Chapter 3 – The Regulatory & Conceptual Framework#Introduction to the Regulatory Framework
The financial statements display relevant information to internal and external users. The information displayed will influence decisions that stakeholders may make about the future of a particular business.
Regulations are set in place for businesses to prepare their financial statements according to standardised principles and rules so that users of financial statements can rely on the financial information as fairly represented.
The issuance of International Financial Reporting Standards (IFRS) and guidance comes from the International Accounting Standards Board (IASB), which the IFRS Foundation governs.
The governance structure of setting standards can be summarised in the diagram from the IFRS website below.
The formation of accounting standards can be represented in a three-tier structure:
There are two independent standard-setting boards of experts:
The development of standards by IASB and ISSB is governed and overseen by Trustees (IFRS Foundation Trustees). The IFRS Advisory Council provides advice and counsel to the Trustees and the boards
The Trustees are accountable to a monitoring board of public authorities (IFRS Foundation Monitoring Board).
These regulatory bodies do not have the power to force companies to comply with their requirements. It is up to national accounting standard-setting bodies or regulators to adopt the standards, and only then will they become enforceable in a country.
National bodies can do this in different ways, including:
# IFRS Foundation – Trustees
The Trustee foundation is an independent body that oversees the International Accounting Standards Board (IASB) and the International Sustainability Standards Board (ISSB).
The Trustees are accountable to the Monitoring Board, a body of publicly accountable market authorities. The Trustees are not involved in any technical matters relating to IFRS Accounting Standards. This responsibility rests solely with the boards.
The IFRS Foundation Trustees focus on the needs of emerging economies and small and medium-sized entities. This includes profit and non-profit-making organisations such as charities.
Each Trustee member is expected to understand and is sensitive to international issues relevant to the success of an international organisation responsible for developing high-quality global accounting and sustainability disclosure standards for use in the world’s capital markets and by other users.
Key Point
The Board is an independent group of experts with an appropriate mix of recent practical experience in setting accounting standards, preparing, auditing, or using financial reports, and accounting education. Board members are responsible for the development and publication of IFRS Accounting Standards.
The IASB is committed to developing, in the public interest, a single set of high-quality, understandable, and enforceable global accounting standards (IFRS Accounting Standards) that require transparent and comparable information in general-purpose financial reports.
The objective of general-purpose financial reports is to provide financial information about the reporting entity that is useful to primary users (investors and creditors).
The Board is also responsible for approving interpretations of IFRS Accounting Standards that the IFRS Interpretations Committee develops.
According to the IFRS Foundation Constitution:
International investors with global investment portfolios are increasingly calling for high-quality, transparent, reliable and comparable reporting by companies on sustainability issues such as climate and other environmental, social and governance (ESG) matters.
In September 2020, the IFRS Foundation Trustees published a consultation paper to determine whether there is a need for international sustainability standards and whether the IFRS Foundation should play a role in developing such standards.
As a result, the Trustees announced the creation of a new board (ISSB) in November 2021 to meet the demand for sustainability standards.
ISSB’s role is to deliver comprehensive global sustainability-related disclosure standards that provide investors and other capital market participants with information about companies’ sustainability-related risks and opportunities.
The ISSB has set out four key objectives:
These objectives are very similar to the objectives stated by the International Accounting Standards Board (IASB) in that:
The ISSB released its first two standards, IFRS S1 and IFRS S2 in June 2023. IFRS S1 deals with General Requirements for Disclosure of Sustainability-related Financial Information, while IFRS S2 deals with Climate-related DisclosuresIFRS Advisory Council (IFRSAC)The IFRS Advisory Council advises the IFRS Foundation Trustees and the standards-setting boards (IASB and ISSB). Its members include investors, academics, auditors and members of local standard-setting bodies.
The board consults the IFRSAC on their agenda, priorities, and issues related to the application and implementation of IFRS Accounting Standards.
The Advisory Council comprises 30 or more members appointed by the trustees (for a renewable term of three years).
IFRS Interpretations Committee (IFRS IC)The IFRS IC reviews and provides guidance on issues arising when IFRS Accounting Standards have been implemented. These include the different ways of accounting for different types of transactions, doubt about correct accounting treatments or unclear disclosure requirements. The IFRS IC also provides guidance on issues not addressed in IFRS Accounting Standards.
The IFRS Interpretations Committee (IFRS IC) is the interpretative body of the IASB. The trustees appoint 14 voting members and a non-voting chairperson.
The committee’s responsibilities include:
It publishes draft interpretations for public comment and considers comments before finalising them. It reports to the Board and obtains the Board’s approval for final interpretations.
