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2019 was unquestionably the year when Ireland entered a new phase of transparency, writes Claire Lord. Companies Front and centre in 2019 was the launch of the Central Register of Beneficial Ownership of Companies and Industrial & Provident Societies, which opened for filings on 29 July. The first filing deadline of 22 November 2019 applied to companies and industrial and provident societies that had been incorporated on or before 22 June 2019. By this deadline, these companies and societies had to file information on their beneficial owners to the central register. Now, every company and industrial and provident society registered in Ireland must file information on their beneficial owners to the central register within five months of becoming incorporated. A beneficial owner is a natural person who ultimately owns or controls the share capital or the voting rights, or has control by any other means. The relevant legislation states that a holding (direct or indirect) of 25% plus one share will be indicative of ownership and control. The information required to be filed to the central register includes name, date of birth, nationality, residential address and PPS number. While companies and societies will be required to submit these details to the central register, the only information available to the public will be a beneficial owner’s name, country of residence, nationality, month and year of birth and nature and extent of ownership and control. Individuals acting on behalf of An Garda Síochána, the Financial Intelligence Unit, the Criminal Assets Bureau, the Revenue Commissioners and other competent authorities will be entitled to access all information submitted to the central register, save for PPS numbers. Trusts Last year, Ireland also transposed into law the requirements under the Fourth Anti-Money Laundering Directive, as amended by the Fifth Anti-Money Laundering Directive (5MLD), concerning the determination of the beneficial ownership of certain types of trusts. These requirements apply to express trusts whose trustees are resident in Ireland, or which are otherwise administered in Ireland. These new requirements oblige trustees of these trusts to create and maintain internal registers of the beneficial ownership of those trusts. A beneficial owner of a trust is a natural person who ultimately owns or controls the trust and/or the natural persons on whose behalf a transaction or activity is conducted. This includes, at least, all of the settlors, the trustees, the protectors (if any), the beneficiaries, or – where the beneficiaries have yet to be determined – the class of persons in whose main interest the trust is set-up or operates, and any other natural person exercising ultimate control over the trust through direct or indirect ownership or by other means. The information required to be maintained on an internal register of the beneficial ownership of a trust includes the name, date of birth, nationality and residential address of each beneficial owner. In addition to obtaining and holding this information, trustees are obliged, on request, to provide the Revenue Commissioners and other competent authorities with access to their internal register. Ireland is required to set-up a central register of beneficial ownership of trusts by 10 March 2020. Partnerships In late 2019, we saw the introduction of regulations that extend the requirement to file financial statements in the Companies Registration Office (CRO) to additional types of partnership. These regulations took effect on 1 January 2020. Before these new regulations took effect, the partnerships that were required to file financial statements in the CRO were partnerships where all of the partners who did not have a limit on their liability were limited companies or their overseas equivalents. The new regulations now require partnerships to file financial statements in the CRO where they are partnerships whose ultimate beneficial owners enjoy the protection of limited liability, including in circumstances where a partner is an unlimited company whose ultimate beneficial owners enjoy the protection of limited liability. Conclusion Much progress was made by legislators during 2019 to bring Ireland in line with the transparency requirements of the EU. While additional compliance requirements can place an initial burden on businesses, regardless of how those businesses are structured, normalising transparency of ownership and ensuring consistent public reporting of financial performance can only strengthen trading and the policing of money laundering.   Claire Lord is a Corporate Partner and Head of Governance and Compliance at Mason Hayes & Curran.

Feb 10, 2020
Business Law

With the Criminal Justice Act 2018 now coming into force, what is required to protect your organisation’s integrity and reputation? The newly enacted Criminal Justice (Corruption Offences) Act of 2018 is a robust piece of legislation that introduces new corruption-related offences, extra-territorial reach, tougher penalties for those convicted of corruption and the potential for companies to avail of a defence based on taking “reasonable steps” and performing “due diligence” to avoid an offence under the Act. The Act was one of the key measures contained in the Government’s white collar crime package, which was published in November 2017. The Act is also intended to fulfil national commitments under various international anti-corruption instruments including the Organisation for Economic Co-operation and Development (OECD) Convention on Bribery of Foreign Public Officials, the United Nations Convention against Corruption (UNCAC) and the Council of Europe Criminal Law Convention on Corruption. The Act introduces the new offence of “trading in influence”, which criminalises bribery of Irish or foreign officials. It has also introduced “strict criminal liability” for organisations. In effect, this means that the body corporate (“corporates” or “organisations”) will be criminally liable for the actions of its directors, managers, employees or agents should they commit a corruption offence for the corporate’s benefit. Key measures The Act includes the following key measures: Active and passive corruption: a person who corruptly offers, gives or agrees to give a gift, consideration or advantage to any person doing an act in relation to his or her office, employment, position or business shall be guilty of an offence. A similar provision also applies to the acceptance of a gift, consideration or inducement on this basis. The offences address corruption within both the public and private sectors. Furthermore, the reference to office, employment, position or business is intended to cover all public and private sector positions, including those in voluntary bodies such as sporting or charitable organisations; Trading in influence: the Act includes a new offence of “trading in influence”, both active and passive, which criminalises both the offering of a bribe in order to induce a third-party to exert an improper influence over an act of an official, and corruptly accepting the bribe on these grounds; Extra-territorial reach: the Act provides for extraterritorial jurisdiction over acts of corruption outside Ireland committed by Irish persons or companies, or other Irish-registered entities; Presumption of corruption: the Act introduces a presumption of corruption where benefits have been given to an official. It also introduces the concept of a “connected person”, which was one of the key recommendations arising from the Mahon planning tribunal; Strict criminal liability offence: a fundamental element of the Act is the section that will make organisations liable for the corrupt actions committed by its directors, managers, secretaries, employees, agents or subsidiaries. Section 18(2) of the Act affords a possible defence that the corporate took all reasonable steps and exercised all due diligence in order to avoid the commission of the offence; and Penalties: the Act provides for sentences of up to 10 years in prison and unlimited fines for conviction on indictment of serious corruption offences. There are also additional penalties in respect of office holders and public officials. What to do… Organisations must develop and implement robust anti-corruption policies and procedures. It has become increasingly crucial for organisations to develop anti-corruption programmes to help minimise the risk of non-compliance. Given the extraterritorial reach of the Act, it is important for organisations to take account of both local and international activities. As outlined earlier, in order to present a defence against a corruption charge, a body corporate must prove that it took all “reasonable steps” and exercised all “due diligence” to avoid the commission of the corruption offence. In terms of developing an anti-corruption programme, there is a need to perform a comprehensive, risk-based assessment that takes account of: Country risk: dependent on the level of international activities (i.e. beyond national borders); Sectoral risk: a recent fraud-based survey identified corruption as the most common occupational fraud scheme in every global region, including Western Europe. Corruption poses significant risks to several industries and is more prominent in the energy, construction, manufacturing and government and public administration sectors. The survey estimates that the average loss to victim organisations is $250,000; Transaction risk: certain types of transaction give rise to higher risks (e.g. charitable or political contributions, licences and permits, and transactions relating to public procurement); Project-based risk: such risks might arise in high-value projects, with projects involving many contractors or intermediaries, or with projects that are not apparently undertaken at market prices or do not have a clear legitimate objective; and Relationship risk: certain relationships may involve higher risk. For example, the use of intermediaries in transactions with foreign public officials; consortia or joint venture partners; and relationships with politically exposed persons or those with links to prominent public officials. It is important that the risk assessment is tailored specifically to the organisation’s environment and enables the organisation to identify and prioritise the risks it faces. The risk assessment framework should also recognise: Oversight of the risk assessment by top level management; Appropriate resourcing; Identification of the internal and external information sources that will enable risk to be assessed and reviewed; Due diligence enquiries; and Accurate and appropriate documentation of the risk assessment and its conclusions. Lessons from the UK In many ways, the Act reflects the approach of similar legislation operating in the UK, namely the UK Bribery Act (UKBA) 2010. Under the UKBA, the means of defence against prosecution is based on having established “adequate procedures” to prevent corruption acts. UK-based enforcements and prosecutions reveal that bribery and corruption are significant risks where organisations operate internationally. They also highlight the dangers “associated” persons can pose. In the UK, a common denominator in the numerous enforcement actions to date has been the role of third parties in paying bribes or facilitating payments. Consequently, third-party due diligence, contractual protections and compliance audits continue to be critical components of companies’ anti-bribery and corruption policies and procedures. In certain cases, it is not sufficient for an organisation to merely have a policy in order to invoke the “adequate procedures” defence. This policy must be reviewed over time to ensure it remains fit for purpose and must be properly implemented. Beyond the Act, corporate culture plays a significant role in preventing corruption and this ultimately rests on employees’ behaviour. Boards and senior management need to demonstrate and communicate a proactive stance against corruption. The effectiveness of the “tone at the top” cascading throughout the organisation is a key factor in ensuring the commitment of middle managers and staff across all levels of the organisation. Conclusion The process of developing adequate procedures to minimise corruption risk does not have to be onerous. A sound assessment of the risk of exposure to bribery and corruption is the starting point. Organisations must be proportionate in their response; a well-managed and risk-aware organisation should not have any difficulty in developing adequate procedures, which form the defence against prosecution, and in making these work. Detecting any potential corruption offence is a difficult challenge for any organisation. Understanding the methods by which corruption offences are detected is critical for both investigating schemes and implementing effective prevention strategies. Surveys demonstrate that corruption is likely to be detected by tip-offs, which highlights the importance of having secure whistleblowing systems and procedures in place. It is important to note that, while the promotion of arrangements such as the whistle-blower hotline is often aimed primarily towards employees, organisations should also consider promoting their reporting mechanism to outside parties, especially customers and suppliers. The ultimate test for an anti-corruption programme is whether it actually works, and organisations must be prepared to demonstrate this. Ongoing monitoring and auditing, including culture-based audits, also further strengthen organisations’ means of defence. Ultimately, organisations should take a common-sense and risk-based approach to developing and implementing anti-corruption programmes in order to protect their integrity, interests and reputation. Justin Moran is a Director in the Governance, Risk and Internal Controls division at Mazars.

Aug 01, 2018
Regulation

Paula Nyland considers how Chartered Accountants involved in the third sector can improve transparency and prosperity to the benefit of charities and society at large. The third sector on the island of Ireland impacts directly or indirectly on the work of every Chartered Accountant, whether as a director/trustee, audit practitioner, employee or volunteer. In the Republic of Ireland alone, the sector includes 9,500 non-profits that are incorporated as companies, more than 4,000 primary or secondary schools, and 800 friendly societies, co-operatives, trade unions, professional associations, political parties or charter bodies. Another 15,000 or so are unincorporated associations, clubs and societies. Chartered Accountants are critical to supporting and directing this sector, and it’s important that they are aware of some of the impacts of changing regulatory conditions on their practice.  Greater financial transparency and accountability Since 2014, when it was established under the Charities Act, 2009, the Charities Regulator in the Republic of Ireland has been working to bring greater public transparency and regulatory accountability to the work of the charity sector – about one-third of all non-profits. The Regulator now plans to introduce new regulations that will clarify the reporting requirements for charities in the form of an Irish version of Charities SORP. Charities SORP is a module of FRS 102, which provides guidance on financial accounting and reporting for charitable entities. It is currently mandatory for UK charities, but only recommended for charities in Ireland. Based on our analysis of all of the financial statements filed by Irish non-profits since 2015, Benefacts has discovered that just 12% of Ireland’s incorporated charities currently file financial statements using Charities SORP on a voluntary basis. This will change when the forthcoming regulations are introduced. All larger incorporated charities (more than €250,000 in income or expenditure) will be required to meet these higher standards of disclosure, and will no longer be permitted to file abridged accounts. Currently, the level of abridgement in charities’ accounts here is running at 37%, and this is something the Charities Regulator has repeatedly spoken out on – most recently after the launch of Benefacts’ Sector Analysis Report in April 2019. For the audit profession, there is a clear need to become familiar with these reporting standards, because the question is no longer whether Charities SORP will become a requirement for larger charities in the Republic of Ireland, but when. Guidelines on fundraising and internal control Even in advance of the new regulations on financial reporting, the Charities Regulator has been active in setting standards for the charity sector, with guidelines for fundraising from the public issued in November 2017 and a governance code issued at the end of 2018. These measures, coupled with the Internal Financial Controls Guidelines for Charities, have created a strong foundation for control within the regulated charity sector, in particular for the people serving on the boards of charities and non-profits. VAT repayment scheme  Elsewhere in Government, there have been measures to respond to campaigns from within the sector. Following years of lobbying to change the VAT regime for charities, Government introduced a new scheme that has made €5 million available for recovery annually by charities against VAT paid from non-statutory or non-public funds for costs after 1 January 2018. The deadline for 2018 claims was 30 June 2019. DPER Circular 13 of 2014 Without having the full force of regulations, the standards for financial disclosures promulgated by the Department of Public Expenditure and Reform (DPER) nonetheless deserve to be more widely understood by the accountancy profession. Circular 13 of 2014 is the most important statement of the disclosure standards that are expected of all entities receiving State aid, and it is the responsibility of every government funder to ensure that these are being followed. They set out the requirements for reporting every source of government funding, the type of funding provided (loan, current or capital grant, service fee), the purposes of the funding and the year in which funding is being accounted for. Abridged accounts do not meet the standards of DPER 13/2014, nor do accounts prepared using the new standard for micro-enterprises, FRS 105. FRS 105 (micro entities) When the Companies (Accounting) Act 2017 was commenced on 9 June 2017, it introduced the concept of the Micro Companies Regime, which is provided for in Section 280 of the Companies Act 2014. This allows smaller companies (with two of the following conditions: turnover of €700,000 or less, balance sheet total of €350,000 or less, and no more than 10 employees) to prepare financial statements under FRS 105 instead of FRS 102. FRS 105 provides for minimum disclosures: no directors’ report, no requirement to disclose directors’ remuneration, no disclosure of salary costs or employee numbers. In 2017, 5% of non-profit companies reported to the CRO using this standard, including some that receive funding from the public or from the State.  Charities in the UK are not permitted to report using FRS 105, but as yet there is no such regulation in the Republic of Ireland. The burdens of disclosure Many Irish non-profit organisations receive funding from more than one source – some from many sources, as will be clear from even a cursory glance at the listings of well-known names on www.benefacts.ie. As well as multiple funding sources, most major charities are regulated many times over, if you count the oversight responsibilities of the CRO/ODCE, the Charities Regulator, the Housing Regulator, Revenue, HIQA et al. The high administration and compliance burden represents a real cost – including, of course, the cost of audit fees. At a minimum, of course, company directors must confirm that the company can continue as a going concern; Charities SORP requires that trustees disclose their policy for the maintenance of financial reserves and it is expected that these will reflect a prudent approach to maintaining funds to see them through periods of unexpected difficulty. These are sensible, indeed fundamental, principles and the annual financial reporting cycle is intended to give confidence to all stakeholders that the directors/trustees fully understand their responsibilities and are fulfilling the duties of care, diligence and skill enjoined on them. The €20 million or so currently spent by non-profit companies on audit fees (as yet the public has no access to the accounts of unincorporated charities) should be money well spent. The better the quality of the financial statements, the more these can play a role in initiatives being explored by a number of Government agencies to explore cost-saving “tell-us-once” solutions, supported by Benefacts. Who is accountable? Using current data from filings to the CRO and the Charities Regulator, Benefacts reported in Q1 2019 that 81,500 people are currently serving in the governance of Irish non-profit companies and charities. 49,000 of these serve as the directors of 9,500 non-profit companies, and the rest are the trustees of unincorporated charities. All are subject to regulation, and they include many members of Chartered Accountants Ireland.  By any standard, this is a large sector with more than 163,000 employees and an aggregate turnover in 2017 of €12 billion, €5.9 billion of which came from the State (8.4% of all current public expenditure in that year). Most of this funding was concentrated in only 1% of all the bodies in the sector. Voluntary bodies enjoy some of the highest levels of trust in our society, but it has become clearer in recent years that this trust does not spring from an inexhaustible reservoir. It must be continuously invested in and replenished by the work of every non-profit, most especially in the form of ample and transparent public disclosure – about their values, their work, its impacts, and the sources of their funding. Above all, the board carries responsibility for setting a tone of transparency and accountability, and directors/trustees need to be aware of their personal responsibilities in this regard. As professionals, we are often looked to by our friends and family, by our clients, or by our fellow directors/trustees for advice or leadership. We all know that in any kind of business, the consequence of a loss of public confidence can be dire; in non-profits, it can be fatal.   Paula Nyland FCA is Head of Finance & Operations at Benefacts and Co-Chair of the Non-Profit and Charities Members Group at Chartered Accountants Ireland.

