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
ACRA-SGX-SID
   AUDIT COMMITTEE SEMINAR 2019
[The Audit Committee in the New Normal]

             16 January 2019
           Marina Mandarin Hotel

                  © SID 2019              1
ACRA-SGX-SID AUDIT COMMITTEE SEMINAR 2019 - The Audit Committee in the New Normal
ACRA Regulatory Updates

           Ms Bong Yap Kim
Divisional Director, Financial Reporting Division,
                       ACRA

                     © SID 2019                      2
ACRA-SGX-SID AUDIT COMMITTEE SEMINAR 2019 - The Audit Committee in the New Normal
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

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Modified audit reports

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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

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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

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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

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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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