§ 238.5 Audit of savings association holding companies. ( a ) *General.* The Board may require, at any time, an independent audit of the financial statements of, or the application of procedures agreed upon by the Board to a savings and loan holding company, or nondepository affiliate by qualified independent public accountants when needed for any safety and soundness reason identified by the Board.
( b ) *Audits required for safety and soundness purposes.* ( 1 ) The Board requires an independent audit for safety and soundness purposes 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.
( 2 ) Except as provided in paragraph (b)(3) of this section, with regard to a savings and loan holding company's fiscal year beginning in the calendar years 2020 or 2021, the applicability of the requirement in paragraph (b)(1) of this section shall be determined based on the lesser of: ( i ) The aggregate consolidated assets of the savings and loan holding company as of December 31, 2019; and
( ii ) The aggregate consolidated assets of the savings and loan holding company as of the end of its fiscal year ending in calendar year 2020.
( 3 ) The relief provided under paragraph (b)(2) of this section does not apply to a savings and loan holding company if the Board determines that permitting the savings and loan holding company to determine its assets in accordance with that paragraph would not be commensurate with the risk profile of the savings and loan holding company. When making this determination, the Board will consider all relevant factors, including the extent of asset growth of the savings and loan holding company since December 31, 2019; the causes of such growth, including whether growth occurred as a result of mergers or acquisitions; whether such growth is likely to be temporary or permanent; whether the savings and loan holding company has become involved in any additional activities since December 31, 2019; the asset size of any parent companies; and the type of assets held by the savings and loan holding company. In making a determination pursuant to this paragraph (b)(3), the Board will apply notice and response procedures in the same manner and to the same extent as the notice and response procedures in 12 CFR 263.202.
( c ) *Procedures.* ( 1 ) When the Board requires an independent audit because such an audit is needed for safety and soundness purposes, the Board shall determine whether the audit was conducted and filed in a manner satisfactory to the Board.
( 2 ) When the Board requires the application of procedures agreed upon by the Board for safety and soundness purposes, the Board shall identify the procedures to be performed. The Board shall also determine whether the agreed upon procedures were conducted and filed in a manner satisfactory to the Board.
( 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 Board with access to and copies of any work papers, policies, and procedures relating to the services performed;
( 3 ) ( i ) Is in compliance with the American Institute of Certified Public Accountants' (AICPA) Code of Professional Conduct; and
( ii ) 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 Board.
( e ) *Voluntary audits.* When a savings and loan holding company or nondepository affiliate obtains an independent audit voluntarily, it must be performed by an independent public accountant who satisfies the requirements of paragraphs (d)(1), (d)(2), and (d)(3)(i) of this section.
[Reg. LL, 76 FR 56532, Sept. 13, 2011, as amended at 85 FR 77362, Dec. 2, 2020]