Aug 01, 2019
Regulation

IAASA’s Observations document highlights key topics management, directors and audit committees should consider when preparing and approving 2018 financial statements.   IAASA published its 2018 Observations document, the eleventh such document, last September. The document aims to assist in the production of high-quality financial reports by emphasising some key financial reporting topics to be considered by management, directors and audit committees when preparing, approving and auditing financial statements. IAASA’s Financial Reporting Quality function examines the annual and half-yearly financial statements of equity issuers, debt issuers and closed-end fund issuers to ensure that they are compliant with the relevant financial reporting framework. IAASA’s financial reporting supervision remit is limited to Irish companies trading on the regulated markets of European stock exchanges (issuers). However, the Observations document may be relevant to a broader range of companies when preparing year-end financial statements. The matters included in IAASA’s Observations document derive from a variety of sources including, but not limited to: The risk rating assessment for individual issuers from IAASA’s risk matrix, which is used to select specific reports for examination; The outcome of overviews performed on preliminary announcements and annual/half-yearly financial reports; Topical issues such as supplier funding arrangements, new IFRS guidance and media commentary; Issues identified at the European Enforcers Co-ordination Sessions (EECS), which is organised by the European Securities and Markets Authority (ESMA). EECS is a forum for European accounting enforcers; Peer issues – matters identified in an entity’s periodic financial report that may be relevant to a wider group of issuers; and Financial reporting issues identified by IAASA’s audit inspection teams. The primary audience for IAASA’s Observations document is the preparers of financial statements. However, it should also help users of those financial statements to understand the significant judgements and estimates made by management in their preparation. Financial reporting environment Entities face unknown economic, political and social threats and uncertainties because of Brexit and heightened protectionist policies, particularly in the USA. The UK is leaving the European Union on 29 March 2019. The details of any Brexit agreement may be clearer by the time entities are finalising their 2018 annual financial reports during the first quarter of 2019. Brexit will affect different entities in different ways and to different extents. Depending on the terms of any Brexit agreement, entities’ ability to conduct business on existing terms may be disrupted (e.g. supply chain, access to the single market, access to the Customs Union, the impact of cross-border and cross-channel trade, and the impact of euro-Sterling exchange rate volatility). Against this ongoing uncertainty, impacted issuers should monitor the likely impact Brexit will have and consider disclosing the financial reporting implications. Some comments on the key topics covered in the Observations document are set out below. Impact of recently issued standards  The quality of disclosures of the impact of new accounting standards effective for the first time in 2018 (IFRS 9 and IFRS 15) in issuers’ 2018 half-yearly reports has been variable. Similarly, the quality of disclosures regarding IFRS 16 (effective 2019) has been mixed. IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors sets out the required disclosures for the initial application of an IFRS [IAS 8.28] and for a new IFRS that is not yet effective [IAS 8.30-31]. The Observations document highlights the requirement to disclose the impact of the initial application of IFRS 9 Financial Instruments. These include the requirements to disclose re-classifications of financial assets and financial liabilities upon initial application of IFRS 9 and a reconciliation of the impairment allowances under IAS 39 Financial Instruments: Recognition and Measurement and under IFRS 9 disaggregated by measurement category [IFRS 7.42I-42S]. IFRS 15 Revenue from Contracts with Customers is effective for accounting periods beginning on or after 1 January 2018. IFRS 15 requires entities to disclose more information about contracts with customers and to disclose disaggregated information about revenue. IAASA indicates that, as the application date of IFRS 16 Leases and IFRS 17 Insurance Contracts nears, entities are required to provide more qualitative and quantitative information about their impact. Significant judgements and sources of estimation uncertainty  IAS 1 Presentation of Financial Statements requires disclosure of significant judgements [IAS 1.122] and sources of estimation uncertainty [IAS 1.125]. IAASA expects entities to: Clearly distinguish these two separate requirements; and Avoid the temptation to provide an extensive list of such items that do not meet the IAS 1 criteria. Complex customer and supplier arrangements and factoring These arrangements can vary greatly from entity to entity, both in terms of their nature and impact. IAASA encourages disclosure of such arrangements and, in particular, the cash flow treatments thereof. Identifiable intangible assets In applying IFRS 3, issuers should consider whether intangible assets should be separately recognised and disclosed on the basis of the separability criterion of IFRS 3 [IFRS 3.B33]. Alternative performance measures Entities’ compliance with ESMA’s Alternative Performance Measures Guidelines has been varied. IAASA reminds entities to endeavour to fully comply with the guidelines and, in particular, to provide explanations where an alternative performance measure is changed or is no longer presented. Consistency of key assumptions IAASA calls on entities to “‘sense check” the consistency between the key assumptions used for the fair value measurement of intangible assets acquired in a business combination with the subsequent intangible asset assumptions used elsewhere in the financial statements. Individual intangible assets Entities with material individual intangible assets should ensure that the disclosure requirements of IAS 38 Intangible Assets, dealing with the disclosure of information about material individual intangible assets, are provided in full [IAS 38.122(b)]. The Observations report can be downloaded at www.iaasa.ie. Maurice Barrett is Senior Financial Reporting Manager in IAASA’s Statutory Reporting Quality Unit.

Dec 03, 2018
Regulation

Amid a sea of change, how can insurance entities survive and thrive in 2018 and beyond? The insurance industry in Ireland is undergoing a period of rapid change. How boards and their businesses engage in innovative transformation, on both strategic and regulatory risk management fronts, will dictate whether they get ahead during this transitional period and ensure their sustainability and profitability going forward. This trend extends to the global insurance industry also, which is experiencing technological advances, product changes, increasing consumer demands and increased competition through non-traditional channels. Against this backdrop, the regulation of the industry is evolving with boards now grappling with the implementation of Solvency II, the first annual reporting date this year and the advent of the Insurance Distribution Directive (IDD) and Packaged Retail and Insurance-based Investment Products Regulations (PRIIPs) next year. New products are also on the horizon, such as driverless cars and peer-to-peer insurance, which are being facilitated by price comparison websites, mobile internet transactions and telematics-based services. The domestic landscape On the domestic front, more than 430 international financial services companies operate in Ireland. Together, they employ over 38,000 people, hold €200 billion in assets and generate €32 billion in premium income from domestic and international customers. From a regulatory perspective, Ireland’s insurance sector has a ‘hub and spoke’ structure with 82% of business written by branches outside Ireland. There has been an 11% increase in the number of regulated insurance entities in Ireland since Q4 2015, according to the most recent Central Bank of Ireland annual report. The IMF Financial Sector Assessment Program (FSAP) indicated in July 2016 that Brexit is likely to have a negative effect on the Irish financial system, although it has undoubtedly created opportunities for the insurance industry to grow in Ireland with potential for new market entrants, new business opportunities and even the cessation of current partnerships. Key themes to date 2016 was all about data and most notably, the risk management of cybersecurity. Cybersecurity remains firmly on the agenda of insurance entities as they seek to protect consumers’ data in line with the Central Bank of Ireland’s guidance, issued in September 2016. Insurance entities are required to demonstrate how they manage and mitigate cyber risk including stolen data, lost data, corrupted data and unauthorised use of data. In 2017, the focus remains centred on risk management which is central to the sustainability of all insurance industries. In the words of Sylvia Cronin, Insurance Director at the Central Bank of Ireland, “The creation of long-term value can only be assured by practical and effective risk management which pro-actively anticipates the comprehensive range of risks underlying every business”. From a regulatory perspective, the first annual reporting deadline for Solvency II was May 2017, which included the auditor reviewing parts of the returns for the first time. Insurance entities are now required to ensure that their business models are aligned with their risk management to ensure that adequate capital provisions are maintained. The Solvency and Financial Condition Report (SFCR) required entities to demonstrate effective risk management including classification of own fund items, the ongoing compliance to the tiering criteria, obligations relating to own fund items and the related stress-testing. Boards of insurance entities are also required to approve and monitor medium-term capital management plans. Consumer protection is also a key regulatory theme during 2017. In April of this year, the European Insurance and Occupational Pensions Authority (EIOPA) published a report on its thematic review of issues in the unit-linked life insurance market arising from business links between providers of asset management services and insurers. The Central Bank of Ireland also published a Consumer Protection bulletin in April, which focused solely on the motor insurance industry, and revealed that 62% of personal motor insurance policies are provided by companies incorporated in Ireland and prudentially regulated by the Central Bank of Ireland. The Consumer Protection Risk Assessment (CPRA) guide followed in July of this year and it outlines how the Central Bank of Ireland will assess the consumer protection risk management frameworks in place in all financial services entities. The guide requires that consumer protection not only be part of an entity’s strategy, business plan, policies and procedures, but – most notably – be part of the culture of the business itself. The future Looking to future, insurance entities operating in Ireland will face a number of issues during 2018. The Central Bank of Ireland has established a team to deal with entities considering relocating to Ireland from the UK as a result of Brexit, and it will be interesting to see what entities will relocate here. Looking beyond 2018, geopolitical uncertainty around Brexit and Trump could adversely impact asset values. Insurance entities’ stress-tests will need to be robust enough to ensure that the entity can withstand asset shock. From an economy perspective, the low interest rates experienced for the past 10 years are expected to increase gradually, which will no doubt impact on the investment strategy of insurance entities and ultimately, investment performance. The overall solvency position of the insurance sector remains high but according to the International Monetary Fund (IMF) FSAP, several factors put pressure on long-term non-life sector profits. In the life sector, there is strong resilience to interest rate shocks as few products carry guarantees on principal rates of return. However, the non-life sector is more reliant on investment return for profitability and is facing an increase in the frequency and average cost of claims. The regulatory view From a regulatory perspective, the European Commission is expected to carry out an assessment during 2018 of whether Solvency II should be amended in relation to the prudential treatment of private equity and privately placed debt. The implementation of PRIIPs was delayed in November 2016 and will come into force on 1 January 2018. Some insurance entities which are also MiFID firms will be affected by the implementation of MiFID II and MIFIR on 3 January 2018. The IDD will apply from 23 February 2018, with EIOPA required to submit the final draft regulatory technical standard under Article 10(7), which relates to the adaption of certain amounts in euro to the European Commission. Accounting developments will also have an impact on how insurance companies are required to report their results through their financial statements including IFRS 17, which will replace IFRS 4 from 1 January 2021. Conclusion Insurance entities have faced – and continue to face – an unprecedented level of change. Boards will need to adapt their business models to not only to meet the regulatory challenges, but to also build regulation into their culture. Those that engage in the ongoing innovative transformation of their entity with a focus on risk management will not only get ahead, but stay ahead and ensure their organisation’s ongoing adaptation to the changing nature of the industry and consumer demands. Sarah Lane is Director, Financial Services Risk & Regulation, at Mazars Ireland.

Dec 01, 2017
Regulation

Sarah Lane outlines the top 10 questions that should be on the minds of directors and management teams. In March 2017, the Central Bank of Ireland published the Central Bank Investment Firms Regulations. This document consolidates all requirements for investment firms into one document, which is timely given the imminent overhaul of EU legislation for markets in financial instruments. For example, MiFID II will go live on 3 January 2018 while other ongoing regulatory changes continue to affect the industry. These include European Market Infrastructure Regulation (EMIR), Base Erosion and Profit Sharing (BEPS) and General Data Protection Regulation (GDPR). The regulations supplement existing legislative requirements, most notably MiFID (European Communities (Markets in Financial Instruments) Regulations 2007) and the Investment Intermediaries Act 1995. While the majority of regulations remain the same, there are some new requirements – particularly for fund administrators. Below, we summarise the top 10 questions for directors and management teams of the affected entities. 1. Who do the regulations apply to? The new regulations apply to investment firms, certain investment business firms (excluding retail intermediaries) and fund administrators. 2. What is the application date of the regulations? The Central Bank Investment Firms Regulations (S.I. No 60/2017) came into force on 7 March 2017. 3. What is the background to the legislation? The Central Bank consulted twice in relation to the regulations, first of all in CP 97 (Investment Firms Regulations) and secondly, in CP 100 (Risk Assessment and Capital Planning for Fund Administrators). The regulations are legislated for through a statutory instrument. Therefore, non-compliance may constitute a prescribed contravention under Part IIIC of the Central Bank Act 1942, giving rise to Central Bank enforcement action. 4. Which sections apply to MiFID investment firms? MiFID investment firms are subject to the requirements detailed in Part 2 (including relationship with the Central Bank, internal audit requirements and reporting requirements). Investment business firms that are not fund administrators are subject to the requirements in Part 2 and Part 3 (additional supervisory requirements, including organisational requirements and telephone recording). 5. What topics do the regulations cover for MiFID investment firms? The general requirements for MiFID investment firms can be split into the following broad headings: relationship with the Central Bank; acquisition and disposal of assets; internal audit requirements; change in auditor; and reporting requirements. There are also additional supervisory requirements for investment business firms including: organisational requirements; client borrowing; books and records; and telephone recording. 6. What guidance did the Central Bank issue alongside the regulations? The Central Bank published guidance on the following topics: relationship with the Central Bank; fund administrators outsourcing; and own funds, risk assessment and capital planning for fund administrators. The Central Bank, on the same date, also published the Central Bank Investment Firms Regulations Q&A to set out answers to queries likely to arise in relation to the new regulations. 7. Which sections apply to fund administrators? Fund administrators are subject to the requirements in Parts 2-5 (including requirements around directors, client assets, fund prospectus, outsourcing and capital adequacy). It is important to note that the obligations of fund administrators under the regulations and the guidance apply to both Irish and non-Irish administered funds and also apply equally to intra-group outsourcing arrangements. 8. What topics do the regulations cover for fund administrators? The regulations replace Chapter 5 of the AIF Rulebook entitled Fund Administrator Requirements, and include those requirements outlined above as well as the following: Fund prospectus; Client assets; Directors: residency is now defined as being present in the State for 110 working days; Outsourcing: a new annual return to the Central Bank is required (see question nine below) and certain activities are prohibited from being outsourced (see question 10 below); and Own funds and capital adequacy requirements for fund administrators: similar to the Capital Requirements Directive (CRD), there is a requirement to develop a risk analysis and capital adequacy assessment process which is documented to identify, assess and manage risk. 9. What is the annual outsourcing return requirement for fund administrators? The Central Bank issued a letter to all fund administrators on 7 March 2017, which emphasised that requirements on the outsourcing of administration activities in relation to investment funds are structured so that all fund administrators maintain a consistent standard of oversight of Outsourcing Service Providers (OSPs) and retain ultimate responsibility for the outsourced activities. The letter stated that between 48-61% of fund administration activities were carried out by OSPs as at 31 December 2015, based on the five larger Irish fund administrators they reviewed. To that end, the new regulations require fund administrators to submit an outsourcing return to the Central Bank annually, which contains the following information at the end of the calendar year: All outsourcing arrangements entered into by the fund administrator; The location of the outsourcing service provider; The date from which the fund administrator was permitted to enter into the outsourcing arrangement; and The names of all investment funds in the event that the fund administrator has outsourced the release of the final net asset value (NAV) where permitted (under permission from the Central Bank). It is important to note that governance and oversight of outsourcing remains a key control for the directors in order to ensure they minimise potential risks arising from outsourcing. The Central Bank included observations and recommendations regarding outsourcing arrangements within Irish fund administrators, which should be adhered. The recommendations include a documented, formalised outsourcing policy and the establishment of an outsourcing committee. 10. What activities cannot be outsourced for fund administrators? The Central Bank guidance for fund administrator outsourcing dictates that core management functions shall not be outsourced in order for the fund administrator to exercise adequate and effective control and decision-making. Core management functions include: Setting the risk strategy; Setting the risk policy; Setting the risk-bearing capacity of the fund administrator; Management functions, such as the setting of strategies and policies in respect of the fund administrator’s risk profile and control; Oversight of the operation of the fund administrator’s processes; The final responsibility towards clients and the Central Bank; Maintenance of the shareholder register; and The check and release of the investment fund’s final NAV. Sarah Lane is Director, Financial Services Risk & Regulation, at Mazars.

