IAS Conversion Project management and issues to consider 1 Topics Part 1 - Before you even start; Part 2 - Project management Part 3 - Pitfalls and experiences 2 Legend on Risk Assessments: IAS Key Risk Key Risk Key risk from the point of view of company. May break a conversion project. Key audit risk. May result in significant errors. 3 Clearing some of the fog… Listed companies DO NOT change to IAS due to a guideline from the European Community. – IPO Companies seeking to attract international investors are using IAS now; – This not just some outside decision or law that forces companies to do this or that; Part 1 – Before you even start… 4 Clearing some of the fog… Listed companies ARE forced to change because international users of financial statements demand an international framework that is comprehensive and meets reporting and disclosure standards that result in high quality financial statements. That implies: – – – – Reporting standards and practices Governance standards and practices (*) Audit standards and practices (*) Regulatory requirements and review (*) (*) outside scope of this presentation Part 1 – Before you even start… 5 Clearing some of the fog… We can only conclude that the international community does not believe current standards and practices meet the above expectation. Whether we concur with this is not highly relevant. Users of financial statements have already made up their mind. Part 1 – Before you even start… 6 The mindset for conversions “You can’t solve a problem with the same thinking that created it in the first place”; (Albert Einstein) As result, it is imperative to: – think international when converting to international standards; – look at international guidance, as it helps to understand how and why things need to be accounted for so and so; – allow yourself to forget local practices and local guidance; Part 1 – Before you even start… 7 More than an accounting exercise Key performance indicators Employee long-term incentive plans Investor relations Systems and finance function efficency A COMPLEX PROJECT Control environment Impact on taxation planning Valuation models Policies and procedures Debt covenants 8 Structured financial products Part 2 – Project Management 9 Project management Project management – Overview of a IAS conversion project – IAS conversion aspects of key project management phases. – While included in the general overview, we have excluded detailed generic project management comments such as cost management etc. Part 2 – Project Management 10 Project Management applied to an IAS Conversion Project Definition Phase 1. Set the concept (Accept IAS) 2. Set a vision, mission statement Planning Strategy Phase 1. Generate alternative strategies 2. Analysis of alternatives Implementation Planning Phase 1. Develop tasks 2. Develop network diagram 3. Critical path computations 4. Ressource allocation 5. Spending allocation 6. Bar Charts 7. Does this meet objectives? Execute and Control Phase 1. Execute implement. plan 2. Monitor progress of committees 3. Monitor decision process 4. Bounce decisions up to Main IAS Workgroup 5. Review - approval Learning Phase 1. Project analysis 2. Closing project CEO, CFO, Audit Committee Main IAS Conversion Workgroup Project Manager(s) Sub-groups: routine, non routine, training, systems, disclosure Key accounting staff All accounting staff 11 Phase 3: (Partial) Example of a project ID 1 2 Task Name PROJECTPLAN Duration 307,17 d Cost 11 264 995 BEF 39 d 99,17 d 2 054 995 BEF IAS-Rapportering 3 Concept en ontwerp I AS 4 Concept IAS 5 Wor k 209 d Opbouw MIS op lokaal en groepsniveau 39 d 98,17 d 2 054 995 BEF 0d 1d 0 BEF 50 d 81 d 20 d 40 d 1 100 000 BEF 5d 5d 225 000 BEF Jun Jul Aug Sep Oct Nov Analyse r appor teringsbehoeften 8 Opmaak en de sign van MI S 15 d 70 d 675 000 BEF MIS Team 9 Vastleggen pr ocedur es 10 d 20 d 450 000 BEF MIS Team 0d 1d 0 BEF 13 d 45 d Informatisering Technische analyse 4d 8d 220 000 BEF 13 Functionele sp ecificaties 4d 8d 220 000 BEF 14 Pr ojectplan 1d 2d 65 000 BEF 15 Specificaties in lastenboek 3d 6d 155 000 BEF 16 Lastenboek 0d 1d 0 BEF 17 Evaluatie leve ranciers 1d 20 d 65 000 BEF IAS en MIS rapportering in België 9d 100 d IT Implementatie door exter ne lever ancier 0d 60 d 0 BEF 20 Pr ojectmanag ement 9d 100 d 485 000 BEF 0d 1d 0 BEF 78 d 174 d IAS en MIS operationeel in België 22 IAS en MIS rapportering in buitenland Voor bereidende vr agenlijst 7d 14 d 435 000 BEF 24 Ontvangen en ver zamelen antwoor den 1d 20 d 45 000 BEF 25 Voor bereiding actieplan en oplijsten vra gen 10 perdsite 20 d 510 000 BEF 26 Ter plaatse bi jwer ken actieplan en I T implementatiep 40 d lan80 d 2 600 000 BEF 27 Pr oject manag ement bij lokale implementatie 20 d 1 060 000 BEF 28 29 Roll-out IAS manueel Roll- out IAS manueel 30 Einde implementatie 31 Review op conformiteit IAS en consolidatie 32 Review op confor miteit IAS en consolidatie Jul Aug Sep MIS Team;TS MIS Team 01/10 WV;I T Team WV;I T Team WV WV;I T Team 29/11 WV WV;I T Team 17/05 4 650 000 BEF 23 40 d Jun 485 000 BEF 19 21 May 725 000 BEF 12 18 Apr 25/10 Concept en ontwerp MIS 11 Mar 2 450 000 BEF 7 Concept MIS 2002 Jan Feb AL;IAS Team 6 10 Dec 10 d 20 d 10 d 20 d 450 000 BEF 0d 0d 0 BEF 10 d 10 d 