The exam may question students on the roles and objectives of each body.
Match the accounting body to the correct example of work carried out.
Accounting body
Activity
IFRS Foundation (IFRSF)
Providing a forum for a wide range of users to discuss IFRS Accounting Standards
International Accounting Standards Board (IASB)
Advising national authorities on the process for adopting IFRS Accounting Standards
IFRS Interpretations Committee (IFRS IC)
Issuing a draft of a new IFRS Accounting Standard
IFRS Advisory Council (IFRS AC)
Advising on how a current IFRS Accounting Standard should be applied
Global Accounting StandardsThe International Accounting Standards Board (IASB) develops and publishes International Financial Reporting Standards (IFRS) Accounting Standards. Each standard is created to cover a specific aspect of accounting.
ObjectivesIASB’s Mission Statement sets out its objectives: “To develop IFRS Standards that bring transparency, accountability and efficiency to financial markets around the world. Our work serves the public interest by fostering trust, growth and long-term financial stability”.
The goals of the IFRS Accounting Standards are to:
If the investors are not involved in the day-to-day business, they will not have access to the same information that managers have. Managers may exploit the differences in information for their benefit. IFRS Accounting Standards provide information that is needed to hold management to account.
Developing IFRS Accounting StandardsDue Process
IFRS Accounting Standards are developed through a due process which ensures that standard setting is transparent and considers a wide range of views from interested parties such as:
The Board consults the Advisory Council on significant projects, agenda decisions and work priorities and discusses technical matters in meetings open to public observation.
Project Development
Due process for projects typically, but not necessarily, involves the following steps:
When deciding what standards to develop, the IASB focuses on the relevance of the information to investors. It also looks at the availability of existing guidance and whether publishing an IFRS Accounting Standard will lead to adopting a common approach.
The IASB draws up a project plan. The board may develop the standard itself or with another standard setter, for example, the US standard-setting body, Financial Accounting Standards Board.
National accounting requirements and practices are studied, and the board exchanges views about the issues with national standard setters. The board consults with the Advisory Council about adding the topic to the Board’s agenda, and an advisory group (working group) is formed to advise the Board on the project.
A discussion paper is developed and published for public comment (also called a discussion document). The discussion paper gives an overview of the issues, such as a summary of possible approaches and the initial views of the authors.
A discussion paper must be approved by a majority of the Board’s members.
An exposure draft must be approved by a supermajority of the Board:M
After the IASB has considered all the comments received and is satisfied that it has addressed all the points raised during the consultation process, it drafts the final version of the IFRS Accounting Standard. IASB then has the final draft externally reviewed and obtains approval from its members that it should be published.
After publication, the IASB may discuss with interested parties any unforeseen issues that have happened because of the IFRS Accounting Standard being applied. In time, the IASB may formally review the standard if, for example, the financial reporting and legal environment have changed.
Useful Information
IFRS Accounting Standards used to be called International Accounting Standards (IASs), and several IASs are still in force because there has not been a need to update them.
In many countries, there is a collection of commonly followed accounting rules, legal requirements and standards for financial reporting referred to as the local GAAP (generally accepted accounting practice).
Scope and ApplicationIFRS Accounting Standards apply to published financial statements of any commercial, industrial or business reporting entity (whether public or private sector).
Advantages and Disadvantages of IFRS Accounting StandardsThe advantages of using IFRS Accounting Standards in preparing financial statements of a business include:
The disadvantages of using IFRS Accounting Standards in preparing financial statements of a business include:
Introduction to Corporate GovernanceGlobal Definitions
The Organisation for Economic Cooperation and Development (OECD) defines corporate governance as:
“The system by which business corporations are directed and controlled. The corporate governance structure specifies the distribution of rights and responsibilities among different participants in the corporation and spells out the rules and procedures for making decisions on corporate affairs. It also provides the structure through which the company objectives are set, and the means of attaining those objectives and monitoring performance.”
The Australian Securities Exchange defines corporate governance as:
“The system by which companies are directed and managed. It influences how the objectives of the company are set and achieved, how risk is monitored and assessed, and how performance is optimised. Good corporate governance structures encourage companies to create value (through entrepreneurism, innovation, development and exploration) and provide accountability and control systems commensurate with the risks involved.“
Corporate governance is a set of rules intended to create transparency and protect the interests of shareholders and stakeholders. It sets to prescribe the roles and responsibilities of directors as the stewards of the company, which helps align the directors’ interests with that of the shareholders.
