Financial Reporting

Relevance to Corporate Governance

Financial Reports

Chairmans Report Financial Statements

Income Statement Cash Flow Statement Statement of changes in Equity Balance Sheet Notes

Notes to Accounts

Accounting methods and policies used Greater details of summarized figures Statutory disclosures Changes in accounting policies / impact Details of off-balance sheet items, if any

Qualities of Financial Statements

Clear & understandable Reliable & honest

No frauds No window dressing Properly audited Compliant with laws/ rules/ practice

Functions of Fin Statements

Information Function

Stakeholders

Control Function
Board Owners

Planning

Management

Investors Interest in Financial Statements

Instrument ratings
Shares Bonds

Buy / sell / hold decisions Pricing / valuation of the company

Acquisitions Mergers

Key Issues

Why would management want its financial statements to be untrue? Consequences of unreliable financial statements Role & independence of external auditors How can reliability be assured?

No sudden collapse in near future

Misleading Statements

Deliberate false picture of the company Improper accounting policies

Revenue and expense recognition Capital and revenue expenditure Income and liability distinction

Creating complexities in financial statements

Case 1: Deliberate false picture

A Ltd wishes to show a higher profit. It can: overvalue its closing stock. Not make expense accruals Not make various provisions
Bad

debts / legal obligations Investments revaluations

Book false gains through sale-purchase back.

Case 2: Misuse of Accounting Policies

Revenue recognition
Book revenue before earning it to increase profits Defer revenue to reduce profits

Expense recognition
Defer expenses to increase profits Make unreal provisions to reduce profits

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Case 3: Playing with debits

Show a higher profit by

Capitalizing

normal revenue expenses, treating them

as assets. Deferring start of depreciation or interest expensing.

Show lower profits by expensing the capital costs

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Case 4: Playing with credits

Show higher profits by treating liabilities as incomes, e.g.

An

advance from a client/taxes may be credited to revenue. A loan may be channeled through a SPV and treated as income

Show lower profits by treating revenue as a liability, e.g. Microsoft.

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Case 5: Change in Accounting Policy

A company can alter its profit figures through change in accounting policy and deliberately omit to mention the change of policy in notes, or omit to give the correct impact of the change. Examples: Valuation Basis Depreciation Basis

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Case 6: Complicating Fin Statements

A company can make its financial statements too complex for an average investor to understand. In particular, having different accounting policies, closing dates and natures of business offers tremendous scope for play in consolidated financial statements.

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Responsibility for health of Financial Statements

The Board Management (including internal auditor) External Auditors External Bodies
Regulators: KSE/SECP Accounting bodies: ICAP/ICMAP Trade associations

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The Boards Role

Importance of NEDs Significance of INEDs Audit Committee

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Managements Role

Management draws accounting policies, keep accounts and prepares financial statements. Management has most to gain or lose from the defects of financial statements Hence, management needs highest degree of monitoring in this aspect.

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External Auditors Role

Every one depends on external auditors report. Independence of external auditors must be assured:
Rotating them regularly Not giving them any other business Granting them full access to all records Limiting their relationship with management

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External Audit: Purpose

Only purpose is to obtain an opinion. External auditors is not supposed to fix the financial statements. Report:
Unqualified Qualified Disclaimer Adverse

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Audit Report: Scope

Clarify basis of forming an opinion Proper records have been kept Financial statements:
are in accordance with the records reflect a true and fair view of the profit & position comply with the laws

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Errors and Frauds

Difference is only of intent Both result in:

Incorrect use of accounting policies, Omission of facts, or Misinterpretation of facts

Basic responsibility to prevent and detect errors/frauds lies with management, not external auditor.
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Auditors Liability

No liability to outsiders
Caparo Industries Case Bannerman Case

Disclaimers now abound

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Professional Monitors of External Auditors

Accounting Standards from IFAC Ethical Standards from ESB Audit Standards from APB (UK) Investigation & Discipline Board (UK) Review Board (UK) Public Company Accounting Oversight Board (Sarbanes-Oxley Act) in USA ICAP and SECP in Pakistan
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Guidelines to Audit firms

Do not rely on one client for major part of firms fee revenue. No linkages with clients Non-audit services should not be given (or at least be restricted) to clients

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Non-Audit Work

Taxation Investigations (for acquisitions, etc.) General consultancy on new projects Systems development Low-balling

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How to control non-audit work

No restriction on audit firms leaving it to their professional judgment. Total prohibition on non-audit work. Partial prohibition on non-audit work, defined either by nature of work, or level of approval.

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Rotation of External Auditors

Rotation of audit firm as prescribed by Pakistan laws Rotation of partners within the same firm.

Different partners for different tasks

Appointment by open tender

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Objectives of Fixing Financial Statements

Managing Position Managing Profits

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Managing Position

To meet rules and regulations To meet lenders covenants To portray better picture to public
Keep assets or liabilities off balance sheet Window dressing Misclassification of items

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Earnings Management

To keep share price stable, or rising To meet market expectations To maintain dividend payout pattern Smoothening needs

Hidden (misclassified) reserves

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Creative Accounting

Standards do not cover every thing. There is always more than one correct way of handling things Legitimate and dishonest intentions Outright fraud: double set of books

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Directors Responsibilities

To prepare accounts To prepare directors report

Balanced and understandable assessment State of affairs; going concern Outline directors

To make legal disclosure To present the above to shareholders To file returns

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Voluntary Disclosures

Future events or plans Changes in administration or policy Achievements Concerns

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Role of Audit Committee

To monitor the integrity of financial statements To review internal controls & audit To review risk management systems To approve terms & remuneration of external auditors To ensure independence of external Auditors

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External Auditor & Audit Committee

Negotiations with external auditor

Verifies suitability of the external auditor Their resources, qualifications, independence, past record Linkages, non-audit work Rotation, former employees of audit firm Audit firms performance, ethics

Ensures independence

Discusses report / management letter with external auditor

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Audit Cycle

Audit plan / internal / external Discussion of audit plan with auditors Contact during audit Review of findings, major issues Oversee all correspondence with external auditors
Representations letter Management letter

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Thank you

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