ACRA-SGX-SID AUDIT COMMITTEE SEMINAR 2019 - The Audit Committee in the New Normal
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ACRA-SGX-SID AUDIT COMMITTEE SEMINAR 2019 [The Audit Committee in the New Normal] 16 January 2019 Marina Mandarin Hotel © SID 2019 1
ACRA Regulatory Updates Ms Bong Yap Kim Divisional Director, Financial Reporting Division, ACRA © SID 2019 2
Agenda 1. Tips to ACs when dealing with: - modified audit reports - new business arrangements 2. New legislation effective 20 Apr 2018 - voluntary revision of defective accounts © SID 2019 3
Modified audit reports © SID 2019 4
Director’s duties for financial reporting s201 of Companies Act - Directors must table Shareholders FS should receive financial statements (FS) that are: rely on financial “clean” audit • true and fair, and statements report • comply with the accounting standards FS of SG-listed companies Areas qualified by auditors FY2016 FY2017 • Opening balance only: 8 ACs to enquire (FY2016: 2) before changing Clean opinion 537 516 auditors • Going concern only: 6 Modified opinion 40 (7%) 44 (8%) (FY2016: 2) Total companies 577 560 • Others: 30 (23 may have ACs could help accounting issues) resolve some issues. See next slides © SID 2019 5
Case 1 - Changes in views Clean audit Clean audit Qualified Clean audit opinion opinion audit opinion opinion Tip #1 - Critically FY14 FY15 FY16 FY17 assess before Loss Loss Profit Loss accepting changes in views Qualified Auditor’s Report Restated the comparative “The Group’s PPE of $20 million, by impairing PPE of $2 million included equipment not in use “.. The plant and equipment of about $2 million. We were was not in use since 2016 and Pre-tax losses for 3 should have been impaired in unable to obtain sufficient Tip #2 – consecutive years appropriate audit evidence on 2016...” + placed under confident that … will be able Key assumption used: FY16? “watch list” to fully utilise the PPE • Gross margin: 12% (FY16: 20%) including those currently not in use.” © SID 2019 6
Case 2 - Rectify timely Qualified Qualified Disclaimer 2months later opinion opinion FY15 FY16 Q1’FY17 FY17 Net Assets = $2.1m FY16 (restated) Net Tip #2 – FY16 (restated) Net Liabilities = ($2.1m) Why error not Assets = $3.1m Auditor’s Auditor’s Report Announcement identified last Notes to FS Report 3rd area qualified - “A “The restatement of the year? “During the financial year, Due to 2 subsidiary did not Company’s …. followed the Group raised prior year areas translate its PPE into the an adoption of audit adjustments for correction Group’s presentation opinion…” of the below error: .. The currency using the changes in fair values of closing rate as required Tip #1 – Rectify the interest-free loans in by FRS 21. in FS as far as relation to the changes in Had it been translated, possible Tip #3 – time to maturity were also net assets would not accounted ….”. Analyse the decrease by $4.2m…” root cause Auditor’s Report 4 areas were qualified (of Net Liabilities ($2.1m) which 2 were from FY15). © SID 2019 7
New business arrangements © SID 2019 8
Case 3 - Evidence on change in use (1) Fact Pattern Accounting Requirements (Para 57 of SFRS 40) FS Measure • An entity shall transfer a property Type of Property Business model Classification ment to, or from, IP when, and only Residential only Sell Development Cost when, there is a change in use. and residential- Property commercial • A change in use occurs when the developments property meets, or ceases to meet, Industrial Rent Investment Fair the definition of IP and there is properties Property (IP) value evidence of the change in use. • In isolation, a change in Industrial Own use Property, Cost management’s intention for the use properties Plant and of the property does NOT provide Equipment evidence of a change in use. © SID 2019 9
Case 3 - Evidence on change in use (2) Fact Pattern Tip #2 – Be Property under construction comfortable with reasons for multiple 3 months transfers in a 1 Jan 30 Sept 31 Dec short period 8-storey of time industrial Rent/Capital building Sell Own use appreciation (Development (PPE at (Investment property at cost) property at cost) Tip #1 – Ask fair value) CFO for the Had it been transferred Fair Value Gain alternative directly from PPE to IP, (~50% of PBT) accounting fair value gain taken to treatment EQUITY © SID 2019 10
Case 3 - Evidence on change in use (3) Company’s evidence on change in use Tip #3 – Distinguish • Management meeting in Sept attended by executive directors, the between change in CFO and the Finance Manager: intention and change (i) One director suggested selling the property under construction in use for better cash flow management. (ii) The management decided that if the sale was unsuccessful in 3 months, the property will be held for rental income. • 2 emails with sale agents provided by management as evidence on the efforts to sell: Tip #4 – Assess evidence on the (i) “…Is it for sale or lease? If sale, what is the price and if leasing change in use (e.g. what is the rate?” under construction, (ii) “…We can consider to sell…can your buyer sign the NDA before able to sell in 3 we release information e.g. valuation report etc…” months)? © SID 2019 11
Voluntary Revision of Defective FS © SID 2019 12
Voluntary Revision of Defective FS (1) Issued Regulations to operationalise s202A and s202B of Companies Act Purpose: Allow diligent directors to revise the company’s FS on their own1 Can revise in respect No need to deal with No need to call for of any financial year, subsequent events or changes AGM/EGM to table revised but in Accounting Standards FS (table at the next AGM/EGM), but revisions are confined New directors’ statement and must circulate to members to non-compliances amended auditor’s report and file with ACRA within with Companies Act (illustrated in the Guidance) 30 days after revision Issued Guidance for Companies2 (available at www.acra.gov.sg) 1 Intent of the Steering Committee appointed by MOF to review the Companies Act then. 2 Consulted with ISCA’s Financial Statements Review Committee and ISCA’s Auditing and Assurance Standards Committee. © SID 2019 13
Voluntary Revision of Defective FS (2) Assume that directors authorised FY2016 FS on 31 Mar 2017 and revised it on 20 Nov 2018. Extract of new Directors’ Statement: No need to update for subsequent events © SID 2019 14
Voluntary Revision of Defective FS (3) New opinion by directors in office at date of revision Opinion of directors in office at date of original FS Date of revision © SID 2019 15
Voluntary Revision of Defective FS (4) Made adjustment to FY2016 comparatives Should the Co voluntarily revise its FY2016 FS in FY2017 FS under section 202A as well? 30 Apr 2018 As a minimum, directors to consider the following factors, when deciding whether to voluntarily revise its FY2016 FS: (a) nature and materiality of errors (both quantitatively and 1 Feb 2018 qualitatively) in FY2016 FS (b) level of public interest in FY2016 FS Noted an error (c) likelihood of users relying on the defective FY2016 FS that is in FY2016 FS available in the public domain (SGXNET and ACRA’s register) when preparing FY2017 FS © SID 2019 16
Thank You! © SID 2019 17
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