BCIT - Intermediate Accounting (Kieso 12e) – THE CANADIAN FINANCIAL REPORTING ENVIRONMENT CHAPTER 1 OUTLINE A. Financial statements and financial reporting 1) Essential characteristics of accounting/ financial reporting/ elements of high quality accounting standards 2) Accounting and capital allocation – process and sources of capital 3) Public companies under IFRS (“PubCos”) 4) Canadian private companies under ASPE (“PrivCos”) 5) Stakeholders in financial reporting 6) Objective of financial reporting 7) Information symmetry and asymmetry B. Standard setting 1) Need for common set of accounting standards and procedures 2) Four main parties involved in standard setting in Canada 3) Standard setting process under IFRS 4) User groups influential in setting accounting standards 5) How are standards enforced? C. Generally accepted accounting principles (“GAAP”) 1) GAAP hierarchy – ASPE vs IFRS 2) Both hierarchies are similar D. Challenges and opportunities for the accounting principles 1) Oversight in the Capital Marketplace 2) Centrality of Ethics 3) Other challenges and opportunities CH1-1 BCIT - Intermediate Accounting (Kieso 12e) – THE CANADIAN FINANCIAL REPORTING ENVIRONMENT A. FINANCIAL STATEMENTS AND FINANCIAL REPORTING A1) Essential Characteristics of Accounting, Financial Reporting and Elements Needed to Achieve Single Set of High Quality Accounting Standards Four Economic Entities: Accounting Financial Reporting Recognizes, Measures and Discloses (communicates) Financial Statements financial information about economic entities to interested parties Statement of: Financial Position (“SFP”) Comprehensive Income (“SCI”) Cash Flows (“SCF”) Changes in Equity (“SCE”) Note disclosures Prepared in accordance with IFRS / ASPE Additional Information Annual reports President’s letter and MD&A Reports to Securities Commissions and Government Prospectuses News releases Forward looking info. (forecasts) Background on company/mgmt , etc. Not necessarily covered by IFRS / ASPE Elements of High-Quality Accounting Standards CH1-2 Single set of high-quality accounting standards established by a single standard setting body Consistency in application and interpretation Common high-quality auditing standards and practices Common approach to regulatory review and enforcement Education and training of market participants Common delivery systems Common approach to corporate governance and legal frameworks around the western world Interested Parties/ Stakeholders 3 Internal 5 External BCIT - Intermediate Accounting (Kieso 12e) – THE CANADIAN FINANCIAL REPORTING ENVIRONMENT A2) Accounting and Capital Allocation – Process Pubic companies o Securities (debt or equity or both) traded on public sto exchange o Must comply with securities commissions regulations where stock traded Critical process for healthy economy Unreliable and irrelevant financial info leads to poor capital allocation Financial Analysts and Credit Rating Agencies use financial reports to compare Income and Assets Employed by different companies to enable investors/ creditors to assess relative risks and returns for proper decision-making. CH1-3 BCIT - Intermediate Accounting (Kieso 12e) – THE CANADIAN FINANCIAL REPORTING ENVIRONMENT A2 Cont’d) CH1-4 Accounting and Capital Allocation – Sources of Capital BCIT - Intermediate Accounting (Kieso 12e) – THE CANADIAN FINANCIAL REPORTING ENVIRONMENT A3) Public Companies Under IFRS (“PubCos”) Debt and equity securities traded on stock exchanges Must comply with strict reporting and filing requirements of securities commissions’ regulators where stock traded Must be audited and follow IFRS Canadian company trading directly on US stock exchanges and Canadian subsidiary of US parent must report in US$ o must reconcile to US GAAP in the notes until IFRS adopted in US o Either widely held or ‘control block’ CH1-5 BCIT - Intermediate Accounting (Kieso 12e) – THE CANADIAN FINANCIAL REPORTING ENVIRONMENT A4) Canadian Private Companies Under ASPE (“PrivCos”) All shares owned privately and not subject to strict reporting and filing requirements of PAEs o New trend ‘To Go Private’ due to heavy burden of continuous disclosure requirements for PubCos. Can raise debt or equity thru’ private placements with insiders (family & friends) or sophisticated investors (Angels, Venture Capitalists) but can’t re-sell to public Not registered with any securities commission so investors not protected by full public disclosure Audit recommended for bankers and if ‘going-public’ is part of future plan Subject to limited number of ‘simplified’ accounting standards not available to public companies o Big vs Small GAAP = IFRS vs ASPE o 2 HBs now since Jan 1, 2011. CH1-6 BCIT - Intermediate Accounting (Kieso 12e) – THE CANADIAN FINANCIAL REPORTING ENVIRONMENT A5) Stakeholders in Financial Reporting Wide variety of stakeholders rely on general purpose financial statements for decision-making Stakeholders (Internal and External) What’s at Stake? 