Accounting by Small and Medium-sized Entities and in Emerging Economies
The IASB listened to the views of the national standard setters about experience and recommendations for a project on accounting by small and medium-sized entities and in emerging economies. In particular, there was discussion about:
- what are the entities involved, and whether, if a differential reporting framework were developed, the IASB's should identify qualitative or quantitative characteristics to determine if an entity could use such differential reporting requirements. In that respect, views were expressed that the IASB should not go for a route supporting quantitative characteristics;
- what are the users and what are their needs;
- whether some IFRS are less relevant for some entities;
- whether the cost of applying some IFRS outweigh the benefits in some situations; and
- whether the concerns of smaller entities are different from those of large entities.
The national standard setters have adopted various approaches, such as a comprehensive set of simplified standards (UK), targeted adjustments in standards (Canada and USA) or a differential reporting framework (Canada and New Zealand). Comments were also expressed that a major issue is, in fact, the lack of infrastructure and education in some parts of the world to enable a proper implementation of IFRS.
As a conclusion to the discussion, the IASB's Chairman indicated that a possible direction for the project might be to consider issuing, as a first step, literature that would help draw the companies subject to the discussion ultimately into IFRS, as opposed to developing literature that would have a basis of accounting different from the IFRS literature. Particular consideration would be needed about disclosure and the cost/benefit balance of the requirements. Market participants would need to be involved in the discussions.
Finally, questions were raised whether, if an enterprise were to apply some literature with requirements that differ from IFRS, it could claim compliance with IFRS.
Discussion of possible amendments to IAS 32 and IAS 39
1. Derecognition
The aim is to provide a set of clear rules or principles on derecognition. The derecognition rules in IAS 39 as it currently stands are deficient in that an enterprise may effectively choose whether or not to derecognise an asset according to which paragraph of the IAS it applies. This resulted from trying to combine a risks and rewards approach with a control approach.
The proposal is to have one clear rule, with no exceptions. The proposal is to derecognise an asset or liability, or component thereof, to the extent that the enterprise has no continuing involvement in the asset or liability. If any continuing involvement is retained, then at least some of the asset or liability must continue to be recognised (the portion relating to the risks retained).
This approach has been labelled a 'sticky fingers' approach in that it is much easier to recognise an asset or liability than to derecognise it. It is a very different and much simplified approach. It is not a move to conform to US GAAP, but is a move to make IAS 39 operable in the short term.
2. Measurement and Hedge Accounting
The main proposal is to allow any financial instrument that would otherwise be held at amortised cost to be measured at fair value. This would reduce the need for hedge accounting, allow better matching of assets and liabilities, reduce the complexity of accounting for hybrid instruments and produce less volatile results. In other words, designation is to override intent.
Several people were worried that opening up the categories would lead to profit manipulation. However, it was pointed out that the categories were already effectively fairly open for assets and that the proposals simply allow this for liabilities too. Also, designation must be done at origination and cannot be changed thereafter.
The name of the category 'held for trading' was an issue, as it was pointed out that this is now an inaccurate description and should be changed to something like 'financial instruments held at fair value with changes recognised in the income statement'.
It was pointed out that the move to open up the categories for liabilities is important for insurance companies as under the current standard insurance assets are held at fair value and insurance liabilities at amortised cost. Additionally, it is looking increasingly likely that there will be an insurance standard in the near future where insurance assets and liabilities will be held at a current value.
The changes are also important for any company that manages its asset and liability portfolios by looking at the fair values of the financial instruments and their cash flows.
The other proposals are intended to reduce the differences between IAS 39 and US GAAP. These include classifying hedges of firm commitments as fair value rather than cash flow hedges, prohibiting any basis adjustment when a cash flow hedge gives rise to a new asset or liability, and eliminating the option of recognising gains or losses on the sale of available for sale assets in the income statement (all gains and losses must now be recognised in equity).
3. Presentation
The proposal is to measure the liability element of a compound liability/equity instrument first and then to assign the residual value to the equity. This is both the easier way of measuring the components and is consistent with the definition of equity as a residual.
4. Portfolio Assessments of Impairment
It was decided at the November 2001 IASB meeting that a financial asset that is individually identified as impaired should
not be included in a group of assets that are collectively assessed for impairment.
It was further decided that a financial asset that had been individually assessed for impairment and found not to be impaired, could be included in a portfolio assessment based on some objective criteria. It remained to be decided what those criteria are.
An asset that has been individually assessed for impairment and found not to be individually impaired should be
included in a collective assessment of impairment. The occurrence of an event or a combination of events should
not be a precondition for including an asset in a group of assets that are collectively evaluated for impairment.
Assets should be grouped by similar credit risk
characteristics that are indicative of the debtors' ability to
pay all amounts due according to the contractual terms.
Contractual cash flows and historical loss experience should
provide the basis for estimating expected cash flow.
Historical loss rates should be adjusted based on relevant
observable data that reflect current economic conditions.
The methodology for measuring impairment should ensure
that an impairment loss is not recognised immediately on
initial recognition. For the purposes of measuring
impairment in groups of assets, estimated cash flows
(contractual principal and interest payments adjusted for
estimated credit losses) should be discounted using an
effective interest rate that equates the present value of the
estimated cash flows with the initial net carrying amount of
those assets.
