Frasers Group courts Big Four auditors as governance turnaround faces fresh test

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Department StoresGeneral Retail

Frasers Group is preparing to launch a search for a new Big Four auditor, in a move that will test whether the retail giant has repaired the governance concerns that once left it struggling to find any firm willing to sign off its accounts.

The Sports Direct owner, founded by Mike Ashley, has made Deloitte, EY, KPMG and PwC aware that it wants them to tender for its audit contract, according to reports.

One person familiar with the discussions said some of the Big Four firms were already “courting” Frasers, although another suggested it remained unclear how many would be willing to pitch given the group’s past governance issues.

Frasers has been audited by mid-tier accountancy firm RSM since 2020, with the firm paid £3.1m for the work last year.

Its previous auditor, Grant Thornton, quit in 2019 after a difficult period for the retailer, which included delays to its financial results and the disclosure of a potential €674m tax bill.

At the time, investor adviser PIRC branded Frasers, then still called Sports Direct, “an embarrassment to UK corporate governance”.

The retailer risked becoming the first major listed UK business to fail to appoint an auditor after the top firms declined to tender for the work. Some mid-tier firms, including BDO and Forvis Mazars, were also reported to have raised concerns about taking on the contract.

Before RSM was appointed, Frasers asked the UK government to clarify whether ministers could force an auditor to examine its accounts if no firm agreed to do so.

Securing a Big Four auditor has since been seen inside the business as an important marker of credibility, as Frasers works to distance itself from a series of governance controversies.

The group is now led by Ashley’s son-in-law Michael Murray, who became chief executive in 2022 when Ashley moved into an advisory role.

Murray has sought to professionalise the business, including appointing an investor relations director for the first time, while continuing to push Frasers further into premium retail and international markets.

However, the group has also become more complex to audit. Under Murray, it has expanded overseas, built a sizeable retail property portfolio and continued Ashley’s long-running strategy of taking stakes in rival retailers and brands, often through derivatives.

Last year, Frasers appointed Sir Jon Thompson, the former head of the UK’s accounting regulator, to its board. The move was widely viewed as part of the group’s attempt to strengthen its governance credentials.

His appointment came less than a year after the regulator closed an investigation into Grant Thornton’s audit of Sports Direct’s 2016 financial statements.

Frasers’ board is reportedly preparing to run a tender for another firm to take over the audit from 2029. That would give any incoming auditor time to wind down advisory work carried out for Frasers that could create a conflict of interest.

RSM could also bid to retain the contract.

A change in 2029 would come a year before Frasers is required under UK rules to put the audit out to tender, but would coincide with the end of the current lead audit partner’s maximum five-year term.

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Frasers Group courts Big Four auditors as governance turnaround faces fresh test

Boohoo

Frasers Group is preparing to launch a search for a new Big Four auditor, in a move that will test whether the retail giant has repaired the governance concerns that once left it struggling to find any firm willing to sign off its accounts.

The Sports Direct owner, founded by Mike Ashley, has made Deloitte, EY, KPMG and PwC aware that it wants them to tender for its audit contract, according to reports.

One person familiar with the discussions said some of the Big Four firms were already “courting” Frasers, although another suggested it remained unclear how many would be willing to pitch given the group’s past governance issues.

Frasers has been audited by mid-tier accountancy firm RSM since 2020, with the firm paid £3.1m for the work last year.

Its previous auditor, Grant Thornton, quit in 2019 after a difficult period for the retailer, which included delays to its financial results and the disclosure of a potential €674m tax bill.

At the time, investor adviser PIRC branded Frasers, then still called Sports Direct, “an embarrassment to UK corporate governance”.

The retailer risked becoming the first major listed UK business to fail to appoint an auditor after the top firms declined to tender for the work. Some mid-tier firms, including BDO and Forvis Mazars, were also reported to have raised concerns about taking on the contract.

Before RSM was appointed, Frasers asked the UK government to clarify whether ministers could force an auditor to examine its accounts if no firm agreed to do so.

Securing a Big Four auditor has since been seen inside the business as an important marker of credibility, as Frasers works to distance itself from a series of governance controversies.

The group is now led by Ashley’s son-in-law Michael Murray, who became chief executive in 2022 when Ashley moved into an advisory role.

Murray has sought to professionalise the business, including appointing an investor relations director for the first time, while continuing to push Frasers further into premium retail and international markets.

However, the group has also become more complex to audit. Under Murray, it has expanded overseas, built a sizeable retail property portfolio and continued Ashley’s long-running strategy of taking stakes in rival retailers and brands, often through derivatives.

Last year, Frasers appointed Sir Jon Thompson, the former head of the UK’s accounting regulator, to its board. The move was widely viewed as part of the group’s attempt to strengthen its governance credentials.

His appointment came less than a year after the regulator closed an investigation into Grant Thornton’s audit of Sports Direct’s 2016 financial statements.

Frasers’ board is reportedly preparing to run a tender for another firm to take over the audit from 2029. That would give any incoming auditor time to wind down advisory work carried out for Frasers that could create a conflict of interest.

RSM could also bid to retain the contract.

A change in 2029 would come a year before Frasers is required under UK rules to put the audit out to tender, but would coincide with the end of the current lead audit partner’s maximum five-year term.

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