Aug 03, 2017
Spotlight

The Institute’s regulatory and disciplinary function is central to maintaining trust and integrity in who we are and what we do. The regulatory landscape faced by the profession has changed beyond recognition over the last two decades. For Chartered Accountants Ireland, this landscape is made even more complex by the fact that we have regulatory obligations in two jurisdictions, and it is likely that one of those will soon be outside the European Union (EU).  While much of the discourse around regulation of the profession in recent years has focused on implementation in Ireland and the UK of the EU audit reform package, remember also that the Institute’s regulatory functions extend beyond statutory audit to insolvency, investment business, anti-money laundering supervision and ATOL licensing (UK travel agents) – all of which is supervised by a variety of State agencies. And this is all underpinned by various regulations of our own, compliance with which goes hand-in-hand with being a Chartered Accountant. Our regulatory stakeholders in Ireland include the Irish Auditing and Accounting Supervisory Authority (IAASA), the Department of Justice, Equality and Reform, and the Central Bank. In the UK, the Financial Reporting Council (FRC), Financial Conduct Authority, the Insolvency Services (one in Great Britain and one in Northern Ireland) and HM Treasury – all providing State oversight or supervision of the Institute’s exercise of its regulatory obligations. More recently, the role accountants in practice can play in the prevention of money laundering has come under particular scrutiny with EU legislation imposing specific requirements for external accountants/auditors to have in place appropriate measures (client due diligence and so on) to mitigate money-laundering risks. In Ireland and the UK, legislation requires the professional bodies to supervise compliance with this regime. Indeed, in the UK there is likely to be established shortly a State agency – the Office for Professional Body Anti-Money Laundering Supervision (OPBAS) – whose role will be to oversee how the accountancy and other professional bodies supervise their members’ AML compliance. The regulatory field is truly a crowded place. All such regulators have similar but different supervisory requirements and needs; all requiring to some extent regulatory plans, periodic reporting, appropriate processes and procedures. It is not surprising, therefore, that over the last quarter of a century, Institute members and practitioners have witnessed the evolution of a suite of bye-laws and regulations necessary to allow the Institute to carry out these regulatory functions. To say that Chartered Accountants work with a complex regulatory framework is an understatement. Why do this at all? A look back at Institute’s Royal Charter provides an insight into the thinking behind what it means to be a Chartered Accountant. This states that the Institute exists to ensure that there are professional accountants with the integrity, skills, expertise and judgement necessary to support the economy and society. It describes the tasks of the then “public accountant” as “difficult” and “important”, requiring observance of “strict rules” of conduct as a condition of membership. The various rules and regulations now applicable to Institute members are of course unrecognisable when compared to what existed some 128 years ago. Nevertheless, the essence of the message these rules conveyed is equally relevant to today’s Chartered Accountant. Our new president, Shauna Greely, recently captured this succinctly: “Integrity and ethics are right at the core of what it means to be Chartered Accountants”. Maintaining trust and confidence in our profession and having regard to the public interest remain key components of the Institute’s mission. Strategy 2020 reaffirmed our commitment in this regard, stating that a key element of the Institute’s aim is to maintain our role as regulator of all Chartered Accountants, so public confidence in the profession is maintained and enhanced. Our commitment to maintain the regulation of our members as Chartered Accountants holds true in the context of the transfer of the regulation of PIE (Public Interest Entities) auditors to IAASA. It is a principle that in the first instance, regulation should be supportive of members in their day-to-day professional lives, backed with stringent but appropriate discipline. In practical terms, the Institute’s regulation and disciplinary functions are central to providing assurance to members and other stakeholders equally that the Institute takes this seriously. The frameworks governing how these functions are delivered, however, have changed significantly over the years. We are no longer a self-regulating body which supervises the performance of many of the core activities traditionally performed by Chartered Accountants such as statutory audit work, investment business services or UK insolvency work. The Institute’s own regulatory obligations in these areas is overseen by the above-referenced State agencies with significant powers to review, instruct, investigate and sanction professional accountancy bodies. In practical terms, this means that the Institute is regularly reviewed/inspected by such agencies; reports of findings are issued; and recommendations made are followed up to ensure implementation – in many respects, such a process will be familiar to many practitioners. A key difference is that the Institute could possibly be subjected to a number of different reviews/inspections, findings and closing meetings annually. Such change in the regulatory landscape governing our profession is an essential element in maintaining confidence in what we do; the Institute has long acknowledged this. For example, the recent transfer of responsibility to IAASA for the supervision and inspection of audits of so-called public interest entities (PIEs) has been long supported by the Institute as a critical element in reaffirming confidence in statutory audit. To answer the “Why do it?” question above, I do believe that the Institute continues to be well-placed to play an important role in the delivery of regulation and discipline. Current arrangements allow members in practice, in particular, to carry on a range of activities (those regulated by statute) that would otherwise require them to be regulated/supervised separately by a number of different State regulators whereas, at present, in this regard the Institute provides a single point of reference and regulation. Change and challenge Undoubtedly, the most significant change to the Institute’s regulatory framework has resulted from the transposition in Ireland and the UK of the EU’s statutory audit reform package, which took effect from the middle of last year, with Ireland due to complete certain aspects of the transposition later this year via a Companies (Statutory Audits) Act. In transposing this legislation, the UK and Ireland could have put the professional bodies out of the audit regulation business, full stop! Instead, both jurisdictions have opted to avail of a “delegation approach” which permits State competent authorities (IAASA and the FRC) to delegate certain audit regulatory activities back to the professional accountancy bodies, but subject to specific terms and conditions. This regime is now live in the UK between the FRC and the recognised bodies and is currently being discussed in Ireland between IAASA and the recognised accountancy bodies (RABs). In Ireland, while the general consensus may have been that these new regimes will actually mean a certain degree of ‘de-risking’ by the accountancy bodies, given that IAASA has now assumed responsibility for supervision of PIE audits, there are aspects of the current legislative proposals, particularly relating to the supervision and investigation of auditors from other EEA states, which will require further scrutiny. It is also proposed that the RABs will retain responsibility for investigating complaints concerning PIE audits which have not arisen as a result of an IAASA inspection (nobody said this was simple!) Ultimately, as with any scenario where the Institute is being asked to assume regulatory responsibilities, whether by statute or otherwise, Council of the Institute decides on whether these delegation terms and conditions are acceptable, taking account of costs, resource needs, risks to the Institute and advantages/disadvantages to members and firms. The Institute has already signed up to a similar delegation structure in the UK. And assuming it does likewise in Ireland (with IAASA), we embark on a new relationship with our two key regulators in terms of the supervision of statutory audit. And while the scope of responsibilities of IAASA and the FRC differ somewhat, the new regimes provide a platform that will also require positive relationships to deliver on a shared agenda of promoting confidence in the profession, albeit acknowledging the need for a certain degree of healthy tension that, by necessity, must exist between all concerned. The Institute, of course, has an ongoing imperative to deliver its regulatory functions in a manner that is efficient and fair. I would add to that ‘proportionate’ and ‘balanced’. An ongoing challenge for regulators, I believe, is to achieve an approach to regulation which, as well as assuring compliance with relevant regulatory and professional requirements, also adds value and encourages and recognises high standards and quality. Practitioners, in particular, already face significant challenges in serving the needs of clients. So where we can provide assistance in addressing the requirements of what often seem difficult and complex professional requirements, we should. Members in business too are obviously subject to the Institute’s range of bye-law and regulatory requirements, particularly with regard to Continuing Professional Development (CPD). Note that while the quantum of CPD is important (whether input or output-based), a popular misconception that exists is that this must be primarily in core areas such as financial reporting. What is important is that CPD undertaken is relevant to the day job, be that marketing, compliance, HR, IT and so on. CPD in so-called softer skills also constitutes relevant CPD. Of course, where there is alleged misconduct, the Institute is obliged to ensure that this is dealt with in accordance with appropriate processes and procedures. Undoubtedly, the adversarial nature of a regulatory or disciplinary process can be difficult for all parties involved – and it is! The only certainty with regard to the regulatory environment in which the profession operates is that it will continue to change. Revised audit exemption thresholds introduced finally by the Companies (Accounting) Act, 2017 in Ireland may well result in more firms deciding that they no longer require an audit licence. Indeed, where firms are not providing services requiring any form of statutory oversight by the Institute, the need for continued membership may be questioned given there continues to be an inequitable regime in Ireland and the UK on the recognition of the term “accountant” or the provision of accountancy services (although there would continue to exist a requirement for supervision under AML legislation). Recognition of the term “accountant” was one issue raised recently at a meeting between the Institute president and Minister Mitchell-O’Connor. In Ireland and the UK, we may see amendments to the investment business licencing regimes as a result of transposition of the EU Insurance Distribution Directive, due for transposition next year. We can also expect further enhancements to AML requirements. So it’s not just about statutory audit. The Institute’s  regulatory/disciplinary function is one component of the Institute’s key strategic priority of promoting and maintaining trust and integrity in who we are and what we do. As identified in Strategy 2020, our underlying challenge is to perform our regulatory responsibilities in a manner that has the confidence of external stakeholders and our members. Anything else? Did someone mention Brexit? Aidan Lambe FCA is Director of Professional Standards at Chartered Accountants Ireland.

Jun 01, 2017
News

By Neil Gibson While the economic outlook for Ireland is slightly cooler than the last two buoyant years, it is not entirely unwelcome as the pressures of fast growth are beginning to become more visible. Here are 12 predictions for the economy in 2020. Prediction 1: GDP will rise by 3.2% Strength in the domestic economy resulting from a combination of job growth, real wage growth and government spending is projected to compensate for weakening global conditions. GDP is expected to be above trend at 3.2% in 2020. Modified domestic demand, which strips out the main distortions in Irish GDP, is forecast to grow at a similar rate (3.1%). Ireland will, therefore, remain near the top of the European growth charts. Biggest forecast risk: A global slow-down. Prediction 2: Employment to rise by 1.7% Job growth is expected to remain robust in 2020 with 40,000 net jobs for Ireland projected, a slight reduction on the 56,000 in 2019. Consumer and government spending will boost domestic businesses and strong migration will allow firms to keep recruiting. Biggest forecast risk: Skills gap and housing shortages prevent firms getting the talent they need. Prediction 3: Wage growth at 3.5% Wage growth has picked up over the last 18 months as labour supply tightens and skills gaps emerge in key sectors. The growth is also partly compositional with more hiring at the senior level, pushing up the overall average wage. Overall, average wage growth is projected to slip back very slightly from its 2019 level to 3.5% in 2020. Biggest forecast risk: Wage inflation accelerates as firms struggle to get the labour they need. Prediction 4: Consumer spending growth of 2.4% Despite signs of ebbing confidence in consumer surveys, the rate of job and wage growth should support a healthy 2.4% growth in consumer spending in 2020. With the national savings ratio at a healthy level and confidence largely restored in the property markets, fears over Brexit and the global economy appear to be only having a modest effect on consumer behaviour. Biggest forecast risk: Consumers’ confidence, which is already fragile, finally impacts behaviour and people choose to spend less. Prediction 5: Net migration of 40,000 Ireland remains a very open economy with fluid labour movements both in and out of the country. Net migration is projected to reach 40,000 in 2020 with Ireland’s economic strength and improved relative attractiveness as an English-speaking, cosmopolitan location further boosting inflows. This flow will continue to drive demand in the economy but will add to the pressure on public services and Ireland’s infrastructure. Biggest forecast risk: Insufficient housing supply leads to further rent appreciation which, in turn, deters migrants from coming to Ireland. Prediction 6: Inflation of 1.6% It is one of the great economic puzzles – how has inflation remained so low? With rising wages and a strong economy, most economic models would project a rise in headline inflation. A depreciation in sterling has helped keep Irish inflation down but high levels of competition may also have mitigated against firms increasing their prices. It may also reflect the application of new technology and data analytics as cost control measures. The twin conditions of healthy job/wage growth and low inflation has made it a very strong 18 months for domestic businesses. Biggest forecast risk: Inflation picks up sharply as wage increases lead businesses to feel confident about price increases and a wage/price spiral begins. Prediction 7: House prices to increase by 3.2% House price growth has slowed markedly in the last 12 months. Unusually, this is in not in response to a weakening economy but partly because of the lending rules that have placed a harder ceiling on borrowing. This has been a welcome outturn for the Irish economy overall, though it has not been helpful in accelerating the development of much needed additional housing supply. Our forecast is for prices to pick up slightly from the current growth rates, reflecting demand and affordability in the wider economy. Biggest forecast risk: Despite lending rules, increased cash investment triggers a rapid step up in prices. Prediction 8: Construction inflation of 7% Because of the strong overall economy, construction will continue to perform well with domestic and commercial demand remaining strong. In addition, increased levels of government capital spending are providing a further boost and, consequently, inflation in the sector is very high. Cooling global conditions may take a little heat out of the input and material prices but wages look set to continue to increase. Biggest forecast risk: An uptick in domestic building, coupled with infrastructure spending and further commercial development, creates a ‘perfect storm’, pushing construction cost up even further. Prediction 9: Housing completions: 24,000 Despite net migration of 34,000 into Ireland in the year to mid-2019 and a long-standing stock shortage, housing completion levels remained well below the required level at the end of last year. A moderation in house price growth, opportunities elsewhere in the construction sector and a challenging planning and regulation environment continue to work against a more marked acceleration in house building. Fortunately, the constrained supply has not resulted in an unwelcome sharp pick-up in prices. Biggest forecast risk: Sluggishness in granting permissions and significant opportunities elsewhere in construction lead to lower completion levels. Prediction 10: Tax receipts: 4% Tax receipts have been very robust across all major categories. Though corporation tax increases have made the headlines, income tax and VAT have also grown strongly, reflecting the broad-based economic growth under way in Ireland. It remains hard to predict tax receipts as Ireland’s fortunes have considerable exposure to a very small number of firms, but the forecast for continued job growth and healthy wage increases mean a very healthy 4% is our central forecast for 2020. Biggest forecast risk: Adverse global conditions impact the small group of firms that contribute a large proportion of corporation tax receipts. Prediction 11: Government balance at 0.1% of GDP That the Irish economy is back into general government surplus is both a cause for celebration but also somewhat concerning. The €175 billion debt mountain remains almost untouched, despite the sustained period of fast growth, making the rather cautious Budget set by the Minister for Finance both understandable and advisable. The forecast of a very modest surplus this year reflects uncertainty over the volatile corporation tax receipts and the long list of calls on government budgets across most areas of public service. Biggest forecast risk: Demand for investment in public services, partly driven by population growth, leads to higher levels of government spending. Prediction 12: Unemployment rate of 4.6% Unemployment has been falling steadily for seven years since its peak of over 15%. Employers are finding labour harder to find, though even at the 4.6% rate projected for 2020, it is still some way from being considered full employment. The steady flow of migration and demographic factors mean that the strong job forecasts will not translate into an equivalent fall in unemployment. Nevertheless, we project it will continue to fall to its lowest rate since 2005. Biggest forecast risk: A global slowdown eases hiring and with strong migration flows, unemployment levels move into reverse and start to rise again. (The predictions assume the avoidance of a no-deal Brexit in 2020.) Neil Gibson is the Chief Economist in EY Ireland.

