PRESENTATION ON “RELATED PARTY DISCLOSURES” IAS 24 Vs. AS 18 AN OVERVIEW JULY 9, 2010 Kaushal Kishore. DRAFT FOR DISCUSSIONS 1 CONTENTS AS 18 Vs. IAS 24: AN OVERVIEW SPECIFIC DIFFERENCES: BASIC DIFFERENCES IN DEFINITIONS ETC WHEN INDIVIDUALS ARE INVOLVED AS STAKEHOLDERS WHEN ENTITIES ARE INVOLVED AS STAKEHOLDERS OTHER DIFFERENCES ADDITIONAL DEFINITIONS AND CLARIFICATIONS Kaushal Kishore. DRAFT FOR DISCUSSIONS 2 PRIMARY ACCOUNTING REFERENCES AS 18: “RELATED PARTY DISCLOSURES” IAS 24: “RELATED PARTY DISCLOSURES” EXPOSURE DRAFT: “AS 18 (REVISED 20XX) CORRESPONDING TO IAS 24” ACCOUNTING STANDARD INTERPRETATIONS - ASI 13 (AGGREGATION OF TRANSACTIONS) - ASI 19 (INTERPRET THE TERM ‘INTERMEDIARIES’) - ASI 21 (NON EXECUTIVE DIRECTORS…….) GUIDANCE NOTE ON REMUNERATION PAID TO KEY MANAGEMENT PERSONNEL Kaushal Kishore. DRAFT FOR DISCUSSIONS 3 BASIC DIFFERENCES IN DEFINITIONS, ETC. Kaushal Kishore. DRAFT FOR DISCUSSIONS 4 EXTENDED/RELAXED RELATIVES Vs. CLOSE FAMILY MEMBERS AS-18 Refers to “Individual” and “relatives of individual” [paras 3(c) (d), 10]. This include brother, sister, father and mother. IAS-24 Refers to “Person” and “close member of that person’s family”. Definition of close member of person’s family per IAS includes dependents of the person or of the spouse. (para 9) Remarks AS 18 covers parents and siblings irrespective of their status as to dependence on the individual. It does not cover “dependents” otherwise. Kaushal Kishore. DRAFT FOR DISCUSSIONS 5 EXTENDED/RELAXED RELATIVES Vs. CLOSE FAMILY MEMBERS AS 18: RELATIVES IAS 24: CLOSE MEMBERS OF FAMILY Spouse; Spouse/domestic partner; Son; Daughter; Children of the person or of spouse or of domestic partner; and Brother; Sister; Dependents of the person or of spouse or of domestic partner; Father; and Mother; who may be expected to influence the individual/person or be influenced by the individual/person. Kaushal Kishore. DRAFT FOR DISCUSSIONS 6 EXTENDED EXTENDED DEFINITION OF KMP IAS-24 Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including any director (whether executive or otherwise) of that entity. AS-18 KMP: those persons who have the authority and responsibility for planning, directing and controlling the activities of the reporting enterprise ASI-21 specifically exempted “non-executive directors” unless authority/responsibility to ……. Also, AS 18 did not specifically mention “directly or indirectly”. However, practically, it does not seem to create any difference. Kaushal Kishore. DRAFT FOR DISCUSSIONS 7 EXTENDED EXTENDED COVERAGE OF KMP AS-18 Covers key management personnel of an entity [para 3(d)] IAS-24 Covers key management personnel of an entity or of a parent of the entity [para 9(a)(ii)] Kaushal Kishore. DRAFT FOR DISCUSSIONS 8 EXTENDED EXTENDED COVERAGE OF KMP Mr. X (KMP) Mr. Y (KMP) Subsidiary Parent (P) (S) Kaushal Kishore. DRAFT FOR DISCUSSIONS AS 18: S is related to Mr. X in S’ financial statements S is not related to Mr. Y in S’ financial statements IAS 24 S is related to both Mr. X and Mr. Y in S’ financial statements 9 EXTENDED/RELAXED DIFFERENCE IN DEFINITION OF GOVT………. AS-18 Para 10 defines state-controlled enterprise as “an enterprise which is under the control of the Central Government and/or any State Government(s)” IAS-24 As per para 9: Remarks Government refers to government, government agencies and similar bodies whether local, national or international. A government-related entity is an entity that is controlled, jointly controlled or significantly influenced by a government. Wider definition per IAS 24. Certain entities not exempted per AS 18 (say having significant influence by govt.) may also avail exemption in IFRS Kaushal Kishore. DRAFT FOR DISCUSSIONS 10 DIFFERENCES WHEN INDIVIDUALS ARE INVOLVED AS STAKEHOLDERS Kaushal Kishore. DRAFT FOR DISCUSSIONS 11 RELAXED DIFFERENCES: WHEN INDIVIDUALS ARE STAKEHOLDERS AS-18 Related if: common individual having significant influence common individual being key management personnel IAS-24 Relaxation if: common person having significant influence common person being key management personnel Normally, to start with, need control or joint control by a person in one entity to be related to the other entity Remarks Refer to the following discussions……… Kaushal Kishore. DRAFT FOR DISCUSSIONS slides and examples for 12 POSITION AS TO INDIVIDUALS AS STAKEHOLDERS IN IAS 24 IAS 24 Paras 9(a)(i)(ii)(iii) and 9(b)(vi) Mr. X IAS 24 Paras 9(a)(i) and 9(b)(vii) Mr. X Entity B Entity