Fair Value Measurement Scope
The Board considered whether an IFRS on fair value measurement should exclude IFRIC 13 Customer Loyalty Programmes from its scope. After the IFRIC meeting in March, After the IFRIC meeting the staff became aware of a potential conflict between IFRIC 13 and the proposed fair value measurement guidance. This issue was not raised in any of the comment letters on the exposure draft ED/2009/5 Fair Value Measurement.
For various reasons, the staff had concluded that the use of the term 'fair value' in IFRIC 13 was consistent with the proposed fair value measurement guidance in the forthcoming IFRS on fair value measurement. Consequently, they recommended that the fair value measurement IFRS exclude IFRIC 13 from its scope. This approach would result in IFRIC 13 using the term 'fair value' and retaining the current definition of fair value. However, even though IFRIC 13 refers to 'fair value', transactions within the scope of IFRIC 13 would not be subject to the measurement and disclosure requirements of the IFRS on fair value measurement.
The Board disagreed with the staff on a number of levels. Board members were unconvinced by the staff's analysis and the suggestion that the revenue recognition project would address the issues in IFRIC 13 satisfactorily. To exempt IFRIC 13 from the fair value measurement IFRS would send the wrong message and could lead to regressive practices. The last thing the Board needed to do when it issued the IFRS was to send incoherent signals along with it.
The staff recommendation was defeated. IFRIC 13 will be within the scope of the IFRS on fair value measurement.
Annual Improvements
Amendments recommended for finalisation
The Board ratified the IFRIC's recommendation to finalise amendments to the following IFRSs:
- IFRS 1 Accounting policy changes in the year of adoption
- IAS 1 Clarification of paragraph 106(d)
- IAS 27 Transition requirements for amendments made to IAS 21, IAS 28 and IAS 31 as a result of IAS 27 (as amended in 2008)
- IFRIC 13 Fair value of award credit
Other issues
IFRS 3: Un-replaced and voluntarily replaced share-based payment transactions
The Board ratified the IFRIC's recommendations on finalising the proposed amendment to IFRS 3 paragraph 30, and related material in IFRS 3.B56, B62A and B62B. IFRS 3.30 will refer to 'share-based payment transactions' rather than 'share-based payment awards'. This approach was adopted to keep the alignment between IFRS and US GAAP on this issue as close as possible, while also clarifying the issue identified in the annual improvements process.
The Board also noted that the IFRIC had declined to take three further issues related to modifications (rather than replacements) of share-based payment awards; subsequent accounting for un-replaced share-based payment awards; and situations in which the replacement award has a lower value than the original market-based measure allocated to the pre-combination value. The staff assured Board members that these issues would be considered in due course either for inclusion in the next cycle of annual improvements or as part of the planned post-implementation review of IFRS 2.
IFRS 3: Measurement of non-controlling interests-Illustrative examples
The Board declined to finalise proposed illustrative examples designed to illustrate the application of IFRS 3.19. Some Board members did not think that Board time was required to agree non-authoritative illustrations. Some also disagreed with the illustrations themselves.
The staff agreed to address Board members' concerns out of session and return to the Board only if necessary.
IAS 8: Change in terminology to the qualitative characteristics
The Board ratified the IFRIC's recommendation to finalise the proposed changes to IAS 8 that would conform the terminology in the IFRS with that in the forthcoming final Chapters of the revised IASB Framework with respect to qualitative characteristics. This decision was subject to the caveat that the changes to IAS 8 should not be issued before the Chapters of the Framework are issued. The staff noted that the post-ballot draft of those Chapters would be circulated to the IASB later in March, suggesting that the Chapters could be issued by the end of March or very early April 2010.
