IFRS NEWS NOVEMBER 2018 - PWC
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www.inform.pwc.com IFRS news November 2018 Must know IASB amends definition of It is also no longer necessary to In this issue: business in IFRS 3 assess whether market participants are capable of replacing missing 1. Must know At a glance elements or integrating the acquired On 22 October 2018, the IASB issued activities and assets. • IASB amends definition of business in IFRS 3 amendments to the guidance in IFRS An entity can apply a ‘concentration 3, ‘Business Combinations’, that test’ that, if met, eliminates the need • Amendments to IAS 1 and revises the definition of a business. for further assessment. Under this IAS 8 - Definition of material According to feedback received by optional test, where substantially all • IASB agrees on criteria for the IASB, application of the current of the fair value of gross assets evaluating any future guidance is commonly thought to be acquired is concentrated in a single potential amendments to too complex, and it results in too asset (or a group of similar assets), IFRS 17 many transactions qualifying as the assets acquired would not 2. Issues of the month business combinations. represent a business. • PwC IFRS Blog – What is the issue? IFRS 17 : Important New guidance What is the impact and for whom? considerations for the legacy To be considered a business, an The changes to the definition of a market acquisition would have to include an business will likely result in more input and a substantive process that acquisitions being accounted for as together significantly contribute to asset acquisitions across all the ability to create outputs. The new industries, particularly real estate, guidance provides a framework to pharmaceutical, and oil and gas. evaluate when an input and a Application of the changes would substantive process are present also affect the accounting for disposal (including for early stage companies transactions. that have not generated outputs). To Differences in accounting between be a business without outputs, there business combinations and asset will now need to be an organised acquisitions include, among other workforce. things, the recognition of goodwill, The definition of the term ‘outputs’ is recognition and measurement of narrowed to focus on goods and contingent consideration, accounting services provided to customers, for transaction costs, and deferred generating investment income and tax accounting. other income, and it excludes returns When does it apply? in the form of lower costs and other economic benefits. Entities shall apply these amendments to business combinations for which the acquisition date is on or after the beginning of the first annual reporting periods beginning on or after 1 January 2020 and to asset acquisitions that occur on or after the beginning of that period. Early application is permitted.
Amendments to IAS 1 and Impact Background IAS 8 - Definition of material The amendments clarify the 1. In connection with the issuance of definition of material and make IFRS 17, the IASB established a IFRSs more consistent, but are not transition resource working group At a glance expected to have a significant impact (‘TRG’) to provide a public forum for On 31 October 2018, the IASB on the preparation of financial stakeholders to follow the discussion issued amendments to the statements. of questions raised on definition of material implementation of the new standard. When does it apply? The purpose of the TRG is to (amendments to IAS 1 and IAS 8). These amendments should be facilitate a public discussion to Issue applied for annual periods beginning provide support for stakeholders, on or after 1 January 2020. Earlier and information to the Board, on Amendments to the definition application is permitted. implementation questions arising of material from the application of IFRS 17. On 31 October 2018, the IASB issued 2. After issuance of the standard, amendments to the definition of IASB agrees on criteria for IASB staff have also been engaged in material in IAS 1 and IAS 8. evaluating any future a variety of activities with The amendments to IAS 1, potential amendments to stakeholders to follow the ‘Presentation of financial IFRS 17 implementation of IFRS 17. During statements’, and IAS 8, ‘Accounting these activities, and through the TRG policies, changes in accounting The IASB notes that a high hurdle discussions, the staff have become estimates and errors’, and will be set for any future aware of several instances where the consequential amendments to other amendments to IFRS 17 standard might be interpreted in IFRSs: i) use a consistent definition At a glance ways that were not intended by the of materiality throughout IFRSs and Board. At the 24 October meeting, the Conceptual Framework for On 24 October 2018, the Board the IASB staff presented to the Board Financial Reporting; ii) clarify the unanimously agreed criteria for a list of 25 concerns and explanation of the definition of evaluating any future potential implementation challenges raised by material; and iii) incorporate some of amendments to IFRS 17. The Board constituents. the guidance in IAS 1 about noted that the criteria set a high hurdle for change, and any Items discussed at the IASB Board immaterial information. amendments suggested would need meeting The amended definition is: to be narrow in scope and deliberated 3. Four staff papers were prepared “Information is material if omitting, quickly to avoid significant delays in for the meeting (available here), misstating or obscuring it could the effective date. In the coming including the TRG submission log reasonably be expected to influence months, the Board will discuss and the IASB Summary from the decisions that the primary users of whether any amendments to IFRS 17 September 2018 TRG meeting. The general purpose financial are justified, including a potential IASB Board had no comments on the statements make on the basis of deferral of the effective date. If the September 2018 TRG summary those financial statements, which Board decides to amend the prepared by the staff, and the provide