5. Accounting for Derivatives on Own Shares
In the November meeting, a tentative conclusion on how to classify derivatives indexed to, or that may be settled in, own shares. Having reviewed numerical examples, the Board continued this discussion. The tentative conclusion reached in November was as follows:
| | Physical Settlement | Net Cash Settlement | Net Share Settlement | Issuer Choice | Counterparty Choice |
| Forward buy | Liability | Asset/ Liability | Asset/Liability | Asset/Liability | Liability |
| Forward sell | Equity | Asset/ Liability | Asset/Liability | Equity | Asset/Liability |
| Purchased call | Asset | Asset | Asset | Asset | Asset |
| Written call | Equity | Liability | Liability | Equity | Liability |
| Purchased put | Equity | Asset | Asset | Equity | Asset |
| Written put | Liability | Liability | Liability | Liability | Liability |
The basic principle was to ask if there was a residual interest. If no, then classification as a liability was appropriate; if yes, then it was necessary to ask if there was cash settlement. If yes, then classification as a liability was appropriate; if no, then classification as equity was appropriate.
The Board had trouble with the physical settlement results. They felt it inappropriate for the value of equity to change based on the change in value of an entity's own shares.
It was decided that for physical settlement, or for issuer choice where historically physical settlement has been used, then a forward buy, purchased call and written put, the embedded derivative should be ignored. In other words, the embedded option should be thought of as a change in terms rather than as a forward.
6. Joint Value Attributable to Interdependent Embedded Derivative Features in Issued Compound Instruments
The example given was that of convertible debt with an embedded call option. Thus the value of the debt will determine whether the call or conversion is exercised. It was decided in December that the with-and-without method for valuing the instrument should be used such that the liability is measured and the difference between the value of the whole instrument and that of the liability is assigned to equity.
The issue is how much disclosure should be given. Whilst in general the Board feels it inappropriate to disclose exact methods for measuring financial instruments, this is an exception owing to the importance of debt equity ratios. Hence consideration was given to disclosing the effective interest rate used in determining the value of the liability.
7. Incorporation of Draft SIC 34
The conclusion reached in SIC D34 (that puttable instruments should be classified as liabilities and not equity) is to be incorporated in IAS 32. However, it was felt that disclosing an income statement with zero net profit is not useful. Whilst the disclosure of change in net asset value, as is currently given, was felt to be useful, the wording needs to be changed, so staff are to look at changing the wording.
Next Steps
The aim is to produce an exposure draft by the end of first quarter 2002, with a 3 month comment period.
First-Time Application of IAS [Project Summary]
The IASB's staff summarised the tentative conclusions for a new Standard on First-Time Application of IFRS (refer to November 2001 IASB meeting).
National standard setters did not make any comment on the project, except that the UK Chairman, supported by some IASB members, raised concerns about the proposed exception to the requirement to restate under IFRS for financial instruments (i.e., those financial instruments that were derecognised under local GAAP before 1 January 2001 that would meet the recognition criteria under IFRS).
Discussion of Improvements Project
IAS 2
The proposal is to remove the option of using LIFO as a cost formula for measuring inventory. National standard setters advised to go ahead and expose.
IAS 17
The tentative proposal is to remove the option of expensing lessors' initial direct costs for finance leases. More thought needs to be given to lease accounting in general, but it was felt that this was a self contained area that would not get in the way of the separate project and would be consistent with the Board's goal of eliminating choice. The proposal is in line with IAS 39, which requires capitalisation of initial acquisition costs. A decision was made to go ahead and expose.
IAS 23
The proposal is to eliminate the option to capitalise certain borrowing costs and instead to require that they all be expensed as incurred. It was felt that this area needed more consideration, as the proposed treatment would not be in line with many countries' current treatment. Additionally, where countries do capitalise borrowing costs, they are not always capitalising the same costs.
IAS 1
IAS 1 permits a true and fair override in extremely rare circumstances. Not all countries currently permit this, and are wary about doing so. Countries that do permit this pointed out that only a very few times is this used. The Board needs to debate this further, and is planning to do so later in the week.
Discussion of Responses to the Report of the Joint Working Group of Standard Setters (JWGSS)
Overall
The mandate of the JWGSS was to develop a draft comprehensive standard on accounting for financial instruments at fair value. 284 responses were received. Two thirds of these were from preparers, the remainder from a wide variety of groups, but responses from users were few in number.
About 75% of respondents were opposed to the proposals in the paper. Of the 25% for the proposals, the vast majority of these were non-preparers. Of the objections, there were 2 main types: problems of principle, and practical problems.
The problems of principle included:
the role of management intentions (i.e. intention shouldn't affect measurement);
the need for the immediate recognition of changes in fair value; and
financial instruments being measured at fair value and non-financial instruments being measured at cost.
Practical problems included:
volatility (especially of fair values of instruments for which there is no active market);
cost benefits (especially for banks);
the risk of major adverse effects from subjectivity; and
transitional concerns.
