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News

Corporate Governance  Image

ICSA: The Governance Institute consults on the effectiveness of independent board evaluation

18 Jun 2019

ICSA: The Governance Institute has published a consultation on the effectiveness of independent board evaluation in UK listed companies.

The consultation is being carried out at the request of the Department for Business, Energy and Industrial Strategy (BEIS) in response to its feedback statement on Insolvency and Corporate Governance. The review will assess the quality of independent board evaluation and identify ways in which board evaluation might be improved. In particular, the consultation seeks views on whether there is a need for:

  • a code of practice for the providers of board evaluation services and formal arrangements for implementing and monitoring such a code;
  • voluntary principles to be applied by listed companies when engaging external reviewers to undertake board evaluations; and
  • guidance for listed companies on disclosure of the conduct and outcomes of their board evaluation, in accordance with the 2018 UK Corporate Governance Code.

Draft versions of these three resources are also included in the consultation.

The deadline for comments is 5 July 2019. The consultation can be accessed on the ICSA: The Governance Institute website.

Charity Commission Image

Charities SORP governance review published

18 Jun 2019

The Charities SORP Committee Governance Review Panel has published its final report on the future development of charity reporting and accounting.

The report makes several key recommendations on the future development of the Charities Statement of Recommended Practice (SORP):

  • the SORP must be refocused to better address the needs of key users of charity reports and accounts (identified as trustees, donors and proxies who best represent the public and beneficiary interest)
  • simpler reporting requirements for smaller charities should be introduced.  These were identified as the majority of users of the SORP;
  • the SORP Committee should be retained but reformed in terms of size, composition and clarification of the respective roles of the SORP-making body and SORP Committee;
  • it will be necessary to engage more broadly and with a wider variety of stakeholders if the SORP is to continue to be fit for purpose;
  • the sector and charity regulators should collaborate to identify and codify best practice in non-statutory financial reporting; and
  • the SORP-making body, supported by the Financial Reporting Council (or its successor), needs to ensure that the redesigned SORP development process takes effect and sufficient resources should be made available to implement the recommendations.

The SORP-making body will now consider the recommendations made in the report and a response and planned actions are expected to be published in autumn 2019.

A press release and the full report are available on the Charity Commission website.

Deloitte document (mid gray) Image

We comment on the IASB’s proposal on interest rate benchmark reform

17 Jun 2019

We have responded to the IASB’s exposure draft, ‘Interest Rate Benchmark Reform — Proposed amendments to IFRS 9 and IAS 39’.

We support the IASB’s response in proposing amendments to both IFRS 9 and IAS 39 that deal with the immediate need of addressing the effect of the uncertainty arising from changes in benchmark interest rates on the “highly probable” requirement for cash flow hedges and the designated risk for cash flow and fair value hedges and suggest the IASB work on finalizing these amendments and begin the work on its second phase of amendments concurrently.

In addition, we believe there is a lack of clarity in (1) the application to retrospective hedge effectiveness, (2) the measurement of hedge ineffectiveness, and (3) whether the amounts deferred in the cash flow hedge reserve should be reclassified to profit or loss when the entity ceases applying the amendment.

Please download the full comment letter here.

Company Law Image

Government publishes guidance on new directors' remuneration regulations

14 Jun 2019

The government has published a set of answers to frequently asked questions on the Companies (Directors’ Remuneration Policy and Directors’ Remuneration Report) Regulations 2019 (the Regulations).

The guidance is designed to help companies and other interested parties to understand the new reporting requirements in the Regulations, which were made on 22 May 2019 and took effect from 10 June 2019. It provides an overview of the changes and addresses some frequently asked questions, including explaining the scope of the Regulations and the timing of application.

The guidance is available on the Government website.

For our previous news item on the Regulations, please click here.

EFRAG (European Financial Reporting Advisory Group) (dk green) Image

EFRAG draft comment letter on proposed amendments to the IFRS Foundation Due Process Handbook

14 Jun 2019

The European Financial Reporting Advisory Group (EFRAG) has issued a draft comment letter on the IASB exposure draft ‘Proposed amendments to the IFRS Foundation Due Process Handbook’.

