. 552.6-4  [Removed and Reserved]
    
        4. Section 552.6-4 is removed and reserved.
    SUBCHAPTER D--REGULATIONS APPLICABLE TO ALL SAVINGS ASSOCIATIONS
    
    PART 562--REGULATORY REPORTING STANDARDS
    
        5. The authority citation for part 562 continues to read as 
    follows:
    
        Authority: 12 U.S.C. 1463.
    
        6. Section 562.3 is amended by removing paragraph (b)(2), 
    redesignating paragraph (b)(3) as paragraph (b)(2), and revising 
    paragraph (d) to read as follows:
    
    
    Sec. 562.3  Statements of condition.
    
    * * * * *
        (d) Alternative annual statement of condition. The requirement of 
    paragraph (a)(2) of this section is satisfied when a savings 
    association makes copies of its audited financial statements 
    conspicuously available to the public in its home office and each of 
    its branch locations.
    * * * * *
        7. Section 562.4 is added to read as follows:
    
    
    Sec. 562.4  Audit of savings associations and savings association 
    holding companies.
    
        (a) General. The OTS may require, at any time, an independent audit 
    of the financial statements of, or the application of procedures agreed 
    upon by the OTS to a savings association, savings and loan holding 
    company, or affiliate (as defined by 12 CFR 563.41(b)(1)) by qualified 
    independent public accountants when needed for any safety and soundness 
    reason identified by the Director.
        (b) Audits required for safety and soundness purposes. The OTS 
    requires an independent audit for safety and soundness purposes:
        (1) If, as of its most recent report of examination, a savings 
    association has received a composite rating of 3, 4 or 5 on the CAMEL 
    financial institutions' rating scale; or
        (2) If, as of the beginning of its fiscal year, a savings and loan 
    holding company controls savings association subsidiary(ies) with 
    aggregate consolidated assets of $500 million or more.
        (c) Procedures. (1) When the OTS requires an independent audit 
    because such an audit is needed for safety and soundness purposes, the 
    Director shall determine whether the audit was conducted and filed in a 
    manner satisfactory to the OTS.
        (2) The Director may waive the independent audit requirement for a 
    savings association that, as of its most recent report of examination, 
    has received a CAMEL rating of 3, 4 or 5, if the Director determines 
    that an audit would not address the safety and soundness issues that 
    caused the examination rating.
        (3) When the OTS requires the application of procedures agreed upon 
    by the OTS for safety and soundness purposes, the Director shall 
    identify the procedures to be performed. The Director shall also 
    determine whether the agreed upon procedures were conducted and filed 
    in a manner satisfactory to the OTS.
        (d) Qualifications for independent public accountants. The audit 
    shall be conducted by an independent public accountant who:
        (1) Is registered or licensed to practice as a public accountant, 
    and is in good standing, under the laws of the state or other political 
    subdivision of the United States in which the savings association's or 
    holding company's principal office is located;
        (2) Agrees in the engagement letter to provide the OTS with access 
    to and copies of any work papers, policies, and procedures relating to 
    the services performed;
        (3) Is in compliance with the American Institute of Certified 
    Public Accountants' (AICPA) Code of Professional Conduct and meets the 
    independence requirements and interpretations of the Securities and 
    Exchange Commission and its staff; and
        (4) Has received, or is enrolled in, a peer review program that 
    meets guidelines acceptable to the OTS.
        (e) Voluntary audits. When a savings association, savings and loan 
    holding company, or affiliate (as defined by 12 CFR 563.41(b)(1)) 
    obtains an independent audit voluntarily, it shall be performed only by 
    an independent public accountant who satisfies the requirements of 
    paragraphs (d)(1), (d)(2), and (d)(3) of this section.
    
    PART 563--OPERATIONS
    
        8. The authority citation for part 563 continues to read as 
    follows:
    
        Authority: 12 U.S.C. 375b, 1462, 1462a, 1463, 1464, 1467a, 1468, 
    1817, 1828, 3806; 42 U.S.C. 4106.
    
    
    Sec. 563.170  [Amended]
    
        9. Section 563.170 is amended by removing paragraph (a)(2) and the 
    paragraph designation of (a)(1).
    
    PART 571--STATEMENTS OF POLICY
    
        10. The authority citation for part 571 continues to read as 
    follows:
    
        Authority: 5 U.S.C. 552, 559; 12 U.S.C. 1462a, 1463, 1464.
    
    
    Sec. 571.2  [Removed and Reserved]
    
        11. Section 571.2 is removed and reserved.
    
        Dated: November 17, 1994.
    Jonathan L. Fiechter,
    Acting Director.
    [FR Doc. 94-28878 Filed 11-22-94; 8:45 am]
    BILLING CODE 6720-01-P
    
    
    

Document Information

Published:
11/23/1994
Department:
Thrift Supervision Office
Entry Type:
Uncategorized Document
Action:
Final rule.
Document Number:
94-28878
Dates:
December 23, 1994.
Pages:
0-0 (1 pages)
Docket Numbers:
Federal Register: November 23, 1994, No. 94-246
RINs:
1550-AA68
CFR: (6)
12 CFR 550.7
12 CFR 562.3
12 CFR 562.4
12 CFR 563.170
12 CFR 571.2
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