There were no new views offered. The only peculiarity of the responses is that views are not changing. There was high level agreement that much more work (field-testing) is needed. Also, many of the concerns were similar to objections raised in response to IAS 39 and putting derivatives on the balance sheet. Most banks felt that users both didn't want and wouldn't understand financial statements prepared with all financial instruments at fair value.
Overall, preparers were against the proposals, users for them and regulators split. Also, there was a general feeling that there was too much material to comment on it all in any great detail.
Measurement
In general, using exit prices was accepted, although it was felt that more work is needed and more explanation as to why it was chosen (as opposed to for example entry price or some other current value) is needed. There was concern over the treatment of large block holdings and over situations with large bid/offer spreads.
Several respondents felt that the hierarchy given was the major contribution of the paper. Others felt that increased flexibility is required, especially in the area of using a price for a similar instrument versus using a valuation technique. Many felt that it would be preferable to use valuation techniques rather than take the price of a similar instrument and then adjust it, especially as this is what they currently do.
On policies, procedures and controls in place, most agreed with the proposals in the paper and felt that these are essential for any fair value model. However, they felt that it was perhaps not the role of the standard setter to set these.
On fair valuing loans, lenders in general rejected the proposals to use valuation techniques based on internal data as being too subjective and also pointed out that many do not have the systems in place to implement this. Investment banks in general thought the proposals were feasible and acceptable. All agreed that loan loss provisioning needed to be re-examined.
With regard to values not attributable to financial instruments (e.g. credit card intangibles), opinion was very strongly divided, but no new views were offered.
With regard to including own credit worthiness in valuing own debt, there was a hardening of views against this proposal on the grounds of the counter intuitive income statement result, but again, no new views were offered.
It was agreed that more work must be done, by way of field testing, by speaking to entities that currently use fair values. Also, regard needed to be given to other projects that are also looking at this area (e.g. the insurance project) to ensure consistency.
In general, 80% of respondents felt that it would be difficult to fair value all financial instruments and half of those felt that it would be difficult when there was no liquid market.
Income Statement
There was significant opposition for the proposal to recognise all gains and losses, with a wide range of suggestions for exclusions. The main areas of opposition were:
volatility;
users not understanding the financial statements;
the consequences for tax, dividends and covenants; and
unfamiliarity.
Many did not address with issue of whether the financial reporting project will tackle any of these concerns. Very few addressed the issue of disaggregating the income statement, but those who did pointed out that combining fair values with historical cost interest would produce very strange results and also that they were unsure of what fair value interest is. It was noted that the Joint Working Group had their time working on the income statement curtailed, so were not fully able to address all issues in the time they had.
Hedging
85% of respondents disagreed with the proposals and wanted some sort of hedge accounting allowed. Very few accepted there being no hedge accounting for future transactions. It was pointed out that if you disaggregate the hedging instrument from the future transaction, then there will be increased volatility shown in the financial statements, but the underlying volatility will have decreased.
Again this was an area where no new arguments were given, but there was a general lack of support for the proposals. With hindsight, this area was poorly written as it says that no hedging is allowed, whereas in fact most fair value hedges are still recognised. Additionally, there was insufficient explanation as to the decisions made.
It was pointed out that the hedge accounting that most respondents wanted was for forecasted transactions, and they don't get that under IAS 39 either.
Recognition and Derecognition
This area accounted for approximately one third of the paper. The main area that these sections did not address was consolidation, but this is on the IASB's agenda. This area was developed by looking at the IASC framework and it was decided that a components-based approach was best. Recognition and derecognition criteria concentrate on contractual rights and obligations and on who controls these.
There was a reasonable favourable response, although some respondents were unclear on what was meant by components and/or contractual rights and obligations. There was worry that concentrating on components would result in missing the overall effect of a transaction, and that the approach adopted was overly mechanical.
The main areas of discussion were:
legal isolation. Some respondents wanted more, some less;
continuing involvement. There was agreement that if there is no continuing involvement, then the instrument should be derecognised and accounted for as a sale, but more explanation was needed of what constituted continuing involvement; and
there was general disagreement of the treatment where the transferor has continuing obligations or a call option as it was felt that too many liabilities would be recognised and that the measurement of the liability at its maximum amount is too high. 75% of respondents didn't like that the test was by the transferor only, and not the transferee, so there was not mirror accounting.
Other
There was general agreement with the disclosures required. Most agreed with the proposition that risk sensitivity be encouraged but not required. The most notable exception was the AIMR who felt that this should be required. This was the only area of the paper that they did not agree with.
Only a few respondents addressed the issue of balance sheet disclosure, and they were evenly divided. Some agreed with the proposals, and some felt that it was not useful to separately classify impaired loans.
On scope and definitions, cost/benefit for smaller entities was an issue. Also, it was felt that insurance business and financial instruments should be accounted for on a consistent basis.
Most ignored the question of implementation and transitional requirements. There was very little support for supplementary accounts as they would be overly onerous. Most felt more field testing is required before proceeding further, and that this should commence sooner rather than later to prevent the project from grinding to a halt.
This summary is based on notes taken by observers at the IASB meeting and should not be regarded as an official or final summary.
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