The way corporate governance operates will vary significantly between companies. In some companies, the owner will own all the shares or a great majority of them, and corporate governance procedures will be simple. In other companies, no single party holds a majority of shares, but some financial institutions may have significant shareholdings.
Corporate governance mechanisms are needed to ensure that companies not only take account of the views of powerful shareholders with more considerable shareholdings but also act in the interests of shareholders owning a smaller proportion of shares.
The concept of corporate governance revolves around these three aspects:
A company’s management must manage the level of risk the business faces and refrain from making decisions that will create uncontrollable risk. The management should also disclose to its stakeholders the existence and standing of faced risk in the financial statements. Companies should maintain sound internal control systems to manage their risk levels.
For example, a company having repeatedly breached lending covenants would be on the verge of having its borrowing facilities withdrawn. This constitutes poor risk management as such actions would affect its ability to trade.
The company’s management should ensure that proper accounting and information systems are in place to produce reliable financial statements. Information provided should be relevant, timely, accurate and represent a true and fair view of the company’s position.
For example, a company investing in accounting software to streamline its trading activities ensures that information is accurate and produced on time. The company employs proper corporate governance as the quality of information is secured.
A company’s management should be open and transparent and present critical decisions on the business’s performance. They should also explain the overall strategy and their intentions for the future so that investors can decide whether these align with their expectations.
For example, a company portrays stewardship by providing financial information on how it has performed over the year and the strength of its asset base.
Corporate Governance and Financial StatementsThe UK Corporate Governance Code (which applies to all listed companies but is also considered best practice for unlisted companies and non-corporate entities) states that:
The directors of a company have a fiduciary duty to act in good faith on behalf of the company. A business’s directors are responsible for preparing the financial statements, ensuring appropriate accounting systems are in place and keeping proper records.
Concerning financial statements, a company’s board of directors is collectively responsible for their:
To satisfy this responsibility, the directors should:
The accounting records must be adequate to:
Other responsibilities of the directors of an organisation include:
In reviewing the financial statements, the external auditor should clearly state its independent position and ensure no conflict of interest is evident.
The fiduciary duties of directors concerning the financial statements are explicitly stated in the company law of most jurisdictions.
Audit Committee ResponsibilitiesAn audit committee is a branch of a business’s board of directors that takes charge of a company’s financial reporting responsibilities and ensures internal controls are kept in place.
The responsibilities of the audit committee in a business include:
State whether the following statements about governance guidance are true or false.
Ethics and Governance
As well as being based on legal requirements, corporate governance is founded on a series of ethical concepts.
The ACCA Code of Ethics and Conduct is binding on all ACCA members, students, and partners in an ACCA practice. The ethical concepts that apply to the preparation of accounting information are:
The Cadbury report on governance stressed that the integrity of reports depends on the integrity of those who prepare the reports. Integrity is about being straightforward. It means reporting financial information honestly, not misleading the users of financial statements, and producing a balanced picture of the company’s affairs.
In preparing financial statements, accountants should be unbiased when they make judgements about what should be included in them. They should not be influenced by their self-interest or pressures from others towards distorting the financial statements.
Accountants preparing or reviewing financial statements must have sufficient knowledge to do so properly. They also need to carry out their work carefully, avoiding errors.
Professional behaviour includes compliance with the laws and standards related to financial statements. It also has a broader meaning: avoiding behaving in a way that could generally damage the accounting profession’s reputation.
Confidentiality means respecting the confidential nature of information acquired through professional relationships. Confidential information should not be disclosed unless there is specific permission or a legal or professional duty.
Scenario Walkthrough 1
Let’s discuss a famous business scandal where the accounting practices that the company used were a significant issue.
Background
Enron was a massive energy sector company based in America and operating globally. It bought and sold energy and controlled operating facilities. It stated that it aimed to transform the energy sector. Instead, Enron collapsed in 2001 and is now best remembered as one of the biggest company scandals in history. It also destroyed the major accountancy firm, Arthur Andersen, which was Enron’s external auditor.
Enron’s collapse resulted in the development of the Sarbanes–Oxley Act, an essential set of laws on corporate governance applicable to companies which report in the United States.
What happened
A significant element in the Enron scandal was its accounting policies. Enron also had other accounting problems that internal accounting documents revealed. These included:
· Enron used connected businesses to hold assets and liabilities (particularly debt). Under the accounting rules operating in the US, Enron did not need to show these businesses in its main financial statements.
· Enron used its shares and not cash to fund businesses, which caused problems when the share price of Enron began to fall.