1. Management and B of D 1. Job, salary increase, bonus, reputation, capital market access for expansion 2. Employees/ Union 2. Job security, salary & wages, profit sharing 3. Financial Analysts 4. Investors 3. & 4. Risk/reward decisions re. share price and dividends 5. Securities Commissions and Stock Exchanges (Regulatory Agencies) 5. Full and plain disclosure to maintain efficient and effective capital mktplace 6. Creditors (bankers and suppliers) and Credit Rating Agencies 6. Trends or significant changes as background for Loans/AP 7. Auditors 7. Shareholder reporting to keep management accountable 8. Standard setters 8. Effectiveness of new pronouncements CH1-7 BCIT - Intermediate Accounting (Kieso 12e) – THE CANADIAN FINANCIAL REPORTING ENVIRONMENT A6) Objective of Financial Reporting Overall objective is to provide decision-useful information: investors, creditors and other users in making resource allocation decisions Generally, while recognizing different needs and levels of knowledge, FS provide information about: (i) Entity’s economic resources and claims to those resources (SFP) (ii) Changes in those resources and claims (SCF and SCE) (iii) Entity’s economic performance (SCI) Specifically, FS allow investors to assess: o Companies ability to generate net cash flows o Management’s ability to protect and enhance capital investments CH1-8 BCIT - Intermediate Accounting (Kieso 12e) – THE CANADIAN FINANCIAL REPORTING ENVIRONMENT A7) Information Symmetry vs Asymmetry Information symmetry: ideally, all stakeholders have equal access to all relevant information Information asymmetry (lack of equal access to info) : reality is management has access to more information than all other stakeholders! o So share prices don’t always reflect most current information about the company Knowing that information asymmetry exists creates two potential problems: i) Capital markets may attract the wrong kinds of companies (called _________________________) ii) Management may act in their own self-interest at the expense of others in preparation of company’s FS (called ________________________) o Evaluation of own performance by overstating income/assets and understating expenses/liabilities o Compensation structures o Access to capital markets and meeting analyst expectations o Meeting contractual obligations CH1-9 BCIT - Intermediate Accounting (Kieso 12e) – THE CANADIAN FINANCIAL REPORTING ENVIRONMENT B. STANDARD SETTING B1) Need for Common Set of Accounting Standards and Procedures Helps reduce reporting information asymmetry problems in financial Transactions and events recognized, measured and disclosed in a specific way Recommendations are Principles-Based….not rules, regulations or laws, like US GAAP at present Intended to be generally accepted and universally practiced over time………“Generally Accepted Accounting Principles” Have legal status CH1-10 BCIT - Intermediate Accounting (Kieso 12e) – THE CANADIAN FINANCIAL REPORTING ENVIRONMENT B2) Four Main Parties Involved in Standard Setting in Canada i) _________________________________________________ Primarily responsible for setting GAAP standards for Private Companies (ASPE), NFPs and pension plan Two underlying premises for development of standards o Be responsive to needs and viewpoints of entire economic community o Operate in full public view thru’ due process The CBCA leaves development of standards with the accounting profession ii) ________________________________________________ Major international standard setting body responsible for IFRS Mission “to bring transparency, accountability and efficiency to financial markets around the world by developing IFRS standards. Our work serves the public interest by fostering trust growth and long term financial stability in the global economy” All public companies in Canada must use IFRS and Private companies have the option CH1-11 BCIT - Intermediate Accounting (Kieso 12e) – THE CANADIAN FINANCIAL REPORTING ENVIRONMENT iii) Financial Accounting Standards Board (“FASB”) and the Securities and Exchange Commission (“SEC”) in the US FASB is the major standard setting body for US GAAP but SEC has final authority..….more specific guidelines, rules-based. FASB and IASB committed to converging US and International Standards iv) Provincial Securities Commissions in Canada, eg. BCSC, ASC, OSC Oversee and monitor capital market places in their respective provinces to ensure fair presentation of companies financial position, eg. TSX-V Ensure strict adherence to securities law and legislation OSC is home to TSX where most large companies are registered in Canada CH1-12 BCIT - Intermediate Accounting (Kieso 12e) – THE CANADIAN FINANCIAL REPORTING ENVIRONMENT B3) Standard Setting Process Under IFRS Evolution of a new Reporting Standard’ i) or revised ‘International Financial Agenda consultation with public during 3 – 5 year plan ii) Research programme including discussion papers, public comments and agenda proposals iii) Standards development including exposure draft and public comments leading to final IFRS standard iv) Implementation including narrow-scope amendments during public comment process and post-implementation review CH1-13 BCIT - Intermediate Accounting (Kieso 12e) – THE CANADIAN FINANCIAL REPORTING ENVIRONMENT B4) USER GROUPS INFLUENTIAL IN SETTING ACCOUNTING STANDARDS Business entities (management) Public accounting firms Financial community (analysts, bankers, etc.) Professional organizations (AcSB of CPA Canada) Academics (CAAA) Government Canada Customs and Revenue Securities commissions Non-Canadian standard setters (IASB, FASB) Stock exchanges Investing public Industry associations AcSB CPA Canada Handbook CH1-14 BCIT - Intermediate Accounting (Kieso 12e) – THE CANADIAN FINANCIAL REPORTING ENVIRONMENT B5) How Are Standards Enforced 1. CPA Canada HB has legal status, outside the Gov’t, with violations subject to court proceedings. 