CORPORATE REPORTING AND DISCLOSURE PRACTICES - ROLE OF ...

ICAI NIRC TRAINING PROGRAMME FOR INDEPENDENT DIRECTORS, August 6 20061 ©2004 Deloitte Touche Tohmatsu

CORPORATE REPORTING AND

DISCLOSURE PRACTICES – ROLE OF

INDEPENDENT DIRECTORS

Presentation by P.R. RameshAugust 6, 2006

ICAI NIRCNew Delhi


CONTENTS

THE REPORTING LANDSCAPE

OBJECTIVES OF FINANCIAL REPORTING

TYPES & ISSUES IN REPORTING AND DISCLOSURE

TOWARDS TRANSPARENCY IN REPORTING AND DISCLOSURE

ROLE OF DIRECTORS IN RELATION TO CORPORATE REPORTING AND DISCLOSURE


The Reporting Landscape

•Global Markets – the Services Revolution

•Accountability

• Cross border Capital flows

• Basis for business decisions

• Corporate Reporting Failures

• Corporate Governance

• Regulatory Framework

• Changes in Technology and Products


Accountability

• A business enterprise receives capital from outside investors, lenders, and other creditors.

• It is accountable to them – it has an obligation to keep them informed about performance, conditions, and prospects.

• Also accountable to others who provide resources or environment in which to operate: Employees, government, community at large.


Cross border Capital flows

• On many stock exchanges foreign listings are a large % of total. USA December 2003:

– NASDAQ: 10% (338 cos., 37 countries).

– NYSE: 20% (467 companies, 50 countries).

– Foreign is 33% of market value.

– US SEC total:

– 1981: 173 foreign companies listed in US.

– 1991: 439 foreign companies listed in US.

– 2002: 1,400 foreign out of 16,000 total.


Basis for business decisions

• Capital Market transactions

• Mergers & Acquisitions

• Employee Stock Options

• Borrowing and Lending


Company failure – director failure !!

October 16, 2001

Issue: Off-Balance Sheet Accounting and Financial Reporting Fraud

Impact: $3 billion in undisclosed losses

June 20, 2002

Issue: Financial Reporting Fraud

Impact: $9 billion in unreported expenses

March 28, 2002

Issue: Financial Reporting Fraud and embezzlement

Impact: $2.5 billion of hidden debt

January 31, 2002

Issue: Financial Reporting Fraud through improper revenue recognition

Impact: $12.4 billion in overstated earnings


Corporate Governance PillarsCorporate Governance Pillars

Primary characteristics to be embedded• Discipline – universally accepted behaviour

• Transparency – candid, accurate, timely information

• Independence – no board/committee conflicts (of interest)

• Accountability – by law/statute to company

• Responsibility – to relevant stakeholders

• Fairness – current & future interests/minorities

• Social responsibility – not discriminatory or exploitive environmentally and personally


Regulatory Framework

• Sarbanes Oxley

• Reporting in the financial services sector

• Quotas, obligations, etc.

• Taxation

• Eligibility for business transactions


Changes in Technology and Products

• Intangible Assets – Licences, Rights, etc

• Tangible Assets – component accounting

• Barter transactions

• Options and Swaps

• Futures– Complex arrangements – BOOT, BOT, BOMT, Service

concession agreements, etc






CONTENTS



Financial Statements - Objectives

• Provide information that is useful in making business and economic decisions to users

• internal users: detailed informationexternal users: summary information

• provide information which will aid in predicting future cash flows

• provide information relative to an enterprise’s economic resources, the claims to those resources (obligations) and effects


Conceptual Framework

ELEMENTS

RECOGNITION

MEASUREMENT

ACCOUNTING REPORTING

FINANCIALSTATEMENTS

EARNINGS

FUNDS FLOWS

OB

JEC

TIV

ES

QUALITATIVE CHARACTERISTICS


Financial Statements – Qualititative Characteristics

• Relevance

• Reliability

• Comparability (including consistency)

Quality in a product or service is not what the supplier puts in. It is what the customer gets out and is willing to pay for. A product is not quality because it is hard to make and costs lot of money, as manufacturers typically believe. This is incompetence. Customers pay only for what is of use to them and gives them value. Nothing else constitute quality – Peter Drucker


Relevance

• IASB : Information is “relevant” when it influences the economic decisions of users by helping them evaluate past, present or future events or confirming, or correcting their past evaluations

• FASB: …..accounting information must be capable of making a difference in a decision by helping users to form predictions about the outcomes of past, present, and future events or to confirm or correct expectations

Definitions differ in whether information must actually make a difference in a decision or be capable of making a difference in a decision


Relevance

• Predictive value

• Confirmatory value

• Timeliness


Financial Statements - Reliability

• Representational faithfulness - must potray the important financial relationships of the enterprise

• Verifiability - several independent measures will obtain the same accounting measure

• Neutrality - accounting information should serve to communicate without attempting to influence behaviour