EFRAG agrees that most IASB proposals will improve the Due Process Handbook; however, it proposes that major projects should have detailed effect analysis reports issued when key due process documents are issued. In ad­di­tional, the EFRAG suggests that the IASB should “ensure in its due process that agenda decisions only contain explanatory material and references to the mandatory content of IFRS Standards and that diversity in practice and IFRS-like guidance is addressed through standard-setting such as through the annual improvements process.”

Comments on EFRAG's draft comment letter are requested by 12 July 2019. For more in­for­ma­tion, see the press release and the draft comment letter on the EFRAG website.

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IFRS Interpretations Committee holds June 2019 meeting

14 Jun 2019

The IFRS Interpretations Committee met in London on 11–12 June 2019 to discuss twelve issues, including eight new interpretation requests. We have posted Deloitte observer notes for the technical issues discussed during this meeting.

New Issues

The Committee decided to publish eight new tentative Agenda Decisions. These summaries reflect our understanding from the Committee’s discussions. The tentative decisions will be published in due course.  

IFRS 16 Leases — Incremental borrowing rate —The definition of incremental borrowing rate does not explicitly require a lessee to determine its incremental borrowing rate to reflect the interest rate in a loan with a similar payment profile to the lease payments.

IFRS 16 Leases — Lease term and useful life of leasehold improvement — (a) An  entity considers the economics of a contract when determining the enforceable period of the lease, and not only any contractual termination payment (such as the cost of abandoning or dismantling leasehold improvements). (b) IAS 16 provides sufficient guidance to enable an entity to determine the useful life of non-removable leasehold improvements. The life is not limited to the lease term of the related lease but the lease term must be considered in determining the useful life.

IFRS 9 Financial Instruments — Fair value hedge of foreign currency risk on non-financial assets — Foreign currency risk can be a separately identifiable and reliably measurable risk component of a non-financial asset held for consumption  that an entity can designate as the hedged item in a fair value hedge accounting relationship. 

IAS 7 Statement of Cash Flows — Changes in liabilities arising from financing activities — The requirements in IAS 7 for information about changes in liabilities arising from financing activities required by IAS 7 are clear.

IFRS 10 Consolidated Financial Statements — Sale of a single asset entity containing real estate — The sale of real estate through an equity interest in a single asset entity that is within the scope of IFRS 10 rather than IFRS 15.

IAS 1 Presentation of Financial Statements — Presentation of an uncertain tax position — A liability related to uncertain tax treatments is a current (or deferred) tax liability and not a provision.

IFRS 15 Revenue from Contracts with Customers — Compensation for delays or cancellations — An an obligation to compensate customers for delayed or cancelled flights (as set out in legislation) is recognised as part of the transaction price and not an obligation in accordance with IAS 37.

IAS 41 Agriculture — Subsequent expenditure — IAS 41 allows an entity to Capitalise or expense the costs related to the biological transformation of biological assets.

Agenda decisions finalised

The Committee finalised four tentative agenda decisions.

IFRS 15 Revenue from Contracts with Customers — Costs to fulfil a contract — When revenue is recognised over time (in this case from a property sale, using the output method to measure progress) any costs incurred to fulfil the performance obligation are recognised as an expense when they are incurred.

IFRS 16 Leases — subsurface rights — When a contract between a land owner and another party gives the other party the right to place an oil pipeline in a specified underground space, with the land owner retaining the right to use the surface area of the land above the pipeline, that contract contains a lease.

IAS 19 Employee Benefits — Effect of a potential discount on plan classification — The existence of a potential discount on the contribution an entity is obliged to make to a post-employment benefit plan, if the ratio of plan asserts to plan liabilities exceeds a set level, does not preclude the plan from being a defined contribution plan.

Holdings of a cryptocurrency — A cryptocurrency does not meet the definitions of cash or a financial asset. It meets the definition of an intangible asset is accounted for in accordance with IAS 38, unless it the cryptocurrency is held for sale in the ordinary course of business—in which case IAS 2 applies.

Continuing discussions

The Committee discussed potential narrow-scope amendments to IAS 21 to define “exchangeability” and a “lack of exchangeability” and specify the requirements that would apply when there a lack of exchangeability in a currency.

Work in progress

The staff have received requests in relation to the definition of a lease and foreign operations in consolidated financial statements. The staff are in the process of analysing those matters.

More information

Please click to access the detailed notes taken by Deloitte observers for the entire meeting.

