Dit document maakt gebruik van bladwijzers Unofficial translation for information purposes. In case of differences between this translation and the Dutch text, the Dutch text is leading. Standard 702N Additions regarding the reporting on a complete set of general purpose financial statements at a public interest entity December 2014 Standard 702N Additions regarding the reporting on a complete set of general purpose financial statements at a public interest entity Introduction Scope of this Standard 1 This Standard1 deals with the form and content of the auditor’s report that is issued as result of an audit of a complete set of general purposes financial statements for a public interest entity in accordance with article 393 of Book 2 of the Dutch Civil Code. (Ref: Para. A1) 2 This Standard provides additions to Standards 260, 700, 705 and 706. Where a requirement in this Standard contradicts with a requirement in the Standards mentioned, the requirement in this Standard prevails. (Ref: Para. A2) 3 This Standard aims on providing public interest entities in the Netherlands with a more extensive auditor’s report on financial statements for periods ending on or after December 15, 2014. The premises for this more extensive auditor’s report are: the proposed ISAs that were submitted to the PIOB as a result of the IAASB meeting in September 2014. elements from Article 10 of the “REGULATION (EU) No 537/2014 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of 16 April 2014 on specific requirements regarding statutory audit of public-interest entities and repealing Commission Decision 2005/909/EC”; specific Dutch elements based on discussions with politicians or other stakeholders; and developments in the United Kingdom where since 2013 an obligation exists regarding a more extensive auditor’s report for listed entities. (Ref: Para. A3) 4 This Standard is applicable for auditor’s reports on a complete set of general purpose financial statements of a public interest entity. This Standard may be applied for auditor’s reports of other organisations. If this Standard is applied for the auditor’s report of other entities, then all requirements should be applied mandatory, with the exception of the requirements in paragraphs 16, 17, 18 until 24 and 29. Effective date 5 For the effective date reference is made to the final provisions 2. Objectives 6 The auditor’s objectives are to: a Structuring the report in such a way that the most important matters are mentioned first; b Provide a better understanding of his audit amongst others by disclosing key audit matters, materiality, scope of the group audit in addition to the requirements regarding the auditor’s report as required in Standard 700 (Ref: Para. A3); c Reflect the specific situation of the entity in the auditor’s report. Definitions 7 Key audit matters - Matters that, in the auditor’s professional judgment, were of most significance in the audit of the financial statements of the current period. Key audit matters are selected from matters communicated with those charged with governance. Requirements Auditor’s Report on a Complete Set of General Purpose Financial Statements at a Public Interest Entity 8 The auditor’s report of public interest entities shall be in writing and shall contain the following elements: (Ref: Para. A4) 1 This Standard is written in US English. Reference is made to the final provisions of the NV COS. In these provisions shall be stated that the auditor’s report is mandatory for periods ending on or after December 15, 2014. 2 NBA 2 Standard 702N Additions regarding the reporting on a complete set of general purpose financial statements at a public interest entity Title 9 The auditor shall give the auditor’s report a title that clearly indicates that it is the report of an independent auditor. Addressee 10 The auditor shall address the auditor’s report as required by the circumstances of the engagement. Opinion 11 The auditor shall include in the auditor’s report a first section with the heading “Opinion”. Paragraph Material Uncertainty Related to Going Concern 12 If there is a material uncertainty related to going concern, the auditor shall include a separate paragraph “Material Uncertainty Related to Going Concern” directly after the opinion. Basis for Opinion 13 The auditor shall include in the auditor’s report a section titled “Basis for Opinion” directly after the section “Opinion” and -if applicable- after the section “Material Uncertainty Related to Going Concern”. 14 The auditor shall confirm and explain his independence in the auditor’s report . Basis for Modification Paragraph 15 When there is a modified opinion, the auditor shall amend the heading “Basis for Opinion” by the heading “Basis for Qualified Opinion”, “Basis for Adverse Opinion”, or “Basis for Disclaimer of Opinion”, as appropriate and include a description of the matter giving rise to the modification. Materiality 16 The auditor shall state in the auditor’s report the materially applied for the financial statements as a whole and shall explain how he determined this. The auditor shall describe that he considers quantitative and qualitative aspects of materiality. Scope of the Group Audit 17 The auditor shall state in the auditor’s report how he conducted the audit of components, as appropriate. Basis for Modification Paragraph Key Audit Matters 18 Communicating key audit matters in the auditor’s report is in the context of the auditor having formed an opinion on the financial statements as a whole. Communicating key audit matters in the auditor’s report is not: a A substitute for disclosures in the financial statements that the applicable financial reporting framework requires management to make, or that are otherwise necessary to achieve fair presentation; b A substitute for the auditor expressing a modified opinion when required by the circumstances of a specific audit engagement in accordance with Standard 705; c A substitute for reporting in accordance with Standard 570 when a material uncertainty exists relating to events or conditions that may cast significant doubt on an entity’s ability to continue as a going concern; or d A separate opinion on individual matters. NBA 3 Standard 702N Additions regarding the reporting on a complete set of general purpose financial statements at a public interest entity 19 The auditor shall state in the introductory language in the section “Key Audit Matters”of the auditor’s report that: a Key audit matters are those matters that, in the auditor’s professional judgment, were of most significance in the audit of the financial statements; and b These matters were addressed in the context of the audit of the financial statements as a whole, and in forming the auditor’s opinion thereon, and the auditor does not provide a separate opinion on these matters. 