financial information about standard, any amendments would be discussion in the Board meeting was a specific reporting entity.” subject to the IASB Board’s due mainly focused on the criteria for any process for amendments to IFRS potential amendments to IFRS 17. The amendment clarifies that the standards, including developing an reference to obscuring information exposure draft and subsequent Criteria for evaluating possible addresses situations in which the consultation period. The Board amendments to IFRS 17 effect is similar to omitting or shared its concern about the 4. Subsequent to issuance of the misstating that information. It also temporary exemption from IFRS 9 if standard, the IASB has received states that an entity assesses it were to defer the effective date for feedback from both preparers and materiality in the context of the IFRS 17. users of financial statements. The financial statements as a whole. The views in this In transition are staff noted that more than 500 users The amendment also clarifies the based on our observations from the of financial statements have been meaning of ‘primary users of general 24 October meeting, and they might interviewed, and the IASB has purpose financial statements’ to differ in some respects from the received positive feedback on the whom those financial statements are official minutes of the meeting to be standard through this outreach. directed, by defining them as published by the IASB at a later ‘existing and potential investors, date. lenders and other creditors’ that must rely on general purpose financial statements for much of the financial information they need. PwC | IFRS news | 2
5. The Board agreed that the 7. The Board acknowledged the 25 Specific concerns and following criteria, as identified by the topics identified as concerns and implementation challenges staff, should be applied for evaluating implementation challenges, and 9. The IASB staff recommended that whether IFRS 17 should be subject to some Board members asked for the Board’s assessment of whether any amendments: clarification or further information there is a need to amend IFRS 17 on several of the topics. The IASB should be balanced against the need • The amendment would not result staff in future meetings will present to limit any such amendments other in a significant loss of useful separate submissions for each topic, than those that meet specified information relative to that setting out firstly whether there is a criteria. As a basis for the discussion which would have been provided need to amend IFRS 17, and secondly in the Board meeting, a 61-page by IFRS 17 for users of financial whether the amendment satisfies the document (available here) was statements. Any amendment agreed criteria. The IASB staff prepared by staff, summarising the would avoid: emphasised that, even if the Board 25 concerns and implementation • reducing the relevance and agrees that a potential amendment issues identified. faithful representation of meets the criteria, it does not mean information in the financial that amendments meeting these 10. The Board provided comments on statements of entities that criteria will be made. That is, only some of the matters addressed issue insurance contracts; meeting the criteria will not below, and it was agreed that the automatically result in an discussion would continue in more • causing reduced detail at a future meeting, including amendment to the standard. Several comparability or introducing addressing comments provided by Board members and staff also noted internal inconsistency in the Board. The staff noted that the that they would need to look at any IFRS standards, including issues are listed in the order in which proposed amendments in aggregate, within IFRS 17; or they appear in the standard. and not just individually. • increasing complexity for 8. Board members were reluctant to users of financial statements, amend the standard, because they thus reducing believe that it could lead to greater understandability. complexity, with many stating that • The amendment would not the meeting had left them very unduly disrupt implementation disheartened at the thought of doing processes that are currently this. The Board did not comment on underway or result in undue changes to the effective date of the delays in the effective standard, or whether IFRS 9 would implementation of IFRS 17. continue to be deferred with IFRS 17. However, the IASB chairman did 6. In addition to the above criteria, note his concern that, since insurers Board members requested that the are very active in debt markets and IASB staff expand the analysis on some are searching for high-yielding each topic raised by constituents, to debt, the impact of not implementing consider the cost versus benefit IFRS 9 would be difficult to accept. analysis and to provide insight as to He went on to voice his concern that, whether any new arguments or if insurers had not implemented information are available, beyond IFRS 9 by the next financial crisis, it what was already considered in would have severe repercussions. deliberating the standard. That is, several Board members were unwilling to redebate any concerns unless new information that was not considered in the deliberations was presented by the staff. PwC | IFRS news | 3
Next step 11. The Board will continue its discussion in the forthcoming months, including whether there is a need to propose any changes to the standard. The IASB noted that it is too early to say whether these discussions will result in any proposals to change the standard. Any amendments to the standard will need to follow the IASB due process, which will include issuance of an exposure draft and a public consultation period. The IASB has already published a short note of the meeting that is available here. PwC has developed the following publications and resources related to IFRS 17, ‘Insurance Contracts’: • In transition INT2018-04: TRG debates more IFRS 17 implementation issues • In transition INT2018-03: Amendments to IFRS 17 on the IASB Board agenda • In transition INT2018-02: Insurance TRG addresses unit of account, contract boundary, and coverage unit issues • In transition INT2018-01: Insurance TRG holds its first meeting on IFRS 17 • In brief INT2017-05: IFRS 17 marks a new epoch for insurance contracts • In depth INT2017-04: IFRS 17 marks a new epoch for insurance contract accounting • Using Solvency II to implement IFRS 17 • IFRS 17 – Redefining insurance accounting PwC clients who would like to obtain any of these publications, or have questions about this In transition, should contact their engagement partner. PwC | IFRS news | 4