· Enron immediately included income in the financial statements on contracts due to last for many years. It also timed transactions so that they were accounted for at the end of a period to boost earnings.
· Enron also hid what was happening through various trading activities, including using financial instruments known as derivatives. Derivatives are a type of financial instrument that derives its value from the underlying asset.
Issues of Corporate Governance and Ethics
There was a lack of transparency between the company’s management and shareholders. Enron’s financial statements showed an incomplete picture of the company’s affairs.
There was a lack of integrity as business arrangements were made to deceive investors and others about the actual happenings at Enron. Directors were more concerned with protecting their position than what was best for the company, showing a lack of objectivity in decision-making.
Rules-based framework not sufficient?
What happened at Enron showed the weakness of relying on accounting standards based on specific rules rather than guiding principles. What Enron did may not have breached the rules, but it seriously misled investors and the stock market. Good ethical practices need to be adopted by the people running the company, who are the directors.
Enron encouraged employees to buy its shares. As a result, many employees suffered substantial financial losses. However, several senior managers sold their shares when the company was about to collapse.
All staff have a responsibility to act ethically, whatever their role. Enron set stringent performance targets, and employees who failed to meet them were sacked. This encouraged staff to focus on reporting that they met targets even if they had not met them.
Independence in Financial Reporting
Independence is emphasised because a company’s affairs and management must be effectively scrutinised. Some directors, known as non-executive directors, are not involved with the company full-time but monitor the behaviour of the executive directors who run the company daily.
The non-executive directors at Enron were condemned for being ineffective and not challenging how the executive directors ran the company. Some non-executive directors had personal interests, which conflicted with their role of holding the executive directors to account.
Enron’s auditor, Arthur Andersen, was responsible for reporting problems with the financial statements. Instead, they went along with the accounting treatments that Enron used as they did not want to risk losing a large amount of fee income from Enron.
Exam advice
Whilst ethics and specific events, such as the Enron scandal, are not examinable, students must follow ACCA’s Code of Ethics and Conduct throughout their professional work.
If the financial statements are to be useful to interested readers, the information contained in the financial statements should be reliable and of high quality.
This means the information must have specific characteristics and be prepared using certain assumptions. The conceptual framework guides these characteristics and assumptions.
The conceptual framework is a statement of generally accepted assumptions and principles that provides a frame of reference for developing new practices and evaluating existing ones.
The purpose of the Conceptual Framework for Financial Reporting (Conceptual Framework) is to assist:
The Conceptual Framework is not a standard. Therefore, nothing in the Conceptual Framework can override a specific IFRS Accounting Standard.
Qualitative Characteristics of Financial InformationThe Conceptual Framework for Financial Reporting identifies two fundamental qualitative characteristics and four enhancing qualitative characteristics relating to useful financial information.
The fundamental qualitative characteristics of useful financial information are:
The Conceptual Framework also provides four enhancing qualitative characteristics of useful financial information are:
Relevant information is information that is capable of influencing the decisions of users. For financial information to be relevant, one or both things must apply:
Relevant information can be affected by its:
Some items may be relevant to users simply because of their nature. For example, if a director has borrowed money from the company, the transaction must always be disclosed, even if the amount is small.
Information is material if its omission or misstatement could influence primary users’ decisions based on the financial information about the specific reporting entity.
Faithful Representation
Faithful representation means the financial statements describe financial events and conditions fairly in words and numbers. The information given should be:
Faithful representation also means presenting the substance (the commercial effect) of an economic phenomenon rather than its legal form.
Useful Advice
Suppose the validity and amount of a claim for damages under a legal action were disputed. In that case, it may be inappropriate to recognise the total amount of the claim in the statement of financial position as a liability.
To faithfully represent the situation, it may be appropriate to disclose the amount and circumstances of the claim.
Comparability means users should be able to make comparisons between information:
Comparability requires consistent measurement and classification, and presentation of the financial effects of similar transactions and events.
Comparability does not always mean using the same methods to prepare information. Comparability implies that users must be informed (in the notes to the financial statements) of the principal accounting policies used, any changes to them and the effects of such changes.
Accounting policies – the specific principles, bases, conventions, rules and practices adopted by an entity in preparing and presenting financial statements.
Another implication of comparability is that financial statements must show corresponding information for preceding periods. In the financial statements of a business, another column of figures is present to show the financial information of the preceding year.
Verifiability means giving financial statements users confirmation that their financial information is faithfully represented.
Verifiability means that knowledgeable, independent observers can reach a consensus that a particular representation has the fundamental quality of faithfulness.