• Prudence or conservatism?Conservatism introduces a bias into financial reporting and tends to conflict with significant qualitative characteristics, such as representational faithfulness, neutrality, and comparability (including consistency)


Purpose

•Accountability

•Decision-making


Content

• Historical

• Forward looking/predictive

• Risks

• Values

• Health- Security- Liquidity- Profitability

• Complexity

• Conservative/Fair


User expectations

• Meaningful disclosures in the areas of:

– Operational metrics in case of typical industries e.g IT

– Contingent liabilities

• Consolidated financial statements

– Inter corporate holdings

– Accounting for Minority Interest

• Quality Notes to Accounts

• Segmental analysis

• Ratio analysis

•Related party disclosures with quality info on:– Identity of related party and Nature & Terms of transaction



CAUSE AND EFFECT

TYPES,ISSUES IN REPORTING & DISCLOSURE


CONTENTS



Transparency

• Oxford English Dictionary – Transparent: easily seen through, recognized, understood, or detected; manifest, evident, obvious, clear and frank, open, candid, ingenuous

• Transparent information results from applying several qualitative characteristics: faithful representation, neutrality, completeness, understandability


Transparency in financial reporting

“If you can’t convince them, confuse them”- Harry Truman

“Put it before them briefly so they will read it, clearly so they will appreciate it, picturesquely so they will remember it and, above all accurately so they will be guided by its light” – Joseph Pulitzer


Transparency in Financial Reporting – Key Elements

• Basis of reporting

• Assumptions

• Unusual/non-recurring/extra-ordinary items

• Key events

• Changes to business structure, etc

• Measurement metrices

• Risks and their impact

• Plain English

• No fine print


Disclosures and Reporting - Types

•Governance related disclosures

•Governance related reporting

•Financial information disclosures

•Attestation or other credibility enhancing reporting

•Investor/investment related disclosures

•Disclosures for regulators and for other national purposes


Disclosures and Reporting – Key Issues

• For whom ?

• For what ?

• What should one report?

• What should be the medium of reporting?

• Relevance

• Reliability

• TimingCREDIBILITY


Disclosures and Reporting – For whom?

• Disclosures to Boards

• Disclosures to shareholders

• Disclosures to regulators

• Disclosures to potential investors

• Disclosures to general public


What should one report?

• Reporting of information

• Reporting compliance

• Reporting by exception


Disclosures and Reporting

• Disclosures in Financial statements

• Disclosures in Annual Reports

• Disclosures in Offer documents

• Disclosures in filings


Clause 49 disclosures

•Compensation philosophy and statement of entitled compensation in respect of non-executive directors

•Details of shares held by non-executive directors, including on an “if converted basis”

•Declaration by CEO that all Board Members and senior management comply with laid down code of conduct

•Disclosure if accounting treatment is different from that prescribed in Accounting Standards



•Affirmation that it has not denied any personnel access to the audit committee of the company and that it has provided protection of “whistle blowers” from unfair termination and other unfair or prejudicial employment practices

•When money is raised through an Initial Public Offering disclosure of the uses/application of funds by major category on a quarterly basis. Further, on an annual basis, the company shall prepare a statement of funds utilized for purposes other than those stated in the offer document/prospectus



• Pecuniary relationship or transactions of the non-executive director’s vis-à-vis the company to be disclosed in Annual Report

• Remuneration to directors

• Stock option details


Management Discussion and Analysis contents

• Industry structure and developments

• Opportunities and Threats

• Segment-wise or product wise performance

• Outlook


Management Discussion and Analysis contents

• Risks and concerns

• Internal control systems and their adequacy

• Discussion on financial performance with respect to operational performance

• Material developments in Human Resources/Industrial Relations front, including number of people employed


Report on Corporate Governance

• Brief statement on company’s philosophy on code of governance

• Board of Directors

• Audit Committee



• Remuneration Committee

• Shareholders Committee

• General Body Meetings

• Means of communication

• General shareholder information



• Disclosures on materially significant related party transactions that may have potential conflict with the interests of company at large

• Disclosure of accounting treatment if different from accounting standards, with explanation

• Details of non-compliance by company, penalties, strictures imposed on the company by Stock Exchange or SEBI or any statutory authority, on any matter related to capital markets during last three years

• Whistle blower policy and affirmation that no personnel has been denied access to the audit committee


CARO Reporting

• End use of funds from financial institutions /banks/public issues

• Use of short term funds for long term purposes

• Defaults in repayments to institutions/banks

• Frauds on or by the company


Reporting and Disclosure Issues

• Different GAAPs

• Non-GAAP financial information

• Data vs. information

• Measurement matrices

• Litigation concerns


COMPLIANCE ISSUES

• Letter vs. spirit

• Form and substance

• Competitive harm

• Non-mandatory rules

• Penalties


CONTENTS







Disclosure Trends

• Disclosure of circumstances “reasonably likely to occur and not “more likely than not”