Jan 03, 2020
Financial Reporting

Michael Kavanagh summarises the key points in ESMA’s recently published statement on European common enforcement priorities for 2019 IFRS financial statements. As we reach the end of 2019, it is timely that the European Securities and Markets Authority (ESMA) has issued its annual public statement highlighting the common areas that European national accounting enforcers will focus on when reviewing listed companies’ 2019 IFRS financial statements. Why should I care? Financial reporting plays an essential role in securing and maintaining investors’ confidence in financial markets. Effective financial reporting depends on appropriate and consistent enforcement of high-quality financial reporting standards. Within the EU, individual national accounting enforcers – such as the Irish Auditing and Accounting Supervisory Authority (IAASA) in Ireland and the Financial Reporting Council (FRC) in the UK – enforce financial reporting standards. European accounting enforcers are required to include ESMA topics in their examination of companies’ 2019 year-end financial statements. As such, the ESMA statement is essential reading for those within the remit of an EU accounting enforcement regime. It will also be of interest to others involved in any aspect of financial reporting. The priorities The common enforcement priorities related to 2019 IFRS financial statements include: Specific issues related to IFRS 16 Leases, especially the need to exercise significant judgement in its application, particularly in determining the lease term and the discount rate; Specific issues related to the application of IFRS 9 Financial Instruments for credit institutions relating to expected credit losses and assessing a significant increase in credit risk, and IFRS 15 Revenue from Contracts with Customers for corporate issuers, which should be in focus when revenue recognition is subject to significant assumptions and judgements; and The application of IAS 12 Income Taxes regarding deferred tax assets arising from unused tax losses (including the application of IFRIC 23 Uncertainty over Income Tax Treatments). The statement also highlights topics related to other parts of the annual report outside the financial statements. These include key non-financial information issues and alternative performance measures (APMs), the new European Single Reporting Format (ESEF) and disclosures around Brexit. Application of IFRS 16 Leases 2019 is the first year in which all entities mandatorily apply IFRS 16. To foster its consistent application, ESMA recommends that issuers monitor the discussions at the IFRS Interpretations Committee (IFRS IC) closely and highlights some of the recent IFRS IC agenda decisions. ESMA encourages issuers to assess whether these decisions have any impact on their application of IFRS 16 and, where applicable and relevant, provide specific information in their accounting policies, increase the level of transparency of the significant judgements made, and/or disclose the potential impacts. The statement goes on to discuss recent IFRS IC tentative decisions and discussions on lease terms and discount rates, and the impact they may have on financial reporting. ESMA also outlines its expectations concerning presentation and disclosure aspects of IFRS 16. The statement outlines that disclosable judgements may include, in particular, determining the lease liability (e.g. lease term, the discount rate used) as well as assessing whether a contract meets the definition of a lease under IFRS 16. Application of IFRS 15 and IFRS 9 The 2018 financial period was the first time IFRS 15 and IFRS 9 became applicable. IFRS 15 Revenue from Contracts with Customers led to major changes in the methodology used by companies in recognising revenue. ESMA states clearly that, in its view, the disclosures provided by entities need to be further improved. This is of importance in industries where revenue recognition is subject to significant assumptions and judgements. In particular, ESMA feels that: The disclosure on accounting policies needs to be detailed, entity-specific and consistent with the information provided in the other parts of the annual financial report; Financial reports should provide adequate information on the significant judgements and estimates made – such as regarding the identification of performance obligations and the timing of their satisfaction, whether the issuer is a principal or an agent under the contract, the determination of the transaction price (including the judgements related to variable consideration) and the allocation to the performance obligations identified (and notably the amount allocated to the remaining performance obligation); and Disclosure of disaggregated revenue could be improved and should take into account both their activities and the needs of users. The introduction of the new impairment model under IFRS 9 Financial Instruments had a significant impact on the financial statements of credit institutions. ESMA reiterates that the estimate of credit losses should be unbiased and probability-weighted based on a range of possible outcomes. Furthermore, this estimate should take into account forward-looking information that is reasonable, supportable and available without undue cost or effort. The statement outlines various messages around the requirements relating to the assessment of whether the credit risk has increased significantly since initial recognition, the disclosure requirements concerning the expected credit losses, disaggregation, sensitivity analysis etc. Accounting for taxation The statement provides certain messages around accounting for deferred tax assets arising from the carry-forward of unused tax losses and the application of the IFRIC 23 Uncertainty over Income Tax Treatments, which is applicable for the first time in 2019. Readers should note the recently published ESMA Public Statement on the deferred tax for such losses carried forward and ESMA’s expectation in this regard. Other matters The statement also highlights topics related to other parts of the annual report outside the financial statements. These include key non-financial information issues and APMs. ESMA also highlights the principles of materiality and completeness of disclosures, which should guide the reporting of non-financial information, including the importance of reporting information in a balanced and accessible fashion. This should include disclosures of non-financial information focusing on environmental and climate change-related matters, key performance indicators, and the use of disclosure frameworks and supply chains. Also, ESMA highlights specific aspects related to the application of the ESMA Guidelines on Alternative Performance Measures. In particular, companies are reminded of the importance of providing adequate disclosures to enable users to understand the rationale for, and usefulness of, any changes to their disclosed APMs, especially regarding changes due to the implementation of IFRS 16. New European harmonised electronic format ESMA expects issuers to take all necessary steps to comply with the new European Single Reporting Format (ESRF) for requirements that will be applicable for 2020 annual financial statements. Brexit Finally, ESMA once again highlights the importance of disclosures analysing the possible impacts of the decision of the UK to leave the EU. Conclusion ESMA and European national accounting enforcers will monitor and supervise the application of the IFRS requirements, as well as any other relevant provisions outlined in the statement, with national authorities incorporating them into their reviews and taking corrective actions where appropriate. ESMA will collect data on how EU-listed entities have applied the priorities and will report on findings regarding these priorities in its report on the 2020 enforcement activities. The ESMA public statement is available at www.esma.europa.eu   Michael Kavanagh is CEO of the Association of Compliance Officers in Ireland (ACOI) and a member of the Consultative Working Group, which advises the European Securities and Markets Authority’s Corporate Reporting Standing Committee.

Dec 03, 2019
Financial Reporting

In this era of multi-GAAP, it was particularly useful for Irish accountants to hear the latest from both the FRC and the IASB. By Terry O'Rourke & Barbara McCormack Chartered Accountants Ireland recently hosted presentations by representatives from the UK Financial Reporting Council (FRC) and the International Accounting Standards Board (IASB) on current developments in their respective accounting standards – UK/Irish GAAP and IFRS. Given that Irish and EU listed groups are required to use IFRS, and many other Irish companies (particularly Irish subsidiaries of EU listed groups), also do so, while most other Irish companies use UK/Irish GAAP as required by Irish company law, these developments will affect a significant number of Irish accountants. The FRC presenters were Anthony Appleton, Director of Accounting and Reporting Policy; Jenny Carter, Director of UK Accounting Standards; and Phil Fitz-Gerald, Director of the Financial Reporting Lab. The IASB presenter was Board member, Gary Kabureck. FRC and UK/Irish GAAP The FRC presentation reminded us of the most recent overhaul of the accounting aspects of FRS 102, which is mandatory for 2019 but was permitted to be adopted in advance of 2019. The main changes made by the FRC to FRS 102 in that Triennial Review arose from requests by stakeholders for simplifications and clarifications in several areas. The areas amended are set out in Table 1. Unsurprisingly, two of the main changes resulted in a relaxation of accounting for loans and financial instruments as these were aspects of FRS 102 that many companies, particularly SMEs, found quite challenging. The FRC noted too that FRS 102 and FRS 105 had also been amended to reflect the enactment in Irish company law of the small and micro companies regimes for financial reporting respectively. The FRC confirmed that the question of whether the more recent IFRS Standards should be incorporated into UK/Irish GAAP will be a topic for future consideration but is not on the immediate agenda. FRC monitoring of compliance with relevant regulatory reporting requirements In addition to its role as the accounting standard setter for both the UK and the Republic of Ireland, the FRC also monitors the financial statements of UK listed companies for compliance with relevant regulatory reporting requirements, including IFRS and UK GAAP, and engages with UK companies when it identifies concerns in this regard. Accordingly, the FRC presentation included pointers on the areas of most frequent concern in the reports of IFRS reporters identified by the FRC in this monitoring activity. These areas are set out in Table 2. It is notable that the top two areas relate to narrative aspects of the annual report – the information provided on judgments and estimates underlying the financial statements, and the strategic report provided by the board of directors. The FRC noted that a greater level of sensitivity analysis was desirable in providing adequate information on accounting estimates. Alternative Performance Measures (APMs) was the next area of concern and, as noted later in this article, the IASB plans to introduce greater discipline in relation to the inclusion of non-GAAP numbers by management. Impairment of assets continued to be a concern, as did accounting for income taxes. The FRC presentation noted basic errors in cash flow statements, often tending to overstate the amount of cash generated by the entity’s operating activities. In relation to the use by companies of reverse factoring or supplier finance, the FRC noted that insufficient detail and explanations were provided on this source of finance. The FRC also noted inconsistencies between the information provided by the directors in the front half of the annual report and the financial information provided in the financial statements. The FRC also reviewed compliance with the more recent IFRS Standards, IFRS 9 with its expected loss approach to loan impairment and IFRS 15 on revenue recognition. The FRC considered there was generally high-quality disclosure on impairment among the larger banks with a more mixed level of information being provided by non-banking corporates. On IFRS 15, the FRC found disclosure generally good, but with some accounting policy descriptions not sufficiently specific and often not easily matched to discussions of activity in the narrative reports. For 2019, compliance with IFRS 16 and the inclusion of all leases on the balance sheet for the first time is the main new challenge for many IFRS users. The FRC examined a number of 2019 interim accounts for the transitional disclosures on IFRS 16. Among the weaknesses it identified was a need for clearer descriptions of the key judgments made and better reconciliations of IFRS 16 lease liabilities and the previous IAS 17 operating lease commitments information. The FRC also suggested that care is needed in discussing year-on-year performance where prior year lease numbers have not been fully restated. Brexit and IFRS In relation to the accounting standards to be used by UK listed companies after Brexit, the FRC explained that the existing IFRS Standards would continue to be used and any new or amended IFRS Standards would be considered for adoption in the UK by a new UK Endorsement Board, using criteria very similar to those used by the EU for endorsing IFRS. FRC Financial Reporting Lab The FRC took the opportunity to outline the work of its Financial Reporting Lab, as this is an area of relatively less awareness in Ireland. The Lab was launched in 2011 and aims to help improve the effectiveness of corporate reporting. It is intended to provide a safe environment for companies and investors to work on improving disclosure issues. Areas on which the Lab had previously issued reports include business model reporting and risk and viability reporting. It recently issued a report on climate-related corporate reporting and is currently working on a workforce reporting project, looking particularly at the information companies might provide to show how the board is engaging with these critical areas. The FRC encouraged interested executives to look out for calls to participate or indeed, to contact the Lab for a discussion on its activities. The FRC reminded us of the requirements of the EU Regulation that most listed companies in the EU will be required to make their annual financial reports available in xHTML from 2021, with annual financial reports containing consolidated IFRS financial statements needing to be marked up using XBRL tags. The relevant EU Regulation is the European Single Electronic Format (ESEF) Regulation. IASB presentation Primary financial statements project The IASB presenter explained that a key issue being considered in this project relates to the statements of financial performance, particularly the income statement/profit and loss account, having regard to the concerns expressed by users and the possible means of remedying those concerns. First, users consider that the statements of financial performance are not sufficiently comparable between different companies. The IASB will propose the introduction of required and defined subtotals in those statements. The proposed changes would also provide users with more precise information through a better disaggregation of income and expenses. Users also consider that non-GAAP measures such as adjusted profit can provide useful company-specific information, but their transparency and discipline need to be improved. The IASB will propose specific disclosures on Management Performance Measures (MPMs), including a reconciliation to the relevant IFRS measure. MPMs are those that complement IFRS-defined totals or subtotals, and that management consider communicate the entity’s performance. These proposals will also require MPMs presented to be those that are used by the entity in communications with users outside the financial statements and that they must faithfully represent the financial performance of the entity to users. Goodwill and impairment The IASB has been exploring whether companies can provide more useful information about business combinations in order to enable users to hold management to account for their acquisition decisions at a reasonable cost. Users have commented that the information provided about the subsequent performance of acquisitions is inadequate, that goodwill impairments are often recognised too late, and that reintroducing amortisation should be considered. Preparers contend that impairment tests are costly and complex, and that the requirement to identify and measure separate intangible assets can be challenging. The IASB plans to issue a discussion paper in the coming months. Its tentative views to date are that amortisation should not be introduced, that it is not feasible to make impairment tests significantly more effective, and that separately identifiable intangible assets should continue to be recognised. However, the IASB considers that additional disclosures should be required about acquisitions and their subsequent performance, and that an amount for total equity before goodwill should be presented. It may also propose some simplifications in impairment testing. IBOR reform The IASB noted that it recently finalised a revision to IFRS 9 and IAS 39 on the potential discontinuance of interest rate benchmarks (IBOR reform) in order to facilitate the continuation of hedge accounting. (The FRC also plans to amend UK/Irish GAAP in this regard.) Amendments to IFRS 17 Insurance Contracts The IASB has proposed amendments to IFRS 17, particularly a one-year deferral of its effective date to 2022, as well as amendments to respond to concerns and challenges raised by stakeholders as IFRS 17 is being implemented. Other topics The IASB has taken on board the concerns raised about its discussion paper on accounting for financial instruments with characteristics of equity, and is considering refocusing that project to clarify aspects of IAS 32 as well as providing examples on applying the debt and equity classification principles of IAS 32. Given the diversity of views on how deferred tax relating to leases and decommissioning obligations should be accounted for, and the potential increase in differences arising due to the inclusion of all leases on the balance sheet under IFRS 16, the IASB has issued an exposure draft proposing to amend IAS 12. The IASB plans to respond to the absence of IFRS requirements on accounting for business combinations under common control by issuing a discussion paper in 2020, probably specifying a form of predecessor accounting. Conclusion A key feature of the presentations by both the FRC and the IASB on amendments to their accounting standards was the level of diligence applied by both standard setters in listening to the views and concerns of their various stakeholders and considering the most balanced and appropriate response to those concerns. This emphasis by the accounting standard setters on carefully considering the views of stakeholders while developing high-quality accounting standards is most reassuring and bodes well for the future of accounting standards. Terry O’Rourke FCA is Chairperson of the Accounting Committee of Chartered Accountants Ireland. Barbara McCormack FCA is Manager, Advocacy and Voice, at Chartered Accountants Ireland. 