Items to be discontinued without finalisation
IFRS 5-Loss of significant influence over an associate or loss of joint control over a joint venture
The Board agreed to discontinue and to remove from the Annual Improvements project the proposed amendment to IFRS 5: Application of IFRS 5 to loss of significant influence over an associate or loss of joint control over a jointly controlled entity. The IFRIC was concerned that clarity was needed on the application of IFRS 5 in circumstances in which a highly probable sale transaction is expected to result in the loss of significant influence or loss of joint control they considered that the issue was best addressed in the forthcoming Joint Arrangements IFRS. The staff confirmed that this was in hand.
Any problems encountered would be treated as a sweep issue.
IAS 40: Change from fair value model to the cost model.
ED 2009/11 included proposals designed to remove a potential inconsistency between IAS 40, IFRS 5, and IAS 2 when an entity determines there is a change in use of an investment property. The responses to the exposure draft demonstrated mixed views in favour of and opposed to the proposals. In addition, several respondents thought that the issue required further and more detailed analysis and/or was a more significant change than should be within the Annual Improvements project.
The Board declined to discontinue the project and referred it back to the IFRIC. The Board noted that the problem was more with IFRS 5, especially with respect to entities such as real estate investment trusts, which routinely sell buildings in their portfolio. In this situation, it was 'nonsensical' to move from a fair value model to a cost model.
Amendment to IFRS 1: Entities Adopting IFRSs Prior to the Issue of IFRS 1
The Board agreed to an amendment to IFRS 1.39C [the effective date of the 'deemed cost exemptions approved in February 2010] that would permit entities that had adopted IFRS in periods before the effective date of IFRS 1 to use the cost base established by an event-driven revaluation as deemed cost in the entity's 'first IFRS financial statements'. The situation arises most obviously in China, where many companies moved to IFRS/ IAS prior to the issue of IFRS 1 and consequently used SIC-8 to accomplish the move.
The Board agreed that the sort of event-driven revaluations described in the amendment approved in February 2010 had occurred, but (without the amendment now under discussion) would not be within the scope of IFRS 1. The Board also clarified that the amendment only applied to establishing deemed cost in the first IAS/IFRS financial statements: it was not an invitation to revisit IFRS elections made subsequent to adoption of IFRS.
Income Taxes - limited amendments to IAS 12
The Board discussed several practice issues that might be considered as part of a limited scope project to amend IAS 12 Income Taxes.
Objective of such a limited scope project
The Board agreed that it would undertake a limited scope project to amend IAS 12. The objective of the project would be to resolve problems in practice under IAS 12, without changing the fundamental approach under IAS 12 and preferably without increasing divergence from US GAAP.
While many Board members were unhappy with adding yet another project to its already heavy workload, there was also an acknowledgement that the project would be attempting to address a market need, even if some of the likely conclusions would create further divergence from US GAAP. In particular, the accounting for uncertain tax positions was a significant issue in the assessment of IFRS for use in the US.
Board members noted that a full reconsideration of income tax accounting would take years and was something that would need to be considered and prioritised after June 2011.
The Board agreed to include the following topics in the project:
Practice issues (these would require an exposure draft)
- Uncertain tax positions (awaiting the final revision of IAS 37)
- Deferred tax on property revaluation
- Distributed vs. undistributed tax rate in real estate investment trusts and similar entities
Improvements proposed in ED/2009/2
- Introduction of an initial step to consider whether recovery of an asset or settlement of liability will affect taxable profit
- Recognising a deferred tax asset in full and an offsetting valuation allowance to the extent necessary
- Guidance on assessing the need for a valuation allowance
- Guidance on substantive enactment
- Allocation of current and deferred taxes within a group that files a consolidated tax return
In agreeing this list, several Board members were concerned that, while some of the matters could be addressed and finalised easily, others were more difficult. Board members thought that they might be able to complete the amendments proposed in ED/2009/2 quickly: the Board had invited comments on the proposals, there was a high degree of agreement on the proposals and the Board would be in a position to proceed to final amendments. The staff was split on this: one thought that the improvements exposed in ED/2009/2 could be finalised quickly; another senior member of staff did not advise that approach and thought that re-exposure would be a more cautious approach. In any event, the staff will bring proposals to the Board in the third quarter 2010. It was thought possible to discuss all the issues and issue an exposure draft containing those issues that required exposure by the end of 2010.