EFRAG (European Financial Reporting Advisory Group) (dk green) Image

EFRAG questionnaire on hedge accounting and IFRS 17

14 Jun 2019

European insurers that apply IFRSs are invited to complete a questionnaire on hedge accounting under IFRS 9/IAS 39.

As part of its ongoing endorsement activities relating to IFRS 17 Insurance Contracts, the European Financial Reporting Advisory Group (EFRAG) is considering the interaction of IFRS 9 Financial Instruments with IFRS 17 specifically in the area of hedge accounting.

The questionnaire considers the following aspects:

  • Current economic hedging strategies
  • Accounting for current economic hedging strategies
  • Future economic hedging strategies
  • Application of IFRS 9 (including continued use of IAS 39 hedge accounting)
  • Economic mismatches
  • IFRS 9 and risk mitigation under IFRS 17

Responses to the questionnaire are requested by 16 September 2019.

Please click for more information on the EFRAG website.

IASB (International Accounting Standards Board) (blue) Image

Pre-meeting summaries for the June IASB meeting

14 Jun 2019

The IASB will meet in London on 17–19 June 2019 to discuss seven topics. We have posted our pre-meeting summaries for the meeting that allow you to follow the IASB’s decision making more closely. For each topic to be discussed, we summarise the agenda papers made available by the IASB staff and point out the main issues to be discussed by the IASB and the staff recommendations.

Goodwill and impairment: The staff aim to begin the process for preparing a Discussion Paper in July or September and to publish it towards the end of this year.  At this meeting the staff will ask the Board to decide which preliminary views it wishes to express in the DP and are recommending:

  • a) New disclosure objectives about the rationale for the business combination and disclosure requirements about how the entity plans to assess whether the combination is meeting its objectives and the measures reported to the CDOM
  • b) That the amortisation of goodwill not be reintroduced.
  • c) That the requirement to undertake a quantitative impairment test annually be removed and replaced with an impairment-indicator approach (for goodwill and intangible assets with indefinite useful lives or not yet available for use).
  • d) removing the requirement to exclude from the calculation of value-in-use cash flows that are expected to arise from a future restructuring or enhancement, but with a ‘more likely than not’ threshold for the inclusion of cash flows associated with future restructurings or enhancements and a requirement to disclose information about future restructurings or enhancements.
  • e) Removing references to pre-tax cash flows and discount rates and instead requiring that the assumptions about cash flows and discount rates be internally consistent.

The staff will also ask the Board if it wants to include a preliminary view that a subtotal of total equity before goodwill be presented in the statement of financial position?

Primary Financial Statements: This is the last meeting planned before the staff intend to begin the process of preparing an exposure draft that will propose a replacement of, or revisions to, IAS 1. At this meeting, the staff recommend that:

  • a) exchange differences and gains and losses on derivatives be classified into the section (i.e operating, financing or investing) to which they relate, with special guidance for derivatives;
  • b) incremental expenses related to an investment (those expenses that would not have been incurred if the investment had not been made) be classified as investing;
  • c) the income tax effect of MPM adjustments be based on a reasonable pro-rata allocation of the current and deferred tax of the entity in the tax jurisdiction, or another method which achieves more appropriate allocation, and the approach taken disclosed;
  • d) entities not be required to disclose how and why the MPM differs from the total of the measure of profit or loss for the reportable segments, which would reverse a previous decision; and
  • e) the requirements not be effective for at least two years after publication and that comparative information would be required to be reclassified.

Proposed amendments to IAS 16: The staff recommend that the Board finalise the proposal to require that proceeds generated when testing if an asset is functioning be recognised in income (rather than a reduction of the cost of the asset) and to clarify the meaning of ‘testing’. 