Dec 03, 2019
Financial Reporting

The UK’s Financial Reporting Lab recently spoke to companies and investors about what they wanted from cash disclosures, outside of the cash flow statement. This is what they found… By Thomas Toomse-Smith It has been said that investing is as much art as science. Numbers can tell you so much, but at the heart of every investment decision is a story – either that which the company tells or which investors interpret for themselves. But to allow investors to interpret that story correctly, they need disclosures that help them better understand the generation, availability and use of cash. This allows them to make an assessment of management’s historical stewardship of a company’s assets, as well as support analysis of future expectations. Cash and flow The core disclosure that supports investor needs on cash is often conceptualised to be the cash flow statement. However, while it clearly provides information about the flow of cash, does it do a good job of explaining how that cash is, and (more critically) will be, generated and used? Our discussions with investors suggest that the disclosures that help answer this question are often provided outside of the cash flow statement, and perhaps outside of the annual report completely. Our project focused on this supplemental, but nevertheless fundamental, set of disclosures; disclosures that are principally about the sources and uses of cash. What do investors want? Our discussions with investors concluded that what they want, at a high level, is an overall direction on companies’ cash position but that this should be supported by further details. We have summarised investors’ needs in the model outlined in Figure 1. A focus on drivers Companies note that communicating their strategy and performance are essential objectives of their investor communications. However, for many companies, their attention is on a number of performance-focused metrics (such as profit or adjusted profit) with cash metrics featuring as a supporting, rather than a leading, metric. While companies often do a good job of explaining some aspects of their wider performance, cash metrics and cash generation are often not fully explained. This wider cash story deserves better explanation. Both numbers and narrative are crucial for investors. However, the most effective disclosures are those where numbers and narrative are combined in a way that shows how future cash generation is underpinned by current cash generation. Two ways in which we saw companies trying to communicate this was through better disclosure around selection and use of key performance metrics (in line with the practices suggested in our recent KPI report), and through the use of narratives (that bring all the cash-related elements together). A focus on sources of cash Understanding the link between the operations of a company and its generation of cash is a key objective for investors. However, it is something that is not always easy to do from the information a company discloses. Investors that participated in our project noted that this lack of clarity is prevalent and that it can be challenging to understand how the operations of businesses are generating cash. Key areas where further enhancements would be welcomed include working capital and groups. While the generation of cash is important, to fully understand the health of a business, investors also need to understand their approach to working capital. Disclosures that provided more clarity were narratives about differing working capital requirements, cycles and metrics within different elements of a group, and disclosures detailing less common approaches to financing such as factoring or reverse factoring. While investors are interested in the overall capacity of a group to generate cash, it can also be important to understand where within the group the cash was generated, especially for credit investors. This is an area where there remain limited examples of good disclosures in the marketplace, but an area where investors were keen to obtain more information such as how much capacity was within the group and how the group manage capital and cash between its subsidiaries. Uses of cash Once investors have considered how a company generates cash, and the quality and sustainability of that generation, they then want to understand what a company intends to do with the resulting resource. While many investors feel that, in general, disclosure about the use of cash is relatively well-reported, they would like more information that supports their assessment of the future use of cash – namely, understanding priorities and the risks attached to them. Setting priorities for generated and available cash At its simplest level, capital allocation is a balance between maintaining and growing a business. However, there is a significant nuance in how these various priorities are balanced within any business and at any point in time. Differing considerations of the relative priorities will lead to a very different view when assessing a company. That is why information about how companies prioritise different stakeholders is useful. Many businesses have therefore taken to creating more formal disclosure, often in the form of a capital allocation framework. This approach is particularly popular with companies that are launching a new or refreshed strategy. While the disclosure of a framework often provides only a high-level picture of a company’s allocation priorities, it can serve to focus investor and management conversations on key aspects of the business. As such, investors often welcome such disclosure. Priorities in action Once investors are clear on management’s priorities, they then want information that supports their understanding of how those priorities are represented in the period, and how current decisions might impact future flows. Detail regarding capital expenditure, dividends and other returns are critical to achieving this understanding as they help establish whether management actions are aligned to the priorities. Variabilities, risks and restrictions To properly assess the future potential upside of a business, investors need to be able to assess the downside. Investors understand that returns are variable and should reflect the changing focus and priorities of the company, the call of other stakeholders and the availability of resources. Investors therefore value information that helps them understand the potential uncertainties and management’s reaction. When thinking about future availability of cash, they need information on: Variability of future outcomes: how does the company consider the range of possibilities for future cash use and how does that feed through to the prioritisation of decisions? Risks: what is the link between the risks facing the company and the outturn in cash generation, use and dividend? Restrictions: are there any restrictions on current or future cash, either through capital or exchange controls, availability of dividend resources or other items? Concluding message Overall, investors are not seeking to overburden preparers but they do want preparers to focus disclosure on the areas that are most fundamental to their investment story. The full Lab report is available on the Financial Reporting Council’s website, and gives more insight and examples. Thomas Toomse-Smith is Project Director at the Financial Reporting Council’s Disclosure Lab.  

Oct 01, 2019
Financial Reporting

The provision of environmental reporting clearly aligns to our profession’s core values, so we can all play a role in the drive for sustainability. By Kate van der Merwe Since the 1970s, the influential Business Roundtable has exclusively represented CEOs of the most prominent US companies. In August 2019, 181 CEOs issued a new mission for the group and the companies they represent. No longer singularly focused on maximising shareholder wealth, the mission proposes to benefit “all stakeholders – customers, employees, suppliers, communities and shareholders”. This represents a significant shift in how a company’s purpose is understood. Reporting business performance was traditionally one-dimensional, with an annual presentation of structured figures delivered primarily to shareholders. Over time, this has proven insufficient as it doesn’t explain “how” a company achieves its financial results. In response, the content of reporting has transformed. The increasing demand for, and provision of, non-financial reporting within the external reporting cycle is part of a broader shift. Corporate Social Responsibility (CSR), Environmental Social and Governance (ESG) and integrated reporting won’t be new concepts to readers, having been previously covered in this publication. Reporting continues to evolve, recognising the value of social responsibility, ethics, and diversity equity and inclusion (DEI) to tell a fuller, more meaningful story and in doing so, making the numbers three-dimensional.Companies’ impact on the environment is increasingly being scrutinised, driven by the visibility and awareness of the climate crisis coupled with the current expectation of corporates to be “responsible citizens”. We can see this manifesting in the investment trends of both personal and institutional investors. For the personal investor, investing increasingly requires value-alignment, with impact investing prioritised with younger investors in particular. Both pollution/use of renewables and climate change were two of the top five areas of importance for personal investors in 2018, according to Schroders. Meanwhile, 52% of young investors (18–34) always/often invest in sustainable investments instead of those that aren’t considered sustainable or contributing to a sustainable society, with at least a further $12 trillion estimated to pass to these potential investors over the next decade. Diverse institutional investors, similarly, continue to shift towards impact investing. The Global Impact Investing Network (GIIN) values the impact investment market at $502 billion while its 2019 Impact Investor Survey found that 56% of investors target both social and environmental impact objectives, with a further 7% specifically targeting environmental investments. Meanwhile, fossil fuel divestment is approaching a valuation of $10 trillion across 1,100 entities including nation states, banks, universities, NGOs and faith groups. As Jim Yong Kim, a former president of the World Bank, put it: “Every company, investor and bank that screens new and existing investments for climate risk is simply being pragmatic”. With such appetite, the need for deep understanding of the relationship between business and the environment is clear. Such environmental information exists in a number of forms – as part of non-financial reporting (such as ESG reporting); independent accreditations or affiliations (from the Forest Stewardship Council (FSC) to Certified B Corporations); award recognition (for example, the United Nation’s (UN) Champions of the Earth); and, finally, less formal self-assessments. This environmental information informs reporting and has significant benefits for the relationships with stakeholders, including employees and consumers. As environmental reporting develops, there are several players attempting to define a standard, yet relevant, framework to capture environmental performance. Multilateral bodies such as the UN and European Union (EU) have issued guidance; the Swedish government, for example, has introduced prescribed reporting; and independent organisations have issued frameworks to further this agenda. However, development has been fragmented and criticised for a lack of maturity. Two key criticisms are the lack of comparability (given the array of frameworks to choose from) and the lack of prescription or detail (succumbing to either greenwashing, or irrelevance due to a lack of nuance). The need for clarity in this area is highlighted by a Schroders investor survey, which notes that 57% of people held back from investing or investing more in sustainable investments due to information gaps. While investor appetite represents a significant carrot, the sticks of regulation and public relations (PR) penalties must also be considered. The direction of regulation can be seen with the EU’s Technical Expert Group on sustainable finance (TEG), established in 2018, whose remit includes defining metrics for climate-related disclosure. Irrespective of the current maturity of environmental reporting, there is increasing pressure to get it right. Both Ireland and the UK recently announced commitments to invest in “green” projects and infrastructure. With companies, governments and individuals looking to invest in sustainable businesses, projects and infrastructure, it becomes ever-more important for every business to be able to tell their sustainability story with credibility and depth. Accountants have an opportunity to leverage their complementary skills and experiences to aid the transition to meaningful environmental reporting. Furthermore, the provision of environmental reporting clearly aligns to our core values and serves the common good by meeting public expectations and ensuring transparency and accountability. Environmental reporting is an immature but growing area that is here to stay. It is best viewed holistically, as part of a bigger shift to intersectional environmental information. It is central to our values not just as human beings, but as accountants, finance professionals and business leaders. All businesses, whether multinationals or small- or medium-sized enterprises (SMEs), should embrace this as an opportunity to tell an authentic, winning story to an extensive audience as the absence of information will inevitably generate its own noisy static. As accountants, we have an exciting opportunity to play an integral part in solving a problem for the common good.Kate van der Merwe ACA is responsible for Global gFA Reporting Optimisation at Google.

Oct 01, 2019
Financial Reporting

While Alternative Performance Measures have enjoyed a rising profile, it would be folly to think that IFRS financial reporting has diminished in value. By Jamie Leavy Today’s world is fast-paced and what was the norm yesterday, in certain cases, can seem to be redundant today. We are living through a technology revolution, which has changed the corporate world unrecognisably from that of five years ago. One of the major changes is the exponential growth in the availability of real-time data that is providing existing and potential investors, lenders and other creditors (users) of companies with more valuable sources of information than ever before. This has coincided with the proliferation of Alternative Performance Measures (APMs), which provide users with information on a company’s performance and financial position. In 2016, the European Securities and Markets Authority (ESMA) released a paper on APMs that defined an APM as “a financial measure of historical or future financial performance, position or cash flows of an entity which is not a financial measure defined or specified in the applicable financial reporting framework”. APMs are commonly disclosed outside of, or as a supplement to, a company’s annual financial statements. These developments have led to a number of commentators suggesting that IFRS-based financial reporting is now of little importance and is seen as out-dated to users. It is suggested that users’ interest now focuses predominantly on APMs and non-financial information within annual reports and other announcements to provide them with an understanding of a company’s performance and financial position in order to make future investment decisions. However, before the preparers and users of financial statements place their IFRS Standards book in the nearest recycling bin, I would suggest caution in both solely relying on APMs for decision-making and diminishing the importance IFRS financial reporting provides to users. IFRS reporting Given the vast increase in information available to users, it would be somewhat naïve to expect IFRS financial reporting to have sustained its importance on a relative basis. It is logical that users will make use of APMs when predicting how a share price might move. These measures act as an important tool in deciding whether to hold, sell or buy shares in a company. However, these predictions depend heavily on one condition – the current share price being correct. This can only be the case if the underlying IFRS-based financial information is calculated consistently with other companies and is materially correct. Therefore, IFRS-based reporting, especially within the audited financial statements, remains a crucial element in the user’s decision-making process. The benefits of IFRS Comparability: financial reporting under IFRS provides a high level of transparency by enhancing the global comparability of companies’ financial statements. Users can easily compare a company’s performance and financial position to that of domestic and overseas competitors as well as to the prior year’s figures. It also provides economic efficiency by helping users identify opportunities and risks globally. It facilitates the comparison of potential investment opportunities in numerous companies globally, safe in the knowledge that the figures of each company are based on identical, sound and clearly defined accounting principles. IFRS creates a common accounting language. This level of transparency and comparability is not achieved by APMs, as they are not uniformly applied and are often uniquely adjusted at the individual company level. Not only is there a difficulty for users in comparing performance measures of different companies, it is similarly problematic to compare the current and prior year APMs. This is as a result of the various adjustments that are included or excluded in the calculation year-on-year. Accountability: the use of IFRS in financial reporting strengthens accountability by reducing the information gap between users and management. IAS 1 requires that all significant management judgement and estimates used in calculating IFRS amounts be explained within the notes to the financial statements. This ensures that users have information that provides them with an understanding of any adjustments or subjectivity involved. On the other hand, the major risk of APMs, and the reason for such regulatory interest, is the lack of accountability. In many cases, APMs lack order and structure and there is widespread concern about the potential misuse of these measures by management.   Yes, when used appropriately these measures can provide users with valuable information. However, APMs can potentially be utilised by management to adjust important figures – such as profit and revenue, for example – to show a more positive figure than the IFRS-based equivalent, or be used to ignore ‘inconvenient’ expenses by excluding them from the calculation. This has led to instances where, for example, companies have disclosed adjusted earnings figures as a positive highlight in announcements while the IFRS-based equivalent figure is actually a loss and is disclosed outside the highlights section. Further cases have been noted where a company discloses an APM in, for example, an unaudited preliminary announcement, but this measure is subsequently not repeated anywhere in the financial statements. In both examples, users need to exercise caution in interpreting these measures. They should closely analyse the adjustments being made and the associated reasoning. APMs – not all bad The intention is not to downplay the positive role that APMs, when used appropriately, can play. APMs are an important element in the communication between a company and its users. They can enhance financial analysis by segregating the effects of items that do not support an understanding of historical or future trends, cash flows or earnings. To ensure that APMs are credible, however, they should supplement the IFRS information in financial statements rather than compete with them. This requires a level of discipline regarding measurement and presentation. Working in harmony While I disagree that IFRS reporting is no longer of prime importance to users, there is room for continued improvement. Nowadays, users want all available information to better explain and understand performance; this is one reason why APMs have risen in popularity. The IASB has acknowledged that improvement is required and it is currently working on a Primary Financial Statements project. The aim is to provide better formatting and structure in IFRS financial statements, with the primary focus on the income statement. It has been suggested that this project will lead to additional subtotals, similar to current common APMs such as operating profit and EBIT, with more specific classifications of items being introduced. This should create more discipline around APMs by providing more reconcilable line items in the financial statements. The IASB has also suggested that it may require preparers to explain and reconcile APMs in the notes of the financial statements, which will provide users with a better understanding of the measures and lead to the measures being subject to audit. This project has the potential to improve IFRS-based reporting further and provide a defined and trusted link between financial reporting and APMs. It is unknown when, if any, changes from this project are to be implemented. However, in 2016, ESMA released Guidelines on Alternative Performance Measures. These guidelines are not intended to eliminate the use of APMs but instead, to ensure that APMs clarify rather than obscure the financial performance and position of a company. The prevailing principle of the guidelines is that APMs reported outside the financial statements must be consistent with the information disclosed within. The guidelines provide the opportunity for a company to present APMs while safeguarding against the manipulation of results by requiring that APMs be presented in a clear and transparent manner. The guidelines include 48 paragraphs of detail regarding the presentation of APMs, but the main aspects are as follows: APMs should be meaningfully labelled and defined; The purpose of the APMs should be clearly set out; Comparative data should be provided for all APMs; APMs should not be displayed with more prominence, emphasis or authority than measures directly stemming from the IFRS-based financial statements; Clear reconciliations should be given; and Unless there is a good reason for change, the presentation of APMs should be consistent over time. IAASA has received a number of undertakings in relation to the above aspects since the guidelines were published. Furthermore, IAASA has published a number of thematic reviews in relation to the use of APMs, namely: Alternative Performance Measures – Thematic Survey (September 2017); Alternative Performance Measures – A Survey of their Use Together with Key Recommendations: An Update (January 2015); and  Alternative Performance Measures – A Survey of their Use Together with Key Recommendations (November 2012). Conclusion The substantial increase in information available to users has meant that IFRS financial reporting is no longer the only reporting type available. The use and prominence of APMs has increased over the last five years; however, IFRS financial reporting is still as important as ever in the user’s decision-making process. The aim of every company should be to provide as much relevant and reliable information to users as possible. To achieve this, APMs will play an important role – but only when used appropriately. To ensure appropriate use, both APMs and IFRS-based reporting should work together to provide an overall view of the financial performance and position of the company. The ESMA’s guidelines will be critical in realising this goal – if companies follow the guidelines, the combined information within the financial statements should be defined, clear and reconciled in order for users to grasp and gain value from every page. Users will then benefit from the comparability and transparency that IFRS offers, supplemented by additional valuable information in the form of APMs.   Jamie Leavy ACA is a Project Manager in IAASA’s Financial Reporting Supervision Unit.