Property revaluation
The Board discussed but did not approve a proposal that would have added an exception to IAS 12 such that an entity would not recognise deferred tax on temporary differences on assets and liabilities if:
- the assets and liabilities were measured at fair value; and
- a market participant acquiring the asset or assuming the liability for its fair value would have the same temporary differences.
Several Board members were highly critical of the staff proposal. The proposal addressed a problem in some, but not all, IFRS jurisdictions. If the Board proceeded with this proposal, it would unleash a torrent of comments from other jurisdictions asking for their circumstances to be addressed. In addition, the proposal sought to address the wrong issue: the real problem was the definition of 'tax basis.' In addition, the confusion created by IAS 12.51 (measurement of deferred taxes reflects the tax consequences of the expected manner of recovery [assets] or settlement [liabilities]) was as much a culprit in the IAS 40 situation.
A Board member suggested an alternative approach that would restrict any exception to the requirement to recognise deferred tax on temporary differences on assets and liabilities to investment property accounted for at fair value through profit and loss under IAS 40. In addition, the rate to be applied to those temporary differences would reflect the 'least cost' approach. Such an approach would be limited to assets for which the voluntary election in IAS 40 has been made. It would not apply to the initial recognition of investment property acquired in a business combination. It was acknowledged that this approach would put significant strain on IFRS 3, but (in the absence of addressing the definition of tax basis) that could not be avoided.
The staff was asked to develop this approach and return to the Board with proposals that reflected it.
Derecognition (IASB)
Accounting for repurchase agreements (repos) and similar transactions
The staff started the discussion by pointing out that they were still analysing the effects of the 'Repo 105' issue on the proposed guidance and would present the result of this analysis to the Board at one of the following meetings.
At the February meeting the Board agreed to treat repurchase agreements as secured borrowings (financing), rather than sales of the asset (as proposed in the ED/2009/3 Derecognition). This decision would present an exception from the overall derecognition model being developed. At the February meeting the Board agreed that all three following conditions must be fulfilled for repurchase transactions to be treated as financing:
- The financial assets to be repurchased or redeemed are the same or substantially the same as those transferred
- The agreement is to repurchase or redeem them before maturity, at a fixed or determinable price
- The agreement is entered into contemporaneously with, or in contemplation of, the transfer
The Board started the discussion with assessment whether the proposed guidance (similar to that which exist under U.S. GAAP) should be provided specifying what constitutes 'substantially the same'.
After a brief discussion the Board agreed to incorporate the basic characteristics of the assets specified in the U.S. guidance related to 'substantially the same', namely:
- The same primary obligor
- Identical form and type so as to provide the same risks and rights
- The same maturity
- Identical contractual interest rates
- Similar assets as collateral
- The same aggregate unpaid principal amount or principal amounts within accepted 'good delivery' standards for the type of security involved
The Board also agreed to provide application guidance for some of these characteristics (inspired by the guidance in the US GAAP).
One Board member suggested that the wording of some of the guidance should be clarified and definition tightened, for example, to reflect credit risk and position in the waterfall structure in determination of substantially the same. In his view, the US guidance was useful but since its publication substantial development in the securitisation market made some amendments and clarifications necessary. The staff agreed to incorporate these suggestions and discuss them with the FASB (the FASB will held an educational session on derecognition the following week).
The Board continued its discussion by assessing the need for an additional 'collateral maintenance' criterion to be required for classification of a repo as secured borrowing (as required by the U.S. GAAP). One Board member suggested introducing such a provision into the proposed guidance. In their opinion the argument that collateral maintenance criterion is closely related to the legal isolation test was not a strong one, as default could happen not only as a result of bankruptcy but, for instance, illiquidity of the market. In the view of this Board member there should be an additional criterion that would distinguish between repos classified as financing and those derecognised as sales. Other Board members did not believe that such additional criterion was operational.