20 The auditor shall determine, from the matters communicated with those charged with governance, those matters that required significant auditor attention in performing the audit. In making the determination of key audit matters, the auditor shall take into account the following: a Areas of higher assessed or significant risks of material misstatement due to fraud or error; b Significant auditor judgments relating to areas in the financial statements that involved significant management judgment, including accounting estimates with a high estimation uncertainty. c The effect on the audit of significant events or transactions that occurred during the period. 21 The auditor shall describe each key audit matter using an appropriate subheading under the heading “Key Audit Matters”. 22 The auditor shall describe the following elements relating to a key audit matter: A description of the key audit matter; A summary of audit procedures performed; Where relevant, key observations relating to the key audit matters; Where relevant, reference to the notes or disclosure in the annual report. 23 If the auditor determines, depending on the facts and circumstances of the entity and the audit, that there are no key audit matters to communicate, the auditor shall include a statement to this effect in a separate section of the auditor’s report under the heading “Key Audit Matters”. 24 The auditor shall describe each key audit matter in the auditor’s report unless: a Law or regulation precludes public disclosure about the matter; or b In extremely rare circumstances, the auditor determines that the matter should not be communicated in the auditor’s report, because the adverse consequences of doing would reasonably be expected to outweigh the public interest benefits of such communication. This shall not apply if the entity has publicly disclosed information about the matter. Emphasis of Matter Paragraphs and Other Matter Paragraphs 25 If there is an emphasis of matter paragraph or an other matter paragraph, this paragraph will be included in a separate section. Responsibilities of Management and Those Charged with Governance 26 The auditor shall describe in the auditor’s report the responsibilities of management and those charged with governance. At least the following is addressed in this section: a Responsibility for the preparation of the financial statements including internal control b Responsibility for the preparation of the financial statements using the going concern basis of accounting and disclosure of material uncertainties. Auditor’s Responsibilities 27 The auditor shall describe in the auditor’s report the responsibilities of the auditor. A part of this description may be included in an appendix to the auditor’s report or reference may be made to the website of the NBA. In this description at least the following is addressed: a Responsibilities for the audit and the opinion; b Stating that a reasonable level of assurance provides a high level of assurance, but no absolute level of assurance; c Stating that the auditor exercises professional judgment and maintains professional scepticism. d Describe an audit by stating that the auditor’s responsibilities are: i To identify and assess the risks of material misstatement including fraud and perform audit procedures ; NBA 4 Standard 702N Additions regarding the reporting on a complete set of general purpose financial statements at a public interest entity ii To obtain an understanding of internal control; iii To evaluate the accounting policies; iv To conclude on the appropriateness of the going concern basis of accounting. Reporting on material uncertainties; v To evaluate the presentation of the financial statements; vi To evaluate the fair presentation (‘true and fair view’) of the financial statements; vii To Communicate with those charged with governance; viii To confirm compliance with the ethical requirements; ix To discuss and determine the key audit matters. Other Reporting Responsibilities 28 The auditor shall address other reporting responsibilities in a separate section. 29 The auditor shall address at least the following subjects in the auditor’s report: By whom the auditor was appointed; Date of the appointment and the period of total uninterrupted engagement. Signature of the Auditor 30 The auditor shall mention his name in the auditor’s report and sign the auditor’s report. Date of the Auditor’s Report 31 The auditor shall date the auditor’s report. Auditor’s Address 32 The auditor’s report shall name the location in the jurisdiction where the auditor practices. Disclaimer of Opinion: No Key Audit Matters and Modification of the Auditor’s Report 33 The auditor shall not include key audit matters in the auditor’s report if the auditor disclaims an opinion. 