Aug 01, 2019
Financial Reporting

The Employment and Investment Incentive Scheme (EIIS) remains an excellent source of equity funding for qualifying companies.   The Employment and Investment Incentive Scheme (EIIS) has been a critical source of funding for Irish small- and medium-sized enterprises (SMEs) over the years. The scheme allows Irish taxpayers to claim up to 40% income tax relief on an investment in a qualifying Irish SME. While the scheme has been on the receiving end of some bad press of late, the legislation governing EIIS was updated as part of Finance Act 2018. The new legislation has re-written and re-ordered the previous legislation to make it easier to follow. While there has not been much change to the tax relief or the type of companies that can qualify for EIIS funding, there have been significant changes to the administration of the scheme and to the permitted investment structures, which I believe will have a positive impact. Up to €15 million available for companies The changes to the Finance Act did not materially alter the type of company that can qualify for the relief. The European Union’s (EU) General Block Exemption Regulations (GBER) continue to govern companies that are eligible for EIIS investment. A company must be carrying on a qualifying trade within the State or through a branch in the State, or it must act as the holding company to a qualifying company. An EIIS investment cannot be made directly into a subsidiary, although a subsidiary can benefit, and its tax affairs must be in order. The Finance Act introduced a new definition to the legislation called a ‘RICT Group’. A RICT Group can raise up to €5 million EIIS in any 12-month rolling period and up to €15 million in its lifetime. When looking at a qualifying company, one must also consider its RICT Group, the definition of which aims to identify other companies connected to the qualifying company through common control or ownership. A qualifying company or any company in its RICT Group can raise only one of the following three types of EIIS investment: Initial risk finance: any past or present member of the RICT Group cannot be trading for more than seven years; Expansion risk finance: for a RICT Group trading for more than seven years, the EIIS investment must exceed 50% of the average turnover for the preceding five years, and the company must be entering a new market or launching a new product or service; or Follow-on risk finance: for a second or subsequent EIIS investment, the RICT Group must have foreseen this investment in the original business plan from the time of its initial risk finance. Any companies raising EIIS investment must consider their original business plan and all future needs for EIIS funding. The legislation continues to contain significant anti-avoidance provisions. Qualifying investment A positive change introduced in the Finance Act is the type of shares in which an EIIS investor can invest. Previously, an EIIS investment could only be by way of ordinary shares with no preferential rights. From 1 January 2019, the EIIS investment can be made by way of redeemable preference shares, which is very similar to the investment structure used by Enterprise Ireland. As always, the shares must be newly issued, fully paid up, and the investor’s capital must be at risk (i.e. no guarantees for the four-year minimum holding period). 40% tax relief for investors An EIIS investor must not be connected to the company in which they invest unless they have been granted EIIS or SURE relief on all previous subscriptions into the company. The SURE and SCI schemes were also re-written in the Finance Act, and are aimed at founders, promoters and other connected parties. The scheme is open to all Irish taxpayers who can claim income tax relief of up to 30% in the year of investment and a further 10% three years later subject to the company meeting particular employment or research and development (R&D) expenditure requirements. As you can see from the example in Table 1, investors can earn a good after-tax return if the company merely returns the investment after the four-year minimum holding period. Quicker tax relief claims The process for claiming tax relief is the most significant change contained in the Finance Act. In the past, a company would typically apply to the Revenue Commissioners for outline approval in advance of raising an EIIS investment. Revenue would indicate whether it believed the company would qualify or not. This opinion was not legally binding. Once the investment was completed, the company would again apply to Revenue for tax relief certificates. This process caused the majority of delays and generated negative press for EIIS. Since 1 January 2019, companies can only ask Revenue a limited number of questions before it raises EIIS investment: What is included in the RICT Group? What type of investment is proposed (i.e. initial, expansion or follow-on)? Is the company a firm in difficulty? Once the company has received the investment, it now self-certifies the initial tax relief (up to 30%) to the investor by issuing a ‘Statement of Qualification’ or ‘SQ EII 3’. The certificate can only be issued to the investor once at least 30% of the funds invested have been spent. The SQ EII 3 certificate is required by the investor to make their tax relief claim. The company is also required to file a RICT Form with Revenue to advise that they have issued EIIS tax relief certificates. The company must also include the investment in its corporation tax return for the relevant year of assessment. On meeting the relevant employment or R&D expenditure conditions after three years, the company will follow a similar process to issue further tax relief certificates for the second tranche of tax relief (up to 10%). Market size In the years following the recession, EIIS grew annually. However, the implementation of the full GBER regulations in 2017 caused a significant decrease in tax relief approvals due to the increasing complexity of cases. It also caused Revenue processing delays, which have been well publicised. There is insufficient data available for 2018, but it is likely that tax relief approvals will experience another significant drop. With the improved legislation and self-certification process, EIIS should see resurgence from 2019 onwards and hopefully grow towards the €100 million level again. Funding options There are a large number of EIIS providers in the market, from regulated designated investment funds to various investment brokerages that offer access to their private client base. Companies should continue to seek EIIS funding, as the tax break for investors can facilitate access to significant equity funding. Given the amounts raised in the past, there is plenty of demand from investors at a time when there is a concurrent shortage of growth capital in the Irish market.   Mark Richardson ACA is an investment director with the Goodbody EIIS Funds in association with Baker Tilly.

Jun 03, 2019

Audit

Audit

Changes to quality control systems and regulation require some getting used to, but let us not forget their primary goal – to help firms complete good quality audits effectively, writes Lisa Campbell. Most accountants know that having a sound quality control system is a good idea, but people often think in terms of the various systems that feed into the quality of products and/or financial statements. A good quality control system is essential in a professional services environment as well. So, in relation to an audit firm, what does a quality control system mean and how does it interact with the regulation of the firm? What is quality control in an audit firm? The purpose of a quality control system in an audit firm is to ensure that the firm has the capacity, capability and resources required to carry out its audit engagements effectively and consistently. ISQC (Ireland) 1 applies to all audit firms in Ireland, from sole practitioners to the largest firms. It sets out requirements for all firms to implement policies and procedures covering all aspects of carrying out a proper and independent audit, from hiring and training to methodology, remuneration, accepting an audit engagement, ethics and the tone at the top of the firm. Firms are responsible for ensuring that the people employed to carry out audits, from the most junior to the most senior, are suitably qualified, trained and are aware of – and complying with – ethical requirements. The leaders in the firm are required to ensure that their communications have enough focus on quality, aiming to ensure a robust culture of performing quality audits and not tolerating anything less than that. The standard also requires firms to implement their own monitoring systems to ensure that the relevant requirements are complied with, and to action failure to do so. Furthermore, firms are required to have documented evidence of the operation of each element of its system of quality control, including whether the firm has competent personnel, time and resources; any threats to independence; and whether the firm complies with the relevant independence and objectivity requirements. How does it interact with regulation? All audit firms in Ireland, and many places across the globe, are subject to what is known as a quality assurance review (sometimes also known as an audit inspection). In Ireland, this may be done by an accountancy body or directly by IAASA. Regardless of which organisation carries out the quality assurance review, the review is split into an assessment of the firm’s quality control system, supported by the analysis of a sample of the audits completed by the firm. The inspector will review policies and procedures and assess if they appear to be appropriate given the size and complexity of the firm. The proof of the pudding, however, is in the eating, so a sample of audits are reviewed to assess whether the policies and procedures have resulted in good quality audits. Where poor quality is identified as part of an inspection or review and hasn’t been caught in advance by the firm, the firm needs to ask itself whether there was an issue with the design or implementation of their quality control systems – or both. Was it a case of an isolated incident of an audit team failing to comply with good policies? Is it a pervasive issue that might indicate a firm culture of ignoring policies? Was it a lack of policy or an unclear policy? Could another policy have been implemented that would either have prevented or detected the problem? Do the policies contain enough incentive and/or sanction to encourage a continuous focus on quality? Future of quality control Most people are aware that the best control processes will prevent an issue arising in the first place (preventative control) rather than catch a problem after the fact (detective control); and that a good quality control system is not something that is designed once and left in place forever. It needs to be part of a continuous cycle of design, implement, assess, tweak the design, implement, assess etc. It evolves in a constant feedback loop, taking inputs from internal reviews, external reviews, experiences of peers, global developments and technology developments. And that is, really, the basis for proposed changes to the international standard on quality control, which will ultimately be adopted in many countries around the globe, including Ireland. The new international standard is expected to be finalised in 2020. The standard has been updated to think in a different way about quality control and to underpin the need for firms to proactively manage quality to prevent issues arising, rather than just react to control quality issues that do arise. The existing standard has a list of policies and procedures that must be developed and implemented by firms, whereas the new standard requires a much more integrated process and a more bespoke system customised by firms to address the risks that may impact on that particular firm’s engagement quality, specific to the nature of that particular firm and its audit clients. This fundamental shift in thinking is even reflected in the name of the standard, which is changing from “international standard on quality control” to “international standard on quality management”. In addition to the components of quality control dealt with in the existing standard, the new standard introduces some other elements, looking at the firm’s risk assessment process as well as information and communication. This shift in thinking may appear subtle on the face of it. However, firms are going to be required to rethink their entire systems of control and ensure that they are mapped to the standard. The US regulator, the Public Company Accounting Oversight Board (PCAOB) announced in December 2019 that it is also considering the standards on quality control in place in the US, which is something that needs to be considered by the many firms in Ireland that carry out work on any part of a US group of companies. PCAOB has stated that it intends to use the international standard as a starting point in developing its standard, which is good news for many firms as it should allow them to comply with both standards easily should they need to. So, what will this change mean for regulation? The changes will require regulators, to the extent that they don’t already do so, to become part of the feedback loop for firms. IAASA’s inspection approach already reflects this, whereby we look at the design of controls and do some sample testing to ensure that the controls are in place. For example, we look at communications issued by the firm’s leadership to ensure that there is enough focus on quality in those communications. This test may look okay, but then, when audits are inspected, we find poor quality. If this happens, we then reconsider the tone at the top testing and consider whether, while the control might be operating as designed, is it effective enough and should we recommend changes to firms to make the control more effective? The future for quality control is, therefore, a more interlinked and integrated approach with firms needing to integrate their internal reviews, external reviews and other feedback into a continuous loop of tweaking their systems – all the while remembering the ultimate aim, which is to get consistently good quality audits completed effectively.   Lisa Campbell FCA is Head of Operations at the Irish Auditing & Accounting Supervisory Authority.

Feb 10, 2020
Audit

Martina Keane explains how new technologies are helping auditors work better, smarter and faster than ever before. New technologies have always changed the way that companies do business, exposing them to new risks and opportunities. Not so long ago, the auditor’s role involved scrutinising stacks of ledgers and communicating by fax or post. Yet today, we are moving towards digital reporting and a paperless profession. When I started my career, the use of robots in the workplace would have seemed like science fiction. Now robotic process automation (RPA) – the use of software robots to simplify business process delivery – is widely used in our clients’ businesses and within the audit process itself. These changes have altered how we work, how we audit and the skills we need to recruit for. What’s different about the next wave of innovation is the growing sophistication of technology, the proliferation of data and the escalating pace and appetite for change. If futurists such as Ray Kurzweil and Gerd Leonhard are correct, we can expect to witness more change in the next 20 years than in the previous 300. For auditors, new technologies, tools and techniques are helping us to work better, smarter and faster than ever before. Our ability to capture and mine data more effectively allows us to provide more depth of challenge, richer insights and even greater levels of assurance within an increasingly complex world.  Data analytics has transformed audits across the financial services industry, allowing audit professionals to analyse larger or even entire datasets. Testing data across a full population presents a more comprehensive story than might otherwise have been achieved through sampling. This in turn leads to greater insights and a deeper understanding of our clients’ businesses, making it easier to identify risks and deliver enhanced quality. Robotic process automation RPA utilises software robots (programs) designed to replicate the actions and behaviour of a human working on a computer in a business environment. RPA is a rule-based system that executes processes without the need for constant human supervision. It can be used to automate some audit procedures that do not include judgement and are data intensive, repetitive in nature, high frequency and rule driven. The main benefits of RPA are that it reduces the time spent by the audit team on repetitive high-volume, low-risk audit procedures, thereby allowing them to focus on areas that really matter. It also helps to eliminate human error and reduce the administrative burden for both clients and audit teams due to fewer data and evidence requests. Data analytics audit tools EY has developed a global suite of data analytics tools, which are quickly becoming an integral element in the delivery of audits. Along with general ledger analysers, a suite of industry-specific technology solutions has been developed to support our financial services clients. Within Asset Management, for example, EY’s pioneering global data analytics platform captures data from multiple clients and sources (regardless of the geography of the underlying systems). Once data has been captured, it is then transformed within the platform into a standardised data format. This in turn enables a large-scale automation process that produces an audit-ready suite of work papers and client dashboards. Meanwhile, across our banking and insurance clients, a variety of analysers support the audit of mortgages, consumer loans, corporate loans, investments and claims. In many cases, this has allowed EY to embed predictive analytics within its audits. The ability to deploy data analytics tools on larger populations of data provides greater confidence in financial reporting, revealing more patterns and trends in clients’ financial data. Analysis of larger or full populations of audit-relevant data presents a fuller picture of the business activities and helps direct our investigative effort in the right areas, while relevant feedback and insights help clients improve their business processes and controls. Artificial intelligence and the audit of financial services EY is beginning to embed emerging technologies such as artificial intelligence (AI) in the audit process. Seen as the next big disruptor, AI tools provide consistent reasoning with high precision, objectivity and accuracy. When applied to the audit, the chances of human error are decreased while quality and value are increased. AI covers a range of technologies including data mining, speech/image recognition and machine learning. These technologies — particularly machine learning — enhance the audit by allowing us to analyse data with advanced pattern recognition, identifying exceptions and anomalies. Machine learning can be used to assess the internal control framework and data integrity relating to trading activity and related income. It helps us understand transaction statistics, assess data quality in front office systems and perform a critical review of key processes and controls. It can also be used to automatically code accounting entries and detect anomalies in journal entries, analyse a larger number of payment transactions, lending contracts and invoices, which in turn improves fraud detection. Deep learning technology – a form of AI that can analyse unstructured data including emails, social media posts and conference call audio files – is also impacting the audit. Mining this data provides supplementary audit evidence on a scale that was impossible to gather in the past. New skills  The impact of these new technologies will change much more than the way we audit. To fully harness the power of this next wave of innovation, we must rethink the skills we require from the next generation of auditors. Traditional accounting and auditing skills will not suffice – they must be combined with a deep understanding of AI, predictive analytics, machine learning, smart automation and blockchain. These tools are all about data and, consequently, auditors must be able to interrogate that data, understand what it is telling us and use that information to enhance audit quality. As audit professionals become more proficient in utilising the technological tools at their disposal, they must also develop the ability to interpret the data and tell the data’s story. Furthermore, audit committees must understand how these tools and technologies can be used to enhance transparency, minimise risk and provide unrivalled insights. They need to ask the right questions and have the necessary knowledge to understand the answers. Soft skills are increasingly important, too. As automation removes labour-intensive, routine tasks like account reconciliation and report generation, audit professionals can instead focus on providing insights into company performance, devoting more time to shaping business strategy and providing added value. By combining a more strategic approach with the traditional values of our profession – integrity, independence and professional scepticism – we can expect the role of audit professionals to evolve to that of a trusted business advisor. Interpersonal and influencing skills will be critical to such a business partner-style approach. As the business landscape continues to transform, the auditor of the future will be increasingly required to look beyond the numbers and provide a clear and concise narrative for clients, the audit team, audit committees and other stakeholders. Martina Keane FCA is Head of Assurance at EY Financial Services.