A Control or joint control or significant influence or KMP Control or joint control Entity B Entity A control or joint control Significant influence or KMP IAS 24: A AND B ARE RELATED TO EACH OTHER IN THEIR FINANCIAL STATEMENTS Kaushal Kishore. DRAFT FOR DISCUSSIONS 13 POSITION AS TO INDIVIDUALS AS STAKEHOLDERS IN AS 18 AS 18 Para 3(c)(d)(e) Mr. X Entity A Entity B Control or Significant influence or KMP Control or Significant influence or KMP AS 18: A and B are related to each other in both their financial statements. CONTROL AND SIGNIFICANT INFLUENCE IN AS 18 [para 3(c)] ARE PRIMARILY CONSEQUENT TO VOTING POWER. IN IAS 24, VOTING POWER IS NOT THAT RELEVANT Kaushal Kishore. DRAFT FOR DISCUSSIONS 14 DIFFERENCE ON ACCOUNT OF JOINT CONTROL UNIFORMITY IAS 24 Para 9(b)(vi) and AS 18 Para 3(c)(d)(e) Mr. X Entity A Joint control Kaushal Kishore. DRAFT FOR DISCUSSIONS Entity B Control or Joint control or Significant influence or KMP IAS 24: A and B are related to each other if there is joint control in both. AS 18: Does not use the term joint control in relation to individuals. However, by implication, joint control is generally regarded as an influence that is stronger than significant influence. 15 RELAXED DIFFERENCE WHEN AN INDIVIDUAL HAS SIGNIFICANT INFLUENCE Mr. X Significant influence over entity A Significant influence over entity B . Kaushal Kishore. DRAFT FOR DISCUSSIONS IAS 24: Entities over which significant influence is exercised by a common person are not related to each other. AS 18: A and B are related to each other in both their financial statements. 16 RELAXED DIFFERENCE WHEN AN INDIVIDUAL IS A COMMON KMP Mr. X KMP of entity A KMP of entity B . Kaushal Kishore. DRAFT FOR DISCUSSIONS IAS 24: Entities having common KMP are not related to each other. AS 18: A and B are related to each other in both their financial statements. 17 RELAXED DIFFERENCE WHEN AN INDIVIDUAL HAS KEY POSITION AND SIGNIFICANT INFLUENCE Mr. X Significant influence over entity A IAS 24: An entity in which a person has significant influence, would not be related to other just because that person is a KMP of the other entity KMP of entity B . Kaushal Kishore. DRAFT FOR DISCUSSIONS AS 18: A and B are related to each other in both their financial statements. 18 DIFFERENCES WHEN ENTITIES ARE INVOLVED AS STAKEHOLDERS Kaushal Kishore. DRAFT FOR DISCUSSIONS 19 EXTENDED DIFFERENCE WHEN ENTITIES ARE INVOLVED AS STAKEHOLDERS AS-18 Relaxed norms if “Joint ventures” IAS-24 Extended coverage as to “Joint ventures” Remarks Refer to the following slide and example for discussions Kaushal Kishore. DRAFT FOR DISCUSSIONS 20 EXTENDED DIFFERENCE ON ACCOUNT OF JOINT VENTURES AND ASSOCIATES Entity A Entity B Joint venture or an associate Kaushal Kishore. DRAFT FOR DISCUSSIONS Entity C Joint venture AS 18: [para 3(b)] Co ventures or co associates are not related to each other. (anomaly). IAS 24: [paras 9(b)(iii) (iv)] B and C are related to each other in both their financial statements if they are either co ventures or one is a venture and the other is an associate. Co associates are not related to each other (as in AS 18 also). 21 OTHER DIFFERENCES Kaushal Kishore. DRAFT FOR DISCUSSIONS 22 REGULATORY DISCLOSURES SUBJECT TO CONFIDENTIALITY AS-18 Disclosures, which conflict with confidentiality requirements in terms of statutes or regulation, are excluded (paras 5-6). IAS-24 No such specific exemption Remarks A possible GAAP difference Normally accounting rules not to override statute Kaushal Kishore. DRAFT FOR DISCUSSIONS 23 EXTENDED DIFFERENCE ON ACCOUNT OF POST EMPLOYMENT BENEFIT PLANS Entity A Entity B Post employment benefit plan for the benefit of employees of Entity A or entity related to A Kaushal Kishore. DRAFT FOR DISCUSSIONS AS 18: No specific coverage as to entities that are post employment benefit plans, as related parties. IAS 24: [para 9(b)(v)] A and B are related to each other in both their financial statements 24 EXTENDED/IMPLEMENTATION EXTENDED DISCLOSURES OF MANAGERIAL COMPENSATION AS-18 As per para 20, “Statutes often require disclosure of transactions with the directors or similar key managerial personnel….” IAS-24 Para 17 requires specific disclosures for compensation of KMPs under the following categories: Remarks short-term employee benefits; post-employment benefits; other long-term benefits; termination benefits; and share-based payment. Implementation issue: companies would need to get separate valuations for components of