10 d 10 d WV;TS;AL;MI S Team MIS Team MIS Team;I AS Team;WV TS;WV WV;TS;MIS 450 000 BEF 450 000 BEF 450 000 BEF I AS Team 31/07 12 I AS Tea Phase 1: Definition phase Step 1: Set, Accept the Concept – IAS, as demanded by users of financial statements; – Ensure that decision makers understand the concept including the mindset; – Ensure CEO buys into the concept, IAS Key Risk • CEO is the appropriate level of buy in • Avoid a headless chicken project. – Determine members of Conversion Workgroup – Subgroups to be determined later. Part 2 – Project Management Phase 1 – Step 1 13 Phase 1: Definition phase Step 2: Set a vision, develop a mission statement (1/2) – Where are the readers? Continental Europe, UK, US, Asia? – Who are the readers? Distribution of shareholdings with institutional investors, fund managers (where – which), small investors. – Best practice disclosures (investor relationship dept.) vs. barebones compliance (comptroller) Part 2 – Project Management Phase 1 – Step 2 14 Phase 1: Definition phase Step 2: Set a vision, develop a mission statement (2/2) – Early adoption approach? – What do competitors do? Do we follow the pack or set the standard. Is the latter a different or higher standard? – Where do we go from here? Listing in the US (secondary listing parent). Growth in Asia (often listing of local sub)? Part 2 – Project Management Phase 1 – Step 2 15 Phase 2: Planning strategy phase Step 1: Generate alternative project strategies – Alternate vision / mission strategies; • US GAAP and or IAS • Early adoption • Options within IAS – In-house vs. outsourced implementation; – Centralized or decentralized approach. Part 2 – Project Management Phase 2 – Step 1 16 Phase 2: Planning strategy phase Step 2: Analysis of alternatives – Do the alternatives meet performance, cost, time and scope requirements? – Are SWOT and risks acceptable? – Are the consequences OK? Part 2 – Project Management Phase 2 - Step 2 17 Phase 3: Planning implementation phase Step 1: Develop tasks to be done – what, who, how long, resources Step 2: Develop network diagram – What can be done first, what next, what in parallel (*) Step 3: Critical path computations – forward pass, backward pass, (*) Step 4: Resource allocation (*) (*) Outside scope of presentation Part 2 – Project Management Phase 3 Overview 18 Phase 3: Planning implementation phase Step 5: Spending allocation (*) Step 6: Bar charts (*) Step 7: Does the above still meet the performance, cost, time and scope requirements? Are risks acceptable? (*) Outside scope of presentation Part 2 – Project Management Phase 3 Overview 19 Develop tasks to be done Action 1: Understanding the requirements; Action 2: Understanding the transactions to be accounted for; Action 3: Set up subgroups (reporting to main working committee); Action 4: Understand how differences can impact the statements; Action 5: Set out tasks to be done; Part 2 – Project Management Phase 3 - Step 1 - Overview 20 Develop tasks to be done IAS Action 1: Understanding the requirements Key Risk – Accounting: all conversion workgroup members need fair level of IAS knowledge. Some members (marketing) may need to be trained. Experts supplement that fair level. – Reporting: • Periods; financial statements (2-3 years) vs. MD&A and regulator reporting (often 5 years) – Can they still amend certain agreements before opening balance? • Scrutinize disclosures, understand what is needed and what it implies. Part 2 – Project Management Phase 3 - Step 1 - Action 1 21 Develop tasks to be done: Action 2: Understand the transactions (1/3) – Clients often presume they know the transactions. Key Risk • Some transactions are not recent • People may have left the firm • People may have moved into other positions, other departments – Even when the knowledge is accurate, it is only accurate in relation to the current accounting treatment. The client most likely never analyzed IAS decision criteria in those transactions, as those criteria simply did not exist or were not relevant at that time. Part 2 – Project Management Phase 3 - Step 1 - Action 2 22 Develop tasks to be done: Action 2: Understand the transactions (2/3) – Study the facts; too much time is wasted discussing accounting treatments of a wrong fact pattern. – Identify the non-recurring transactions to look at: Key Risk • Leases and sale & lease back, joint ventures, Control vs. significant influence both at inception and subsequent changes, SPEs, key contract clauses, employment benefits, business combinations, discontinued operations, impairments, restructurings, (deferred) taxes, financial instruments… Part 2 – Project Management Phase 3 – Step 1 – Action 2 23 Develop tasks to be done: Action 2: Understand the transactions (3/3) – Identify the recurring processes to look at: Key Risk • Estimations, revenue recognition, financial instruments, LT contracting 24 Develop tasks to be done Action 3: Set up sub group working committees – Working groups to be further detailed in subgroups. Assign tasks to these sub-groups for execution and control. • Recurring vs. non-recurring transactions, training, disclosures, system requirements • Set reporting structure (timing, scope) into main working committee. Part 2 – Project Management Phase 3 – Step 1 – Action 3 25 Develop tasks to be done Action 4: Understand how differences can impact the statements – Design tasks so as to understand the accounting and reporting impacts of the differences • • • • • Key Risk Push back into opening balances? Hindsight knowledge issue? One off impact or multiple periods? Equity or net income? Where does it hit the financials? Ratios, covenants, classification difference with previous statements. Keep track of key ratios and benchmarks. Part 2 – Project Management Phase 3 – Step 1 – Action 4 26 Develop tasks to be done Action 5: Set out tasks to address the above understandings (1/2) IAS – How much wood can a woodchuck chuck? Key Risk – Know the other time constraints (closings, budgeting period, system upgrades…) Key Risk – Outside resources? – How much knowledge is centered around few people? Surprisingly important! Part 2 – Project Management Phase 3 – Step 1 – Action 5 27 Develop tasks to be done Action 5: Set out tasks to address the above understandings (2/2) – Training – Accounting manual – System requirements IAS Key Risk • Management reporting system (segment reporting) or accuracy of cost accounting allocation • Required to handle two, likely three accounting frameworks. Part 2 – Project Management Phase 3 – Step 1 – Action 5 28 We are now jumping to Phase 4 Execute and Control. Other phases are more generic project management and outside the scope of this seminar 29 Phase 4: Execute and Control Phase Progress and decision reporting – Timing sub-group period meeting IAS Key Risk – Bounce up to main working committee for decisions – Avoid decision taking at levels of mid management Key Risk – Progress and decision template (next slide) Part 2 – Project Management Phase 4 30 Phase 4: Execute and Control Phase Current company practice (method and disclosure) Accounting regulations (summary) Extent of issue (amount, subsidiaries concerned, frequency) Potential application difficulties (availability of information, confidentiality, ...) Expected milestone dates Event •Ascertain extent of issue in subsidiaries •Quantify correctly entry •Completion of disclosures 31 Date Part 3: Pitfalls and experiences IAS Key Risk Key Risk 32 Pitfalls, experiences Buy in issues – Valuable time is often wasted when decisions should be made at the top but are not being submitted to the top for a variety of reasons; – Resource constraints require top level priority setting; – Some decisions (deconsolidation, financial instruments, business acquisitions) are potentially very significant. Make sure top management understands what is at stake, why there could be a change. Part 3 - Pitfalls and experiences 33 Pitfalls, experiences International Practice vs. International Standards: – International Practice. That concept is not defined. Term is often used, even more often abused. – Every conversion has its local interpretation issues. Often it is just local accounting. Most often outsiders do not understand the rationale, thus it goes against the very expectation of an international accounting framework. – See mindset discussion Part 3 - Pitfalls and experiences 34 Pitfalls, experiences The framework of IAS (IFRS): – When a client starts to refer to the framework to support a treatment, expect trouble. International Guidance: – Allow yourself to forget local guidance. – Look at international guidance. Part 3 - Pitfalls and experiences 35 Pitfalls, experiences Transactions: – Presuming things are the same (in local accounting and IAS) is a recipe for failed conversion; – Look at the facts; then look again! – Accounting is easy, getting to the facts not – Analyze all the criteria of IAS; Part 3 - Pitfalls and experiences 36 Pitfalls, experiences Disclosures: – Include disclosures requirements in tasks to be done. – Analyze disclosures. – Compare with existing statements. – Compare with IAS statements of other companies. Part 3 - Pitfalls and experiences 37 Pitfalls, experiences Changes of accounting policies vs. New policies: – – – – Change in accounting policy Change in estimate Change in assumption of estimate Use of hindsight knowledge 38 Results of failed conversion: “IAS lite” The shades of IAS lite: – • Full IAS compliance Compliance with national standards “that comply with IAS” • Compliance with IAS, with exceptions specified in accounting policies • Compliance with IAS, with exceptions specified in notes but not in the accounting policies 39 Results of failed conversion: “IAS lite”: • The shades of IAS lite: • Accounting policies “are based on IASs” or “comply with the principles in IASs” • Accounting policies are “based on the principles in IASs”, with specific exceptions • IAS applied only when there are no equivalent national standards • IAS used only for selected items • IAS applied only when there are no equivalent national standards 40 Results of failed conversion: “IAS lite” • The shades of IAS lite: • IAS used only for selected items • Reconciliation from national GAAP to IAS • Summary IAS financial statements that imply that these financial statements are “IAS financial statements” • Disclosure of policies that do not comply with IAS, but without any quantification 41 End Part III 42