Timeliness links to relevance. For information to influence users’ decisions, it must be available when users make their decisions. However, other aspects may be affected if the information is reported quickly. For example, the information may not be complete and may have been prepared so fast that it is more likely to contain errors.
Information needs to be available in time for users to make decisions. Older information is generally less useful (but may still be useful in identifying and assessing trends).
Understandability means showing information clearly and concisely. Some items in the financial statements are complicated. However, if they are omitted, the statements will be incomplete. Understandability also assumes that the users of the financial statements have some accounting knowledge.
Financial information should be made understandable through clear and concise classification and presentation.
Match the characteristics of good accounting information to the list of actions that preparers or users of financial information would take to ensure it displays those characteristics.
Action
Characteristic
Shareholders have been asked if there is anything in the annual financial statements that confuses them, and they have said everything is clear.
Relevance
The auditors have completed their audit work and have found that the accounting records support the financial statements.
Management checks information before publication to ensure it is all correct and does not miss anything.
Comparable
Financial advisers use financial information to see how the company is doing compared to other companies and to advise their clients.
Verifiable
Investors use financial information to judge a company’s prospects and decide whether to continue to invest in the company.
Timeliness
The accounts department prepares financial information covering an accounting period within two weeks of the end of the period.
Understandable
Accounting PrinciplesAccounting principles are the fundamental concepts accountants use to prepare financial statements. Standard-setting boards consider these principles when developing new frameworks and financial standards.
The item’s nature and size are evaluated when determining whether the information is material. If the item’s non-disclosure could influence the economic decisions of users based on the financial statements, it is material.
Each material item should be presented separately in the financial statements. At the same time, immaterial amounts of a similar nature or function should be aggregated and need not be presented separately.
An entity shall not offset assets and liabilities or income and expenses unless required or permitted by an IFRS Accounting Standard.
An organisation should report assets, liabilities, income and expenses separately. Offsetting between these elements in the financial statements is not allowed unless the offsetting reflects the substance of the transaction.
Consistency is needed to achieve comparability. It means treating and consistently presenting similar items in the financial statements over different periods unless there are appropriate reasons to make a change.
Reasons for change in the treatment of similar items could be due to the following:
Changes in accounting policies need to be disclosed in the notes of financial statements.
Prudence is the exercise of caution when making judgements under conditions of uncertainty. In preparing a business’s financial statements, assets and income should not be overstated, while liabilities and expenses should not be understated.
The main problem with exercising prudence is that it may result in the understatement of assets (and income) and the overstatement of liabilities (and expenses).
However, this is not allowed as this would conflict with the qualitative characteristic of faithful representation. Such misstatements would also lead to misstatements in future periods.
Also known as the dual effect or dual aspect, the double entry concept explains that every transaction has at least two impacts on a business, a debit and credit entry.
The historical cost concept states that all transactions are initially recorded at historical cost, which is the cost at the time of the transaction. The historical cost system of accounting is particularly relevant to Assets.
Current value measures provide monetary information about assets, liabilities and related income and expenses, using information updated to reflect conditions at the measurement date.
Some bases of current value include:
Substance over form is part of faithful representation. It means that the treatment of items in a company’s financial statements should be determined by their commercial reality and not by how they could be treated for legal purposes.
The concept is particularly relevant to assess:
In most circumstances, substance and legal form are the same. If they are not, information about the legal form alone would not faithfully represent the economic substance. For example:
Whether the substance of a transaction should prevail over its legal form is a complex deliberation and depends on each transaction’s circumstances.
#Basis of Financial Statements PreparationThe financial statements are prepared by the management (directors) of a company with these three basic assumptions:
Going concern assumes that an entity will continue operating for the foreseeable future (the next 12 months). During that time, the company directors do not intend or will not be forced to liquidate the business or cease trading.
Going concern underlies the basis of the preparation of all published financial statements. It is so fundamental that users are entitled to assume that this basis has been applied unless an alternative basis is stated (in the notes to the financial statements).
Transactions and events are recognised in a company’s accounting records when they happen and are not based on cash settlement.
The transactions or events will be included in the financial statements for the period they apply to. This may result in year-end accruals that are included within current liabilities in the financial statements.
The accruals basis links to the matching concept that expenses are recognised in the same accounting period as the revenues they relate to.
The business is a separate entity from its owners/shareholders. The financial statements should only include transactions that relate to the business and not transactions that relate to the shareholders’ personal interests.
The business entity concept is an accounting concept, not a legal concept. Therefore, it applies to sole traders and partnerships even though the business and the owners are not legally distinct.
For each statement below, comment if it is true or false.