Dec 03, 2019
Audit

Could joint audit help improve audit quality and reduce market concentration? By Tommy Doherty Joint audit is a proven means of facilitating the emergence of a diverse audit sector and, in the case of France, has already led to the creation of the least concentrated audit market of any major economy. If undertaken in a spirit of collaboration, it can reinforce governance arrangements on the conduct of audits and deliver real improvements in audit quality. What is a joint audit? In a joint audit, two separate audit firms are appointed by a company to express a joint opinion on its financial statements. It is fundamentally different from a ‘dual’ or ‘shared’ audit, whereby one audit firm (or sometimes more) audit parts of a group and reports to another audit firm, which ultimately signs off on the group audit. Statutory joint auditors must belong to separate audit firms. Joint audits usually involve two audit firms, but a small number of companies have decided voluntarily to appoint three audit firms to perform their joint audit. Joint audit, audit tendering and rotation The 2014 EU Audit Regulation introduced incentives to encourage the adoption of joint audit by allowing joint auditors to benefit from a longer rotation period (i.e. a maximum tenure of 24 years with no tendering required). By contrast, sole audits are subject to tendering after 10 years and a maximum tenure of 20 years. The preamble to the Audit Regulation states that: “The appointment of more than one statutory auditor or audit firm by public interest entities would reinforce the professional scepticism and help to increase audit quality. Also, this measure, combined with the presence of smaller audit firms in the audit market, would facilitate the development of the capacity of such firms, thus broadening the choice of statutory auditors and audit firms for public interest entities. Therefore, the latter should be encouraged and incentivised to appoint more than one statutory auditor or audit firm to carry out the statutory audit.” Nine member states have decided to encourage joint audit through an extension of the maximum tenure allowed, including (in addition to France) Germany, Spain, Sweden, Finland, Norway, Belgium, Greece and Cyprus. Joint audit has long been regarded as a French peculiarity. But in the context of significant corporate failures and unsustainably high levels of market concentration, the UK’s competition regulator, the Competition and Markets Authority (CMA), is now recommending the introduction of mandatory joint audit. In April 2019, it published The Future of Audit report, recommending mandatory joint audit as part of a broader reform package for most FTSE 350 companies with at least one of the joint auditors being a non-Big Four auditor. The benefits of a joint audit From the company’s perspective, joint audit: Enables companies to benefit from the technical expertise of more than one firm; Encourages “coopetition” (cooperation and competition) between joint auditors, resulting in improved quality of service; Leads to a real debate on technical issues and offers additional scope for benchmarking; Allows for the smooth and sequenced rotation of audit firms, where appropriate; and Retains knowledge and under-standing of group operations, which minimises the disruption caused when one audit firm is changed. How joint audit works in practice The practice of joint audit is well-established in France, as it has been a legal requirement there for over 50 years and has gone through several phases of evolution to reach a level of maturity ‘signed off’ by the market. The following steps explain how the joint audit of consolidated financial statements works for the audit of large French listed groups like BNP Paribas, and how it could work in Ireland and deliver similar benefits. Joint audit of consolidated financial statements is the most common form of joint audit, and a professional French auditing standard exists (NEP-100). Step 1 Determine the annual audit approach: the yearly audit approach is jointly determined and includes the preparation of a joint risk-based audit plan. A single set of joint audit instructions (i.e. a manual of the audit procedures to be applied on a coordinated and homogeneous basis to the group’s subsidiaries by each joint audit firm or network) is issued. In practice, both joint audit firms contribute to these documents, which are consolidated before joint approval of the overall audit approach. The audit approach is almost invariably the subject of a combined annual presentation to the group’s audit committee by the joint auditors. Step 2 Overall allocation of work between the joint auditors: whatever the basis of appropriation, a balance between each of the joint audit firms is sought. This is provided for by NEP 100, which stipulates that the audit work required should be split between the joint auditors on a balanced basis and reflect criteria that may be quantitative or qualitative. If a quantitative basis is used, the split may be by reference to the estimated number of hours of work required to complete the audit. If a qualitative basis is adopted, the split may be by reference to the level of qualification and experience of the audit teams’ members. Step 3 Allocation of work on the different phases of the audit: for the accounts of consolidated subsidiaries, for joint and single audit, the parent company’s auditors are deployed as widely as possible over its subsidiaries worldwide. The allocation of subsidiaries to one or other of the joint auditors may be based on business, product or geographical location criteria. When geographical criteria are used (countries, zones, etc.), each joint auditor is deployed over one or several territories. In the case of significant groups, the joint audit approach is often applied within each of the group’s businesses to ensure oversight by ‘two sets of eyes’ for each business line. Step 4 Levels of group audit reporting: up to four levels of group audit reporting are distinguished: individual entities; geographical zones or business lines (aggregating several entities); group financial and general management; and those charged with governance. For individual entities, for example, the auditor in charge of each entity is responsible for reporting the audit conclusions by way of audit summary meetings with the local management and for expressing an audit opinion on the entity’s consolidation package. Step 5 The group audit opinion on a joint audit: the joint auditors prepare a joint audit report addressed to the group’s shareholders, which is presented during its annual general meeting. The audit opinion expressed is a single joint opinion. Special provisions exist in the event of disagreement between the joint audit firms as to the formulation of their audit opinion. In practice, they are rarely needed.  Step 6 Joint and several responsibilities: each joint auditor is jointly and severally responsible for the audit opinion provided. The exercise of joint and several obligations implies that each joint auditor performs a review of the work performed by the other. The sharing and harmonisation of the audit conclusions and the audit presentation prepared for the audited entity constitute the first step in that review. In addition, the audit summary memoranda and working paper files for the engagement are subject to reciprocal peer review. The two most common criticisms of joint audit relate to the cost and the additional risks involved. However, most of the tasks brought about by a joint audit situation are highly value adding as they are dedicated to the ‘professional scepticism’ necessary to express an audit opinion. In practice, the additional cost is borne by the audit firms involved rather than being passed on to the audited entity. The UK as a benchmark In 2020/21, the EU audit reform will be up for review. The UK reform will strongly influence the dynamic of this debate. Given the importance of its financial market, decisions in the UK will also have an impact beyond Europe. The Commonwealth countries look to the UK for best practice financial regulation and adopt rules that they consider beneficial for their markets. More countries are therefore likely to seriously consider joint audit as a measure to diversify their audit markets. Mazars believes that the UK will go ahead with the reform and that other countries will start to seriously consider joint audit for large corporates as part of a package of solutions to improve audit quality and reduce market concentration. Interestingly, on 28 May 2019, the prospect of Ireland preparing a similar report on The Future of Audit was raised at a Joint Committee on Finance, Public Expenditure and Reform. As an audit firm with a proven track record in joint audit, we believe that this is a solution than can provide tangible benefits to all stakeholders.   Tommy Doherty FCA is Head of Audit and Assurance at Mazars Ireland.

Oct 01, 2019
Audit

Accountants involved in preparing financial statements can expect increased scrutiny and challenge of their accounting estimates from their auditors. I suspect that most accountants would agree that non-accountants believe the numbers in financial statements are more precise than they really are. Accountants, on the other hand, are much more conscious of the level of estimation that goes into many of those reported numbers. I must admit I didn’t become aware of the level of estimation involved until I entered the real world of auditing and accounting. I certainly don’t recall gleaning it from my accounting lectures or from the texts I read for my exams. I spent many long days patrolling the aisles and shelves of warehouses and stockrooms torturing myself about the best estimate of just how much could be realised from excess and out-of-date lines of inventory, conscious that they had to be written down to their estimated selling price less estimated costs to complete and sell.   What followed was long hours quizzing credit controllers while worrying about whether the 5% bad debt provision was the best estimate of the extent to which the amounts due from customers would not be collected, and whether the credit controller was too optimistic or too pessimistic. Estimating the useful life of buildings and plant is key to the depreciation charge, an area of estimation where you might think an engineer would be more qualified than an accountant, though a futurologist might be better when it comes to the question of technological obsolescence. On the liabilities side of the balance sheet, significant judgement is applied in estimating the amount of defined benefit pension obligations, including mortality and inflation assumptions, as well as assessing the likely outcome of legal claims and court cases, where the assumption about success or failure can be critical to the numbers included in the financial statements. These are the some of the traditional areas of estimation uncertainty an accountant needs to consider. And, all of this was before the challenge of estimating value in use and fair values poked its head into so many areas of accounting.  The implications of the new auditing rules for accountants in business So, why is it appropriate to focus on estimation at this point? Well, since the issue of IFRS 9 and its emphasis on expected credit losses on loans and receivables upped the ante on estimation still further, auditing standard setters have seen fit to upgrade the rules on how to audit all types of estimates. Inevitably, as auditors direct more attention to estimates, accountants in business involved in financial reporting will feel the heat of incisive questions from their auditors as they apply the new rules to the myriad of estimates underlying the financial statements.  The Irish auditing standard setter, the Irish Auditing and Accounting Supervisory Authority (IAASA), issued its new standard on auditing accounting estimates (ISA 540) in late 2018 with mandatory effect for audits of financial statements for periods commencing on or after 15 December 2019. That may seem some time away but, of course, early adoption of the more demanding rules is permitted, and some auditors may consider it appropriate to apply the new rules early. The implications of this for accountants in business are likely to vary significantly depending on the auditor’s assessment of the risk that incorrect estimation may cause a material misstatement. Among the areas of particular focus in the updated ISA 540 is the requirement for the auditor to show adequate professional scepticism and to be on alert for management bias.  There is also a strong emphasis on the auditor documenting – in detail – the management estimation process, including the assessment of material misstatement risks. The level of subjectivity underlying these estimates, and the degree of estimation uncertainty, will affect the design and completion of this process. Of course, some auditors may have already been applying the new rules or, indeed, may have assessed that the new rules will not add to their audit effort. Accountants in business will wish to avoid any late surprises as a result of their auditor introducing additional audit procedures or placing increased demands on them. It is worth remembering, too, that the auditor will seek written representations from management on certain matters, including areas of accounting estimation, and will often report to the board or the audit committee on areas of judgement and estimation, both of which can take up more senior audit effort. Further, for many listed companies, the auditor’s report to the shareholders will explain how the auditor has addressed significant estimates. When the updated ISA 540 was being developed, many commentators, including some Irish auditors, had concerns that it might put an unnecessarily large burden on the audits of smaller companies. The final version of ISA 540 has attempted to allay those concerns by suggesting that the risk of material misstatement may be less significant in smaller companies with a consequent lower level of audit effort required. It will be useful for company accountants to be aware of where their auditor’s assessment of this risk lies along the spectrum and the consequences for the degree of audit effort required. Preparing to justify accounting estimates The degree to which the auditor decides it is necessary to devote effort and focus to the estimates can affect how accountants in business should prepare to justify their own estimates. That preparation might include more detailed documentation of the appropriateness of the estimates, the level of estimation uncertainty involved and the rigour of the internal control process surrounding the estimation process. This should help the auditor conclude on their reasonableness, and reduce the degree of effort spent drafting documentation they are required to complete.  For some complex or specialised areas of estimation, company accountants may wish to ensure that their auditors have the necessary skills or expertise to assess the reasonableness of the estimates to reach their conclusions promptly. This may arise in areas such as actuarial assumptions for pension obligations, valuation techniques for derivatives and unquoted financial assets, the likely outcome of legal claims and uncertain tax positions, and technical provisions in insurance companies, to name a few. Conclusion There is no getting away from the vital role that estimation plays in financial reporting. Consequently, there can be no denying the importance of the auditor’s procedures in auditing those estimates, notwithstanding the level of interrogation and challenge this may entail as the auditor seeks to conclude on the reasonableness of the estimates. Clearly, it is desirable that maximum co-operation between management and auditor is achieved by early communication, explanation and clarity on the level and type of audit work planned, and the degree to which management and accountants in business can enhance their documentation of the estimation process. After all, making accounting estimates is the prerogative of management, and management should have every opportunity to justify them to the auditors to ensure that the new, more onerous auditing rules neither add significantly to the cost nor disrupt the harmony of the audit.   Terry O’Rourke FCA is Chair of the Accounting Committee at Chartered Accountants Ireland. 