34 When the auditor disclaims an opinion due to an inability to obtain sufficient and appropriate audit evidence, the auditor shall amend the introductory paragraph and the description of the auditor’s responsibility in accordance with Standard 705 paragraph 27. In this case, paragraph 27 of this Standard is not applicable. Application and Other Explanatory Material A1 The complete set of general purpose financial statements mentioned in this Standard are referred to as ”de jaarrekening” in the Dutch Civil Code. (Ref: Para. 1) A2 This Standard is a temporary Standard. As soon as the revised ISA’s 260, 570, 700, 705 and 706 and the new ISA 701 of the IAASB have been incorporated in the NV COS, this Standard will be withdrawn or modified. This will probably happen by the end of 2015 for periods ending on or after December 15, 2015. A3 With this standard an early adoption of the new more extensive auditor’s report is realized in the Netherlands. Alignment has been sought with the developments at IAASB and the EU. Furthermore, specific Dutch aspects are added based on the discussions in politics and the regulations in the United Kingdom. While applying this standard, auditors are advised to take note of the proposed ISAs 700, 701, 570 and 705 of IAASB and ISA 700 (UK and Ireland) of the FRC. The NBA will publish the information identified to be relevant on the website. (Ref: Para. 3) . Illustration of Auditor’s Report A4. The appendix contains an illustration of an auditor’s report. NBA 5 Standard 702N Additions regarding the reporting on a complete set of general purpose financial statements at a public interest entity Appendix Example of independent auditor’s report on financial statements of public interest entities for periods ending on or after December 15, 2014 Unofficial translation (US version) For purposes of this illustrative auditor’s report, the following circumstances are assumed: The period ends on December 31; There is a group audit; The consolidated financial statements are prepared in accordance with EU-IFRS; the company financial statements are prepared in accordance with Part 9 of Book 2 of the Dutch Civil Code; There is a company; There is a Supervisory Board that acts as principal of the auditor. There are various colour blocks used in this text: -blue: standardised text; -yellow: text that may be made specific; -green: text that can be located in an Appendix to the auditor’s report or reference can be made to the NBA website: www.nba.nl/standardtexts-auditorsreport . NB THIS AUDITOR’S REPORT SHOULD BE ADAPTED TO THE SPECIFIC SITUATION OF THE COMPANY IN ACCORDANCE WITH STANDARD 702N PARAGRAPH 6C INDEPENDENT AUDITOR’S REPORT ON FINANCIAL STATEMENTS To: The Shareholders and Supervisory Board of ABC N.V. Report on the Audit of the Financial Statements 201X Opinion We have audited the accompanying financial statements 201X of ABC N.V. (the company), based in (town/city). The financial statements include the consolidated financial statements and the company financial statements. In our opinion: The consolidated financial statements give a true and fair view of the financial position of ABC N.V. (name of the company) on December 31, 201X its financial and its cash flows in the year 201X in accordance with International Financial Reporting Standards as adopted by the European Union (EU-IFRS) and with Part 9 of Book 2 of the Dutch Civil Code. The company financial statements give a true and fair view of the financial position of ABC N.V. (name of the company) as at December 31, 201X and of its financial performance for the year 201X in accordance with Part 9 of Book 2 of the Dutch Civil Code. The consolidated financial statements comprise: 1. the consolidated statement of financial position as at December 31, 201X; 2. the following statements for 201X: consolidated statements of profit and loss and other comprehensive income, changes in equity and cash flows for the year then ended; and 3. notes comprising a summary of the significant accounting policies and other explanatory information. The company financial statements comprise: 1. the company balance sheet on December 31, 201X; 2. the company profit and loss account for the year 201X; and 3. notes comprising a summary of the accounting policies and other explanatory information. Basis for Our Opinion We conducted our audit in accordance with Dutch law, including the Dutch Standards on Auditing. Our responsibilities under those standards are further described in the “Our responsibilities for the audit of the financial statements” section of our report. We are independent of ABC N.V. in accordance with the Verordening inzake de onafhankelijkheid van accountants bij assurance-opdrachten (ViO) and other relevant independence regulations in the Netherlands. Furthermore we have complied with the Verordening gedrags- en beroepsregels accountants (VGBA). We believe the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Materiality NBA 6 Standard 702N Additions regarding the reporting on a complete set of general purpose financial statements at a public interest entity Misstatements can arise from fraud or error and will be considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. The materiality affects the nature, timing and extent of our audit procedures and the evaluation of the effect of identified misstatements on our opinion. Based on our professional judgement we determined the materiality for the financial statements as a whole at EUR X. The materiality is based on … (% to be filled in for the relevant benchmark e.g. profit, turnover or other criteria). We have also taken into account misstatements and/or possible misstatements that in our opinion are material for the users of the financial statements for qualitative reasons We agreed with the Supervisory Board that misstatements in excess of EUR Y, which are identified during the audit, would be reported to them, as well as smaller misstatements that in our view must be reported on qualitative grounds. Scope of the Group Audit ABC N.V. is at the head of a group of entities. The financial information of this group is included in the consolidated financial statements of ABC N.V. Because we are ultimately responsibility