compensation of KMPs. Kaushal Kishore. DRAFT FOR DISCUSSIONS 25 OPTION/EXTENDED OPTION AS TO DISCLOSURE OF VOLUME OF TRANSACTIONS AS-18 As per para 23(iv) “Volume of the transactions either as an amount or as an appropriate proportion” IAS-24 As per para 18(a) “the amount of the transactions” need to be disclosed. Remarks No option available in IAS 24. Kaushal Kishore. DRAFT FOR DISCUSSIONS 26 EXTENDED ADDED DISCLOSURES FOR GOVT RELATED ENTITIES………. AS-18 As per para 9 “No disclosure is required in the financial statements of state-controlled enterprises as regards related party relationships with other state-controlled enterprises and transactions with such enterprises.” IAS-24 As per para 25, following disclosures: Name of the government and nature of relationship….. For each individually significant transaction: nature and amount For other transactions: a qualitative or quantitative indication of their extent. Remarks Wider disclosure requirements per IAS 24. Possible implementation issue: PSUs would require to collate large information for disclosure, while they had exemption available earlier. Kaushal Kishore. DRAFT FOR DISCUSSIONS 27 ADDITIONAL DEFINITIONS IN AS-18 Kaushal Kishore. DRAFT FOR DISCUSSIONS 28 CLARIFICATORY ADDITIONAL DEFINITIONS IN AS 18, THOUGH NOT IN IAS 24 AS-18 AS-18 provides definitions of the following items: Associate and Joint venture Holding company, Subsidiary, Fellow subsidiary IAS-24 IAS 24 does not include these definitions and allow respective standards to deal with Remarks Seems logical not to keep multiple definitions Kaushal Kishore. DRAFT FOR DISCUSSIONS 29 CLARIFICATIONS IN AS-18 Kaushal Kishore. DRAFT FOR DISCUSSIONS 30 CLARIFICATORY CLARIFICATORY TEXT IN AS-18, THOUGH NOT IN IAS 24 AS-18 AS includes clarificatory text primarily w.r.t the following: Control Substantial interest (including 20% threshold) Significant influence (including 20% threshold) IAS-24 IAS does not include clarificatory text and allows respective standards to deal with Remarks Possibly ICAI would need to issue implementation guidance to avoid diversity. Kaushal Kishore. DRAFT FOR DISCUSSIONS 31 CLARIFICATORY CLARIFICATION REGARDING AGGREGATION OF TRANSACTIONS AS-18, ASI 13 IAS-24 Para 27 states “Disclosure of details of particular transactions with individual related parties would frequently be too voluminous to be easily understood. Accordingly, items of a similar nature may be disclosed in aggregate by type of related party……………………..”. ASI 13 allows a rebuttable presumption of 10% of the total related party transactions of the same type (say purchase of goods) being material. IAS does not include any such item, including threshold of 10% as materiality. Kaushal Kishore. DRAFT FOR DISCUSSIONS 32 RECAP……. Kaushal Kishore. DRAFT FOR DISCUSSIONS 33 RECAP………. DIFFERENCES: IAS 24 Vs. AS 18 - BASIC DIFFERENCES IN DEFINITIONS ETC - WHEN INDIVIDUALS ARE INVOLVED AS STAKEHOLDERS - WHEN ENTITIES ARE INVOLVED AS STAKEHOLDERS - OTHER DIFFERENCES - ADDITIONAL DEFINITIONS AND CLARIFICATIONS Kaushal Kishore. DRAFT FOR DISCUSSIONS 34 THANK YOU FOR YOUR KIND ATTENTION The information contained herein is of general nature and is for discussions only Kaushal Kishore. DRAFT FOR DISCUSSIONS 35 CONTACT DETAILS: KAUSHAL KISHORE +91-9811103133 kaushalkishore@kpmg.com Kaushal Kishore. DRAFT FOR DISCUSSIONS 36 Kaushal Kishore. DRAFT FOR DISCUSSIONS 37 CLARIFICATORY COVERAGE OF COMMITMENTS AS-18 Disclosures do not specifically cover “commitments” between an entity and its related parties. IAS-24 Disclosures include “commitments, i.e., to do something if particular event occurs or does not occur in future, including executory contracts” [para 2(a)] Remarks In substance, there seems to be no difference, since commitments are one type of transaction Possible implementation difference Kaushal Kishore. DRAFT FOR DISCUSSIONS 38 CLARIFICATORY CLARIFICATION REGARDING REGULATORY DISCLOSURES AS-18 AS-18 Para 20 states “The statutes governing an enterprise often require disclosure in financial statements of transactions with certain categories of related parties. In particular,……………transactions with the directors…… or similar key management personnel…………. because of the fiduciary nature of their relationship with the enterprise.” IAS-24 IAS does not include any such item Remarks Does not seem to be any GAAP difference and only clarificatory remark with respect to regulatory requirements. Kaushal Kishore. DRAFT FOR DISCUSSIONS 39