Some Board members suggested that the issue of collateral in repo transactions is dependent on jurisdiction and is not accounting but predominantly a regulatory issue.
Finally, the Board agreed not to add the collateral maintenance criterion to the proposed guidance on repos.
Pass-through arrangements, nonrecourse loans and accounting for assets and liabilities of SPEs
The Board continued its discussion whether the pass through criteria in IAS 39.19 were still relevant for the determining whether an asset should be derecognised.
The Board discussed the first condition (no obligation to pay amounts to the eventual recipients unless equivalent amounts were collected from the original assets). The staff noted that the real issue was not whether payments would have to be made but rather whether the transferor has passed or agreed to pass the cash flows to the other party. The staff thus proposed that if the transferor agreed to pass some or all of the economic benefits of the asset to the transferee, irrespective of any explicit or implicit guarantee, the asset should be derecognised.
One Board member noted that even though application of the model was theoretically sound, he felt uncomfortable with the outcome as such guidance might perpetuate perverse incentives for earnings management. This Board member was particularly concerned with the recognition of the gain on derecognition of financial assets measured at amortised cost. As such, he suggested that this pursued approach is suitable only to financial asset measured at fair value and not for those measured at amortised cost. In response, another Board member stated that this is the natural consequence of the mixed measurement model that results from the guidance in IFRS 9 Financial Instruments. Another Board member suggested that comprehensive set of disclosures might alleviate some of these concerns.
Another Board member was concerned with application of such guidance to structured entities and expressed his doubts, whether this guidance would not lead to structuring opportunities. The staff responded that the guidance takes a symmetrical view on recognition and derecognition of financial assets (that is, no stickiness).
The Board briefly discussed the remaining two criteria of the IAS 39 pass-through test (prohibition of selling or pledging the original asset, obligation to remit any cash flows without material delay). One Board member noted that the last condition is closely related to the overall agent principal issue that the Board is addressing in several projects. As such he suggested that the Board revisits this issue once the guidance on agent/principal relationship is finalised in other projects.
Finally, the Board agreed that the pass through test in IAS 39 does not need to be included in the proposed derecognition requirements as the proposed guidance addresses the issues that were intended to be captured by the pass through test. Nonetheless, the Board agreed to provide illustration of these conditions in the application guidance.
The Board continued with the discussion of 'empty SPEs'. Some Board members expressed their concerns that the proposed derecognition approach would lead to almost all SPEs to be empty.
Most of the Board members did not share these concerns. In their opinion, even though the proposed guidance would increase the prevalence of 'empty SPEs', the application of the derecognition principle would depend on the nature of the beneficial interest issued. Moreover, some of the 'empty SPEs' would be treated in the same way under IAS 39 requirements. For these Board members this was not an issue and conceptual derecognition principle would bring more clarity and transparency in the conditions.
Finally, the Board agreed not to introduce any additional criteria that would address the issue of 'empty SPEs'.
The Board discussed the nonrecourse loans issue. In the discussion the Board tried to clarify the difference between overcollateralization and nonrecourse provisions.
After a considerable discussion, the Board agreed that the proposed treatment of recourse and nonrecourse transactions should not differ.
Some Board members were concerned with potential valuation of the continuing involvement. Nonetheless, it they agreed that it was more a recognition rather than a derecognition issue.
Disclosures
The Board continued its discussion by considering the feedback from constituents on disclosure requirements related to derecognition.
Based on the analysis of comment letters constituents generally supported the proposed disclosures objectives, but expressed some concerns related to specific disclosures proposed.
The Board reaffirmed the derecognition objectives as proposed in the ED/2009/3. With regards to the specific disclosures, the Board agreed with the disclosures related to transactions that do not result in derecognition of financial assets.