• “Pro forma earnings” and non-GAAP information should include plain English reconciliation

• Clear, complete and transparent disclosure

• Focus on helping the reader understand the substance of the company’s risks and rewards


Trends in Accounting Standards

• New concepts – e.g. Deferred Taxation., Accounting for Investments based on Equity Method of Accounting

• Relevant disclosures – e.g. Segment Reporting, Consolidated Financial Statements

• Subjectivity – reliance on projections e.g. Impairment of assets

• Complexity – AS 11 on Accounting for Foreign Exchange transactions


Recent and Emerging Trends in International Accounting Standards

• Greater use of fair values in measuring transactions:–Impairment recognition.–Prohibit poolings.–Non-monetary exchanges.

• Fair values on balance sheet for both financial and non-financial assets:–Financial Instruments.–Agriculture.–Investment property.–Commodity inventories.



• More unrealised components of income:

–Performance reporting becomes key.

• No income smoothing, cost deferrals, general provisions:

– Remove corridor approach to pensions.

– Balance sheet approach to deferred tax.

– No accruals for future losses.

– Rigorous hedge accounting rules.



• Eliminate off-balance sheet items:

–Derivatives.–Special purpose entities.–Stock compensation.

• More disclosure, especially judgements, plans, assumptions:

–Judgement in applying accounting policies.–Risk management policies.–Sensitivity analyses.

• Eliminate accounting choices.


THE WAY FORWARD

• Burial of Schedule VI

• Modular financial statements

• Measurement metrices

• Analysis of Financial Position and Performance

• Forward looking information

• Disclosure of assumptions

• Adieu to historical cost

• Sensitivity analysis

• Global language

• Transparency


Transparency in Financial Reporting Act of 2006• Act passed by the U.S. House of Representatives

• Requires SEC, PCAOB, etc to regularly:

– reassess complex and outdated accounting standards

– improve understandability, consistency and overall usability of the existing accounting and auditing literature

– develop principles based accounting standards

– encourage the use and acceptance of interactive data, and

– promote disclosures in plain English


CONTENTS




TRENDS IN REPORTING AND DISCLOSURE



ROLE OF INDEPENDENT DIRECTORS

•Matters to be considered

•What directors should seek

•Conduct


Matters to be considered by Directors

• Accounting Policies

• Judgement and estimates

• Maintenance of records and safeguarding of assets

• Risks of fraud, etc.

• Warning signals


Accounting policies

• Selection

• Changes – circumstances

• Proper explanation relating to material departures

• Reporting effect of changes

- in financial statements- in quarterly financial information


Judgements and Estimates

• Gratuity, leave encashment, etc.

• Contingent liabilities.

• Events occuring after the balance sheet.

• Off- balance sheet items.

• Capital and revenue.

• Commencement of commercial production.


Judgements and Estimates

• Provisions for doubtful debts, loan losses, etc,

• Erosion in the value of investments.

• Useful life of assets.

• Realizable value of current assets, loans and advances – note (m) part I of schedule VI.

• Provision for warranty and other obligations.


Maintenance of adequate records and other controls

• Asset register

• Stock register

• Reconciliations- control accounts and subsidiary accounts- inter division, inter branch, etc- bank accounts, receivables and payables

• Investment Register

• Up-to-date financial information

• Disaster prevention and recovery plans


Preventing and detecting fraud etc.

• Risk Management Policy and Strategies

• Internal controls and Internal Audit

• Control consciousness and control mechanisms


Some signals

•Cash does not lie

•Significant Related Party transactions

•Investments in and exposures in associates

•Inter corporate lending

•Aggressive tax claims

•Mergers and de-mergers

•Intangible assets and intangible items

•Defaults in statutory dues and other payments

•Attrition of key personnel


What should you seek ?

• Resolved differences with statutory auditors

• In camera meetings with auditors

• Management Letters

• Views of statutory auditors on accounting policies and disclosures


What should you seek ?

• Monthly financial information

• Detailed presentation by management

• Analytical Review information

• Quantitative information

• Complaints


CONDUCT

•Be prepared in advance

•Do not attempt to run the business

•Be firm – this is not about friendship

•Do not hesitate to seek external help

•Defer the matter, seek more time or schedule another meeting in case matter is not addressed to your satisfaction

•Be prepared to step down – it is your future which is at stake

•Remember you are an independent director and not a dependant director


Concluding remarks

• By and large, Indian listed companies have been legally mandated to follow fairly strict standards of corporate reporting and disclosure

• Comparisons will show that the standards are far stronger than all Asian Countries, and in general stronger than most OECD countries

• Indian corporate sector regulators and companies have been quick to incorporate some of the best international corporate reporting and disclosure practices

• The need of the day is more training of directors, audit committee members and senior executives of companies

• The challenge is to design and sustain a system that imbibes the spirit of Corporate reporting and not merely the letter of law


Thank You

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