Rate-regulated activities: The staff aim to begin the process for preparing an exposure draft in July or September and to publish it in the first quarter next year. At this meeting, the staff recommend that:

  • a) the model not include a statement that the unit of account is individual timing differences;
  • b) the descriptions of the scope criteria and the definitions of regulatory assets and liabilities be refined, a reference to fines payable be included in the explanation of total allowed compensation and that the Board retain its earlier decisions about recognition and not develop further derecognition requirements;
  • c) regulatory assets and liabilities be measured by discounting the estimated future cash flows arising from the regulatory assets (including the cash flows relating to the regulatory interest or return), using the regulatory interest or return rate unless there is any indication that that rate is not adequate. An exception is regulatory assets and liabilities that relate to expenses or income that will be included in/deducted from the future rate(s) when cash is paid/received. They are adjusted for risks that are not present in the related liability or asset.
  • d) the model not include a separate step to assess whether the effects of the time value of money and risks inherent in the cash flows are significant or a practical expedient that would avoid the need for discounting if the effects of the time and risks are not significant.
  • e) an indicator-based approach be used to assess whether the regulatory interest rate or return rate is adequate. The minimum adequate rate is one that the entity would expect to receive for a stream of cash flows with the same timing and uncertainty as those of the regulatory asset. If the rate provided by the agreement is inadequate the minimum adequate rate is used for initial and subsequent measurement. The same measurement requirements apply to regulatory liabilities and assets, except in the limited circumstances when that rate is affected by an identifiable event or transaction that should be recognised separately.
  • f) Regulatory income and expense that is related to a particular income or expense line item be presented immediately above or below that line item (for both profit or loss and OCI line items) with all other regulatory income and expenses presented immediately below the revenue line in profit or loss. Regulatory interest or returns accrued on regulatory assets or liabilities must be disclosed as a separate caption (either in the breakdown of regulatory income/expense for the period or the regulatory asset and liability reconciliations).

There are also papers summarising the similarities and differences between the proposed model and US GAAP requirements and the Board’s tentative decisions to date.

Business Combinations under Common Control: The staff will explain why they think that distinguishing between combinations in which the non-controlling shareholders of the receiving entity get a residual interest in the transferred entities or businesses is a viable approach to explore in determining when to apply a current value approach, and when to apply a form of a predecessor approach.

Financial instruments with the characteristics of equity: The staff will present detailed analysis of the comment letter feedback received about the Discussion Paper on a selection of topics: The Board’s preferred approach; Classification of non-derivative financial instruments; Classification of derivative financial instruments; Compound instruments and redemption obligation arrangements; the Puttable exception; and IFRIC 2 instruments. 

Comprehensive review of the IFRS for SMEs Standard: The Board plans to issue a Request for Information (RFI) in the second half of 2019. The staff are recommending that the RFI propose that IFRS 13 Fair value Measurement, IFRS 9 Financial Instruments and IFRS 16 Leases be incorporated in the SME Standard, with some simplifications but that IFRS 14 Regulatory Deferral Accounts not be incorporated.

 

More information

Our pre-meeting summaries are available on our June meeting notes page and will be supplemented with our popular meeting notes after the meeting.

IIRC (International Integrated Reporting Committee) (green) Image

UNCTAD and the IIRC sign updated Memorandum of Understanding

13 Jun 2019

The United Nations Conference on Trade and Development (UNCTAD) and the International Integrated Reporting Council (IIRC) have signed an updated Memorandum of Understanding (MoU) to reaffirm their commitment to integrating the United Nation’s Sustainable Development Goals (SDGs) into the corporate reporting cycle.

Under the enhanced collaboration, both organisations promote the SDGs as a framework "to translate global needs and ambitions into business solutions, helping companies to better manage operational and regulatory risks while also unlocking potentially historic market opportunities".

Under the updated MoU, UNCTAD and the IIRC will collaborate around the methodology for SDG Indicator 12.6.1 and to increase support for the SDGs in the market.  The collaboration also reaffirms the role of business in helping to achieve the SGD's, in particular SDG Target 12.6, which is to encourage companies, especially large and transnational companies, to adopt sustainable practices and to integrate sustainability information into their reporting cycle.

For further information read the announcement on the IIRC website.

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Agenda for the June 2019 ITCG meeting

12 Jun 2019

The agenda is available for the next meeting of the IFRS Taxonomy Consultative Group (ITCG), which will be held by conference call on 24 June 2019.

The agenda is sum­marised below:

Monday 24 June 2019 (09:00-16:45)

  • IFRS Taxonomy supporting materials
  • IFRS Taxonomy strategy — Update
  • Interaction between electronic reporting and the Board’s work on primary financial statements
  • IFRS Taxonomy content issues — review of common reporting practice
  • Interaction between electronic reporting and the Board’s work on the review of disclosures

Agenda papers for this meeting are available on the IASB website.

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