2. External Audit Report 3. Professional Code of Ethics 4. Securities Exchange Commissions 5. Banks’ reporting requirements to maintain credit limits 6. General acceptance CH1-15 BCIT - Intermediate Accounting (Kieso 12e) – THE CANADIAN FINANCIAL REPORTING ENVIRONMENT C) GENERALLY ACCEPTED ACOUNTING PRINCIPLES (“GAAP”) C1) GAAP Hierarchy – ASPE vs IFRS Under ASPE, GAAP includes: o Primary sources CPA Canada HB Sections 1400 to 3870 since Jan 1, 2011 Accounting guidelines o Other sources in descending order of importance Background documents and implementation guidance issued by AcSB Pronouncements in other jurisdictions Research studies, accounting textbooks, journals, etc. Must be consistent with primary sources and in accordance with the conceptual framework ie. CPA Canada HB Section 1000 CH1-16 BCIT - Intermediate Accounting (Kieso 12e) – THE CANADIAN FINANCIAL REPORTING ENVIRONMENT Under IFRS, GAAP consists of: o Primary sources IFRS – Principles-based International Accounting Standards (“IAS”) Interpretations by International Financial Reporting Interpretations Committee (“IFRIC”) and Standard Industrial Classifications (“SIC”) o Other sources Pronouncements of other standard-setting bodies (FASB, SEC) Other accounting literature, eg. accounting textbooks Accepted industry practices C2 – Both Hierarchies are Similar o Grounded in ‘Conceptual Framework’ (Ch 2) o Provide guidance on “What’s GAAP”; rank sources; establish value o Canada is Principles-based using Professional Judgement; whereas US is currently Rules-based…..can be problematic since not a rule for every situation! CH1-17 BCIT - Intermediate Accounting (Kieso 12e) – THE CANADIAN FINANCIAL REPORTING ENVIRONMENT D. CHALLENGES AND OPPORTUNITIES FOR THE ACCOUNTING PRINCIPLES D1) Oversight in the Capital Marketplace Following the Enron scandal in 2002, US Congress enacted the Sarbanes-Oxley Act (“SOX”) to include the following: o Public Company Accounting Oversight Board (”PCAOB”) o CEO/CFO certification…..quarterly o Annual management report on effectiveness of internal controls over financial reporting o Independent and expert audit committees o Audit independence rules and materiality guidelines for financial reporting o Forfeiture of CEO/CFO bonus/profit if accounting restatements arise due to material non-compliance o Codes of ethics CH1-18 BCIT - Intermediate Accounting (Kieso 12e) – THE CANADIAN FINANCIAL REPORTING ENVIRONMENT D1) Oversight in the Capital Marketplace (cont’d) Canadian response to SOX includes: o Canadian Public Accountability Board (“CPAB”) o Additional rules issued by Canadian Securities Administrators (“CSA”) Management responsibility for fairness of FS via CEO/CFO Certificates Independent audit committees Increased disclosures, eg. rating agency ratings, payments to stock promoters, previous involvement of Directors with bankrupt companies, etc. CH1-19 BCIT - Intermediate Accounting (Kieso 12e) – THE CANADIAN FINANCIAL REPORTING ENVIRONMENT D2) Centrality of Ethics Ethical dilemmas are common in accounting and other business areas, eg. moral hazard (pg 9), Nortel, Enron, Sino Forest, SNC Lavelin Management bias sometimes leads to emphasis on short-term results putting Professional Accountants in a conflicted environment Ethical sensitivities and alternative choices complicated due to work pressures. Not always easy to do the right thing or make the right decision Ethical decisions often go beyond GAAP or professional rules CH1-20 BCIT - Intermediate Accounting (Kieso 12e) – THE CANADIAN FINANCIAL REPORTING ENVIRONMENT D3) Other Challenges and Opportunities i) Standard setting in a political environment o Political action by special interest groups can have a significant impact…some for some against ii) Principles vs Rules o Principles-based standards more dependent on Professional Judgement but must ensure: Cohesive set of principles and conceptual framework Flexibility for use in different business situations and industries Detailed enough for good guidance without being unwieldy o Rules-based Canadian Tax System usually interpreted literally leading to ‘loop holes’ CH1-21 BCIT - Intermediate Accounting (Kieso 12e) – THE CANADIAN FINANCIAL REPORTING ENVIRONMENT D3) Other Challenges and Opportunities (cont’d) iii) Impact of technology on traditional financial reporting o Easy access to significant amount of timely company information: More detail disclosed; access to larger group of users; disclosure targeted to specific users o New ways of communicating financial information Extensive Business Reporting Language (“XBRL”) as global standard for electronic reporting of business and financial information Allows tagging of FS items to determine specific GAAP item used making for easier analysis by users iv) Integrated reporting under development o Extend normal corporate reporting beyond just financial to include broader business (ie. non-financial) information o International Integrated Reporting Council (“IIRC”) established August 2010 to determine what non-financial information should be reported periodically regarding value creation over time and how best to do it. Reporting should include: Strategic vision Governance, performance and prospects Environmental sustainability CH1-22