Jun 03, 2019
Audit

In the UK and internationally, audit was the subject of much debate in recent times and the attention will continue over the coming year. 2018 was quite a year in the world of audit. A sector often, and unfairly, characterised as ‘grey’ and perhaps unexciting, such stereotypes certainly do not apply to the year we have just had – and it is set to continue in 2019 and beyond. Much media attention has been given to high-profile corporate scandals and failures in the UK and internationally in recent years – BHS, Carillion, Patisserie Valerie in the UK, international cases such as those involving the Gupta family businesses in South Africa and the Commonwealth Bank of Australia to name but a few. Audit regulatory investigations and findings have followed with serious implications in many cases for those involved. Studies, reviews and consultations involving the audit sector were commonplace throughout 2018. Those of particular relevance, and demanding the attention of this and other Institutes and their members, include: the UK Competition and Markets Authority (CMA) October 2018 invitation to comment on the UK statutory audit market and its December update paper; the Independent Review of the Financial Reporting Council (FRC) in the UK by Sir John Kingman (the Kingman Review) published in August and report issued in December; and the ongoing Monitoring Group (MG) consultation on reforms to the global audit standard-setting bodies. Add to that the upcoming Brydon Review of the scope and purpose of the audit, announced by the UK Department for Business, Energy and Industrial Strategy in late December and the FRC’s post-implementation review of the 2016 ethical and auditing standards. Overarching questions being addressed by these various studies, reviews and consultations include: What is the value of audit? What is the scope and purpose of a statutory audit? How do we align it better to societal needs and expectations? How do we best expand choice in the audit market? Who should police auditors and corporate reporting more generally? And what powers should the enforcers have? To which standards should auditors be subject, and who should set those standards? Are the current standards fit for purpose, both now and into the future? These overarching questions give rise to more detailed questions, such as: which, if any, non-audit services should audit firms be permitted to provide, and to whom? Is there a role for other bodies, such as the regulator, in the appointment of auditors or in the governance of the process? Should standard-setting for auditors of public interest entities be separated from standard-setting for the audits of other entities? Should all accountants, irrespective of the sectors in which they work, be subject to the same general ethical principles? One only has to consider the two CMA consultations to appreciate the level of detail and complexity involved – the October consultation contained 27 different questions on 19 potential measures while the December consultation also contained 27 questions, this time focused on a small number of specific proposals. In Ireland, you can add into the mix the uncertainty that has arisen about the recognition of UK-based auditors in Ireland in the event of a no-deal Brexit and the IAASA consultation on its publication and grading policies relating to quality assurance reviews of public interest entity audits and audit firms. Reporting by IAASA is currently envisaged to commence in early 2020 with respect to 2019 audits. So, at the time of writing, where are we with all this activity? Competition and Markets Authority study of the UK statutory audit market The original October 2018 CMA invitation to comment contained a wide range of potential measures aimed at increasing competition, enhancing incentives to better align audit services to shareholder interests, improving market choice and opportunities for switching auditors and bolstering the resilience of the UK audit market, particularly against the failure of one of the Big Four audit firms. Following that consultation, the CMA published an update paper on 18 December containing a proposed package of measures, including a number of core proposals: Regulatory scrutiny of auditor appointment and management with a view to securing audit committees’ accountability and independence; Mandatory joint audit with a view to breaking down barriers to non-Big Four firms; An operational split between the audit and advisory businesses of audit firms, aiming to address conflicts between the provision of audit and non-audit services while mitigating against some of the key negative consequences of alternatively introducing full ‘audit-only’ firms; and Peer review of audits prior to the opinion being signed. Presented as preferred alternatives to other measures originally proposed in October, the update paper suggests that the CMA may still take future steps in relation to those other measures, should sufficient progress not be made through the current package of measures. The CMA is currently consulting on these revised proposals with final recommendations scheduled for April 2019. Potential measures in the October consultation not carried forward by the CMA at this point include the break-up of the Big Four firms and the creation of a national audit office-style auditor for private sector audits.  Kingman Review of the UK Financial Reporting Council The Kingman Review, also published on 18 December, calls for the replacement of the FRC with a new independent regulator, with the suggested title of ‘Audit, Reporting and Governance Authority’. It recommends that this regulator should have clear statutory powers and objectives, and should be accountable to the UK parliament. In total, there are 83 different recommendations addressing the structure and purpose of the regulator, the effectiveness of its core functions, the role and powers of the regulator with respect to corporate failures, oversight and accountability, staffing and resources, and other matters. Notable recommendations include: The new regulator taking responsibility for the approval and registration of audit firms which audit UK public interest entities from the recognised supervisory bodies (including Chartered Accountants Ireland); Enforcement action against accountants in relation to apparent wrongdoing in public interest entities should be undertaken on a statutory rather than voluntary basis; That the regulator is given the powers necessary to investigate the actions of all directors, not just those who are members of accountancy bodies; The introduction of a duty of alert for auditors to report viability or other serious concerns to the regulator; That the UK Department for Business, Energy and Industrial Strategy (BEIS) give serious consideration to a strengthened framework around internal controls; and That BEIS should put in place a statutory levy and that the current voluntary funding approach should cease. In welcoming the publication of the Kingman Review, Business Secretary Greg Clarke noted that Sir John Kingman has delivered the “root and branch review of the FRC” as requested and said “the government will take forward the recommendations set out in the Review to replace the FRC with a new independent statutory regulator with stronger powers”. The Chairman of the FRC, Sir Win Bischoff, also welcomed the recommendations, saying that they have “addressed the gaps in our powers... [and] have the potential to bring about significant improvements in the work we do in protecting the interests of investors and the wider public”. Independent review of the quality of UK audit standards (Brydon Review)/FRC post-implementation review On the same day as the publication of the Kingman Review and CMA update paper, BEIS announced the appointment of Donald Brydon to chair another review in the UK. The Brydon Review, which is intended to build on the work of the Kingman and CMA reviews, will consider how the audit and auditing standards may be evolved to better address the expectations gap between what the audit can and should deliver compared to the public expectations from audit. The terms of reference are expected shortly. Separately, the FRC issued a consultation in November as part of its post-implementation review of the current UK auditing framework. These standards were revised primarily to support the implementation of the EU Audit Regulation and Directive and to reflect changes made by the IAASB to the suite of international standards on auditor reporting. The FRC notes that having applied to two cycles of audits, it is seeking to learn the lessons from its enforcement work and, at the same time, gather feedback on whether the changes made to the standards have had the desired impact on auditor independence and audit quality. The Monitoring Group consultation on the future of international auditing standard-setting The Monitoring Group (MG) is a group of regulatory and international organisations committed to advancing the public interest in areas related to international audit standard-setting and audit quality – members include the International Organisation of Securities Commissions (IOSCO), the World Bank, the European Commission and the Financial Stability Board. The MG issued its initial consultation entitled Strengthening the Governance and Oversight of the International Audit-Related Standard-Setting Boards in the Public Interest in November 2017. A May 2018 feedback statement highlighted concerns raised by respondents under the primary objectives of serving the public interest; independence from the profession; and timeliness of standard-setting. We await the MG white paper setting out its more detailed proposals, which are expected to include the core principles of a ‘public interest framework’ and proposals relating to a sustainable funding model that is consistent with, and indeed enhances, the desired levels of independence of the standard-setting processes. International audit-related standard-setting is currently undertaken by independent boards (the IAASB and the IESBA) within the International Federation of Accountants (IFAC) in New York. IFAC’s standard-setting activities are funded primarily by IFAC member bodies, including our Institute, and international audit networks (which also provide significant people resources to the standard-setting boards). The underlying position of the MG and the regulatory community in general is that in order to ensure that standard-setting is undertaken in the public interest, and to enhance public confidence in audit, the governance processes involved need to become more independent of the audit profession and multi-stakeholder in nature. To achieve this, the MG envisages a separation of the standard-setting processes away from IFAC. The MG aims to implement the new standard-setting arrangements by the second half of 2020 or the beginning of 2021. Implications of a ‘no-deal’ Brexit on the registrations in Ireland of UK-based audit firms The UK parliament recently voted by an overwhelming majority to reject the withdrawal deal negotiated between the UK Government and the European Union (EU), leading some commentators to state that a no-deal Brexit is more likely than ever. The Institute has been actively engaging with IAASA on the position of UK-based audit firms as regards registration to undertake Irish company audits post-withdrawal in the event of a deal not being agreed and information on that engagement has been published on our website. Space constraints do not allow for a summary here of the many clarifications sought or various scenarios presented, but suffice to say that in the event of a no-deal Brexit, the indications are that our registered audit firms (and those of the other recognised accountancy bodies) based in Northern Ireland and the rest of the UK will not be recognised under Irish law post the withdrawal date to undertake statutory audits of companies in Ireland, unless they are recognised as a ‘third country auditor’ by IAASA. Such recognition can only be granted post-withdrawal and, except with regard to a small number of UK firms auditing non-EU entities with Irish listings, will require a reciprocal arrangement to be put in place by Ireland and the UK, which is likely to take some time. This is not likely to be an issue in the event that a withdrawal deal between the UK and EU is agreed and there is a transition period. It should be noted that the UK Government issued a technical notice in October, which stated that the UK will unilaterally provide a transitional period as regards audit until the end of December 2020. During this transition period, EU auditor registrations will continue to be recognised in the UK. As such, audit opinions issued by Irish-based audit firms on the financial statements of entities in Northern Ireland and the rest of the UK will continue to be valid under UK law. It is an evolving situation and the Institute continues to engage with the relevant authorities. Audit firms likely to be affected should make reference to a regulatory bulletin issued in recent days by the Professional Standards department. The Institute’s ‘Value and Future of Audit’ event Many of the topics mentioned above were debated during an excellent event on the value and future of audit hosted in October 2018 by the Institute’s Deputy President, Conall O’Halloran, and organised by Aidan Lambe, Director Professional Standards. Conall and Aidan assembled a top quality panel of contributors, drawn from the profession, business and the media. Given the significance and topical nature of the issue, the event naturally drew a very large and engaged audience, resulting in a lively debate. Some interesting perspectives from contributors to the debate included: The much-discussed ‘expectations gap’ between what the audit can deliver and what the public expects from the audit does not necessarily apply across all stakeholder types. Speakers argued that consumers of audit services, practitioners, regulators, audit committees, boards and analysts all understand the limitations of a statutory audit; That being said, there was general agreement that audit may need to better address the needs and expectations of society in order to survive and thrive into the future. To do so, the scope and purpose of the audit may need to change, though debates in this regard need to begin from informed positions; That the application of ever-increasing regulatory requirements intended to enhance the quality of audit may actually have the contrary effect of diminishing the importance of professional judgement in the process; That the audit profession, operating, as it is perceived by many stakeholders, from a privileged position in society given the legal requirements pertaining to the purchase of audit services, is validly challenged by politicians and the media in the event of corporate scandals and failures, and the onus is on the profession to meet those challenges; and The need for the profession to better communicate the value proposition of the audit, and indeed the output, in a manner that doesn’t disenfranchise stakeholders. The irony was noted of the audit opinion relating to listed entities and certain other public interest entities having in recent years moved clearly away from boilerplate language to provide very interesting and useful information, while the focus on the opinion at the annual general meeting has simultaneously diminished. As the Deputy President acknowledged in closing the event, the debates created some great content which the Institute will consider when formulating its own contributions to consultations going forward and we will return to some of the topics discussed in future issues of this magazine. Concluding remarks It is fair to say that the underlying theme of the various studies, reviews and consultations, the level of regulation of the audit sector globally, and the extent of media and political interest and scrutiny the sector continues to receive all clearly highlight the continuing importance of audit today. Audit faces significant challenges to bridge the expectations gap and to evolve to embrace technological developments and artificial intelligence, but the significance of its oversight role has not diminished. The profession needs to present a strong voice to ensure new measures achieve the goals of providing more assurance to stakeholders and higher quality audit. Collectively, we need to commit our talents to develop solutions to ensure the continued relevance and importance of audit to the market into the future. These studies, reviews and consultations are inextricably linked and responses from this Institute, and the profession in general, have voiced the need for proposed measures to be coordinated and coherent, and to encompass developments and changes in corporate reporting. Other key messages include serious concerns about the implications of UK-only approaches, given the international nature of audit and the need for solutions that work globally. There is a general recognition that public trust in the audit needs to be restored. While we may not agree with all the proposals on the table, we welcome the debates and will continue to actively contribute to the debates both locally and internationally. Never a dull moment, it seems! Mark Kenny is Director, Representation & Technical Policy, at Chartered Accountants Ireland.

Feb 11, 2019
Audit

Professional judgement and intuition pervade materiality decisions in the arena of sustainability assurance. BY MARY CANNING, BRENDAN O’DWYER AND GEORGE GEORGAKOPOULOS In the past decade, as the number of companies issuing sustainability reports has grown substantially, there has been an increased demand for the assurance of these sustainability reports (sustainability assurance). This has resulted in challenges to the auditing profession whereby financial audit-related concepts, such as materiality, are transferred to arenas characterised by ambiguous qualitative data or to environments unsuited to financial audit techniques. For example, most of the data in sustainability reports is not supported by the rigour of double-entry bookkeeping, which can therefore lead to different types of material misstatement risk. Moreover, there has been a limited development of criteria to assist in assuring and determining the materiality of the narrative information prevalent in these reports. So, what do we mean by materiality? And how do practitioners operationalise it in sustainability assurance? Ambiguous meaning Materiality is a central concept within the craft of financial audit, in terms of planning the audit and designing audit procedures as well as evaluating whether the financial statements give a ‘true and fair view’ and comply with generally accepted accounting principles. The extent of audit testing undertaken is determined by the choice of materiality level that is applied. Materiality commonly functions as a threshold which determines significant errors or omissions that are deemed relevant to the decision-making of a set of users. Since June 2013, auditors are required, in accordance with International Auditing Standard 700 (Revised), to include in their audit reports an explanation of the planning and materiality levels used in the audit and to outline how materiality influenced the scope of the audit. Yet, materiality has resisted precise codification in professional auditing guidance with its determination commonly deemed to be a matter of professional judgement. It has been described as an ambiguous concept and its ambiguity is only amplified when it is transferred to new assurance spaces like sustainability assurance. Guidance for practitioners has emerged that is frequently modelled on how materiality is conceived in financial audit. For example, the auditing profession distinguishes materiality in non-financial assurance from financial audit in International Standard of Assurance Engagements 3000. This guidance is much less precise than that for financial audits in that intended user groups are much broader and not as easily identified as they are in financial audit. Their needs are also not so easily ascertainable. Therefore, what materiality means and how it is operationalised in sustainability assurance engagements are important questions to explore. An uncertain arena In an in-depth study with accountant and non-accountant assurors (published in Accounting & Business Research journal in 2018), we uncovered that the determination of materiality in sustainability assurance drew heavily on developments in financial audit. While these procedures required some adaptation in the sustainability assurance arena, their widespread acceptance and usage in financial audit lent them legitimacy among non-accountant assurors. Non-accountant assurors in our study willingly embraced the overarching financial audit methodology, although they did not fully understand it. The financial audit methodology offered them a degree of comfort which they felt enabled them to cope with the uncertainties and ambiguities associated with making materiality assessments in sustainability assurance. For example, materiality thresholds of 2%, 5% and 10% were offered as rather ‘off the cuff’ percentages that assurors were unable to explain beyond that they were used in financial audit. In this way, the financial audit methodology offered them a convenient means of retrospectively rationalising intuitive decision-making, which was essential in allowing the subjects to present themselves as competent in the new assurance environment. However, the limited level of critical reflexivity by them in this regard is somewhat worrying. Collaboration and structure Overall, our study offered the impression of an interactive, collaborative process that brought confidence and cohesion to the decisions surrounding materiality in sustainability assurance. These interactions operated not only within the assurance team (accountant assurors and non-accountant assurors) and between assurors and auditees, but also between the financial audit and sustainability assurance teams. The latter interaction promoted benefits that underplayed the necessity for ‘Chinese walls’, which are deemed essential in financial audit. We also uncovered an alliance forming between accountant and non-accountant assurors, whereby they respected each other’s unique expertise and operated collectively to construct a consensus around the materiality determination and assessment process. Both types of assurors felt in no sense threatened by their differences and instead viewed their diversity as contributing to a more informed and assured determination of materiality with each having an important role to play. Professional judgement and intuition permeated decisions surrounding the assessment of material stakeholders, material elements and qualitative disclosures in sustainability reports. Deciding on whether the auditee had identified all material stakeholders was not straightforward, as the process for judging this task was not documented in a written methodology. Turning to the Global Reporting Initiative (GRI) guidelines in sustainability reporting for assistance created uncertainty as these guidelines defined stakeholders as including any group that invested in, or had any type of relationship with, an organisation. Hence, assurors’ decisions sometimes came down to “logic and common sense” or a “feeling” that the auditee had identified all material stakeholders based on the assurors’ knowledge of the business. Similarly, professional judgement and intuition pervaded their assessment that all material elements had been reported in the sustainability reports. Nonetheless, having some sort of structure to draw on in the form of the GRI guidelines provided assurors with a legitimate rationale to support and inform their judgements, while leaving them free to exercise their judgement. Conclusion What materiality means in sustainability assurance remains ambiguous. However, this is of less concern once assurors’ intuition and professional judgement continue to remain strong when making decisions regarding materiality in sustainability assurance. Furthermore, promoting a collaborative environment whereby synergies between accountant and non-accountant assurors are created will only lead to improved materiality decision-making in the future. Mary Canning is an Associate Professor at University College Dublin; Brendan O’Dwyer is a Professor of Accounting based at both the Alliance Manchester Business School and the University of Amsterdam Business School; and George Georgakopoulos is an Assistant Professor at the University of Amsterdam Business School.

Oct 01, 2018