Nonetheless, as one Board member pointed out, the wording of the guidance have to be tightened to avoid disclosure of non-relevant information.
The Board agreed with the proposed disclosures on transactions that result in derecognition of financial assets. The Board asked the staff to consider whether the disclosure of fair value of derecognised financial assets in which an entity has continuing involvement is always necessary and can be ascertained (for example, fair value of guaranteed receivables, when the entity guarantees nominal amount, that is, guarantees credit risk but not market risk). The Board also agreed to aggregate disclosure when an entity has more than one category of continuing involvement with the same derecognised financial asset.
The Board decided not to provide further guidance around the aggregation of gains and losses resulting from derecognition and from continuing involvement.
In the light of the 'Repo 105' controversy the Board decided to retain the requirement to disclose the level of transfer activity not evenly distributed throughout the reporting period.
With regards to the disclosures regarding modification to liabilities that does not result in extinguishment and modification the terms of a financial asset for a borrower in financial difficulties, the Board asked the staff to determine a suitable threshold for disclosures. Many Board members expressed their concerns that without such threshold trivial disclosures would be provided. Moreover, some Board members expressed their concerns that collection of data in the circumstances would be difficult what would make these disclosures non-operational.
Support for the package of decisions
The Chairman noted that the majority of the derecognition approach has been deliberated and therefore asked Board members to indicate their dissent. Mr. Smith indicated he would dissent to the publication of the guidance as he does not consider it to be improvement over the current guidance in IAS 39. He expressed his concerns that the proposed guidance would lead to free choice on derecognition of financial assets with no discipline with regards to cash flow remittance. Therefore, in his view this guidance would be more appropriate for a fair value model of financial instruments rather than mixed-measurement model. Mr. Finnegan indicated he might dissent on the same basis.
Financial Instruments: Outreach Activities Update (IASB)
Hedge accounting
The staff provided a summary of user outreach feedback with regards to the hedge accounting guidance. Based on this outreach most users exclude the fair value changes arising from derivatives used for hedging when analysing the entity's performance. Rather the effects of forecasted transactions are reflected in adjustments to hedged items based on the contractual terms of the derivatives. In addition, users have indicated that ineffectiveness is not perceived as problem that should constitute a hurdle in applying hedge accounting.
The majority of users consider the hedge accounting guidance as overly complicated. The staff also noted that users rely on management risk reports rather than on GAAP measures that are audited as they perceived that the risk reports are more aligned to the risk management strategy of the entity. Moreover, the risk reports address the issue based on the risk facing the entity (FX risk, interest rate risk, etc.) rather than using the accounting jargon that many analysts do not understand (cash-flow hedges, fair value hedges).
Based on the outreach activities, most users support retaining hedge accounting. Moreover, most of the users would prefer a more fundamental revisiting of hedge accounting rather than minor tweaks, even if that would mean delay of the publication of the hedge accounting guidance.
Amortised cost and Impairment
The staff provided a brief overview of the Expert Advisory Panel on impairment (EAP) discussions. The EAP discussed possible simplifications of the allocation of the initial expected losses and decided to explore several of the approaches (e.g. based on adjustment of the contractual interest revenue in the accounting system using an allocation profile for expected credit losses derived from expected loss data in risk systems).
The EAP also discussed possible usage of Basel II expected losses data and required adjustments to these data in order for them to be used for the proposed expected loss model.
The staff clarified that the EAP would discuss 3 additional models; FASB model, the Basel Committee model and the model proposed by the European Banking Federation.
The staff summarised that even though preparers continue to be concerned by operational concerns and implementation costs, there seems to be overall broad agreement that any model should address frontloading of the interest revenue by the incurred loss model.
The staff also noted that some constituents perceive the overall amortised cost model as complicated as it includes the present value calculation and is based on discounted cash flows. Nonetheless, these are the features of the current Amortised cost model as well.
This summary is based on notes taken by observers at the joint IASB-FASB meeting and should not be regarded as an official or final summary.
|