Issues of the month PwC IFRS Blog What does this mean in practice for • Changes to financial statement acquirers and sellers? presentation will drive new key IFRS 17 : Important performance indicators and MI considerations for the So what does this mean for the requirements across the industry, legacy market legacy market? The key takeaway is for example deal metrics. that under long-term reinsurance As IFRS17 comes sharper into focus agreements and Part VII transfers, • All insurers operating in an for the insurance industry as a whole, the ultimate profit will not change IFRS17 world will require it is becoming ever-clearer that the but IFRS17 could change the way additional data and a more complex legacy insurance market will not that profit from transactions measurement model under IFRS17, escape its grasp. Potential changes to emerges over time, which could introducing greater levels of system the way that profit from past and impact the perceptions of investors, complexity and cost, with future transactions can be recognised dividend pay-out patterns, the KPIs corresponding impacts upon on transition and in the future mean that are used to value transactions finance and actuarial processes. that it is critical that these changes and potentially even deal pricing for are fully understood by legacy market So what should you do now? some insurers. participants in order to plan for the It remains to be seen whether financial and operational impacts on IFRS17 will also transform the IFRS17 will impact deal pricing but your business. presentation of your consolidated regardless of this, it is important for group financial statements on all run-off acquirers and disposers What is changing? transition and in the future, and the to understand the financial impact It’s no secret that the measurement entity financial statements to the of IFRS17 on transition and on the of all insurance liabilities will change extent that IFRS is used as the accounting for future transactions. to a risk-adjusted discounted basis accounting basis in entity accounts. Further consideration of the key and that the current common It will also lead to a balance sheet judgments available, plus the practice of holding additional impact on transition so it is impact on data, systems, and margins will no longer be allowed. important to understand how processes will help companies This means that profit will emerge historical transactions of business assess the scale of the change and differently over time between current currently in the settlement period enable them to plan accordingly. IFRS and IFRS17. will be accounted for in the new world. Of particular additional importance to the legacy market is that acquired The move to IFRS17 can also impact or retrospectively reinsured the tax position of companies, portfolios of fully expired (run-off) especially where IFRS is used as the contracts will have a new coverage tax base (in the UK, this is the case if period, equal to the settlement the financial statements are on period of the liabilities, and the IFRS). Transition could cause one- This week's guest blogger is embedded profit from transactions off profits or losses for tax purposes, Graham Oswald, PwC Director. will be released over this settlement and the ongoing profit profile may period. This is in contrast to the change for tax purposes. Even where Connect with him on LinkedIn. current environment where profit companies do not use IFRS as the tax may often be recognised on the base, there may be deferred tax transaction date. impacts to consider. Furthermore, this reassessment is In addition to these headline retrospective, so on transition to the impacts: new standard, an acquirer’s balance • Enhanced disclosure sheet will be restated to reflect this requirements will increase the treatment for all unsettled historical transparency of reserve adequacy, transactions. It is worth noting that expected profitability and quality of the topic of exactly how historical earnings, which could change the transactions should be treated on landscape of the deal market because transition is an issue raised in the buyers will have access to more October 2018 IASB meeting. information. PwC | IFRS news | 5
Coming soon: Manual of accounting - IFRS 2019 (Two-volume set) Key updates includes: • Amendments to IAS 19, ‘Employee benefits’ - Plan amendments , curtailment or settlement • Annual improvements 2015 – 2017 • Amendments to IFRS 9, ‘Financial instruments’ - Prepayment features with negative compensation • Amendments to IAS 28, 'Investments in associates' -Long term interests in associates and joint ventures • Revised conceptual framework issued in March 2018 For more information visit www.pwc.com/manual PwC | IFRS news | 6
Contacts Revenue recognition, liabilities and other areas E: katja.van.der.kuij@pwc.com E: hugo.van.den.ende@pwc.com T: +31 (0) 88 792 4087 T: + 31 (0) 88 792 5283 Financial instruments and financial services E: kees-jan.de.vries@pwc.com E: geert.c.wognum@pwc.com T: +31 (0) 88 792 4922 T: +31 (0) 88 792 2159 Business combinations and adoption of IFRS E: maarten.hartman@pwc.com E: renick.van.oosterbosch@pwc.com T: +31 (0) 88 792 5191 T: +31 (0) 88 792 4057 This content is for general information purposes only, and should not be used as a substitute for consultation with professional advisors. © 2018 PricewaterhouseCoopers LLP. All rights reserved. PwC refers to the UK member firm, and may sometimes refer to the PwC network. Each member firm is a separate legal entity. Please see www.pwc.com/structure for further details. 180126-165332-KR-OS
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