for the opinion, we are also responsible for directing, supervising and performing the group audit. In this respect we have determined the nature and extent of the audit procedures to be carried out for group entities. Decisive were, the size and/or risk profile of the group entities or operations. On this basis, we selected group entities for which an audit or review had to be carried out on the complete set of financial statements or specific items. The group audit mainly focused on significant group entities … [explain what this entails e.g. significant components as defined in Standard 600. For example components in specific countries, components with significant risks relating to valuation or complex activities]. We have performed audit procedures ourselves at group entities aaa and bbb. When auditing entity ccc, we have used the work of other auditors. At the other group entities we have performed review procedures or specific audit procedures. By implementing the procedures mentioned above- at group entities, together with additional procedures at group level, we have been able to obtain sufficient and appropriate audit evidence about the group’s financial information to provide an opinion about the consolidated financial statements. Our Key Audit Matters Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements. We have communicated the key audit matters to the Supervisory Board. The key audit matters are not a comprehensive reflection of all matters discussed. These matters were addressed in the context of our audit on the financial statements as a whole and in forming our opinion thereon and we do not provide. a separate opinion on these matters. Descriptions for key audit matters contain the following elements: A description of the key audit matter; A summary of audit procedures performed; If relevant, key observations relating to key audit matters; If relevant, references to information or notes in the financial statements. Responsibilities of Management and the Supervisory Board for the Financial Statements Management is responsible fo rthe preparation and fair presentation of the financial statements in accordance with EU-IFRS and Part 9 of Book 2 of the Dutch Civil Code, and for the preparation of the management board report in accordance with Part 9 of Book 2 of the Dutch Civil Code. Furthermore, management is responsible for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, management is responsible for assessing the company’s ability to continue as a going concern. Based on the financial reporting frameworks mentioned, management should prepare the financial statements using the going concern basis of accounting unless management either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so. Management should disclose events and circumstances that may cast significant doubt on the company’s ability to continue as a going concern. The Supervisory Board is responsible for overseeing the company’s financial reporting process. Our Responsibilities for the Audit of the Financial Statements Our objective is to plan and perform the audit assignment in a manner that allows us to obtain sufficient and appropriate audit evidence for our opinion. NBA 7 Standard 702N Additions regarding the reporting on a complete set of general purpose financial statements at a public interest entity Our audit has been performed with a high, but not absolute, level of assurance, which means we may not have detected all errors and fraud. We have exercised professional judgment and have maintained professional skepticism throughout the audit, in accordance with Dutch Standards on Auditing, ethical requirements and independence requirements. Our audit included e.g.: Identifying and assessing the risks of material misstatement of the financial statements, whether due to fraud or error, designing and performing audit procedures responsive to those risks, and obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Obtaining an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control. Evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management. Concluding on the appropriateness of management’s use of the going concern basis of accounting, and based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause an the company to cease to continue as a going concern. Evaluating the overall presentation, structure and content of the financial statements, including the disclosures; and Evaluating whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. We communicate with the Supervisory Board regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant findings in internal control that we identify during our audit. We provide the Supervisory Board with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with the Supervisory Board, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, not communicating the matter is in the public interest. Report on Other Legal and Regulatory Requirements Report on the management board report and the other information Pursuant to legal requirements under Section 2:393 sub 5 at e and f of the Dutch Civil Code (concerning our obligation to report about the management board report and other data), we declare that: We have no deficiencies to report as a result of our examination whether the management board report, to the extent we can assess, has been prepared in accordance with Part 9 of Book 2 of this Code, and whether the information as required under Section 2:392 sub 1 at b-h has been annexed. Further we report that the management board report, to the extent we can assess, is consistent with the financial statements as required by Section 2:391 sub 4 of the Dutch Civil Code. Engagement We were engaged by the Supervisory Board as auditor of ABC N.V. on [dated-mm-yy], as of the audit for year X and have operated as statutory auditor ever since that date. Place, date ... (Name of Audit firm) ... (Name statutory auditor and signature) NBA 8