www.pwc.com/th IFRS - International financial reporting language for investors Nangnoi Charoenthaveesub 10 January 2011 Agenda 1. IFRS - The global phenomenon 2. Thai Responses to IFRS 3. Potential IFRS impacts 4. Investor relations - Dealing with challenges IFRS for IR PwC January 2011 2 IFRS - The global phenomenon PwC 3 What is IFRS? IFRS is the name of the international accounting standards set by the International Accounting Standards Board (IASB) for the purpose of developing a set of accounting standards accepted and complied with on a global basis. IFRS for IR PwC January 2011 4 Key features and benefits of IFRS Key features of IFRS • Principle - based • Focus on Balance Sheet • Fair Value Accounting Improved Transparency in the business performance (accepted by all major markets) Improved comparability (peer comparison on a global basis) More extensive disclosures • Comparison of financial performance across boundaries • More transparency and comparability • Ability to raise funding at a cheaper cost • Better information for strategic investment decision making IFRS for IR PwC January 2011 5 IFRS - A global phenomenon More than 100 countries require, permit or are converging to IFRS The World's Top 15 Stock Exchanges by Domestic Market Capitalisation - September 2010 Stock Exchange to IFRS IFRS adoption plan Americas 2015 or 2016, subject to decision made in 2011 NASDAQ OMX Americas 2015 or 2016, subject to decision made in 2011 London SE Group EAME 2005 Tokyo SE APAC 2015 or 2016, subject decision made in 2012. NYSE Euronext (Europe) EAME 2015 or 2016, subject to decision made in 2011 Hong Kong Exchanges APAC 2005 Shanghai SE APAC Substantially converged national standards TSX Group Americas 2015 or 2016, subject to decision made in 2011 Bombay SE APAC 2011 National Stock Exchange India APAC 2011 BM&FBOVESPA Americas 2015 or 2016, subject to decision made in 2011 Australian SE APAC Deutsche Börse EAME 2005 BME Spanish Exchanges EAME 2008 SIX Swiss Exchange EAME Not yet announced NYSE Euronext (US) Countries that require, permit or are converging Economi c area 2005 Source: www.pwc.com Update: January 2010 Source: World Federation of Exchanges IFRS for IR PwC January 2011 6 Thai Responses to IFRS PwC 7 IFRS adoption in Thailand Partial IFRS financial statements starting from Q1’2011 Comparative figures required for 2011 financial statements Date of IFRS transition 1 Jan 2010 IFRS for IR PwC 23 revised & 5 new accounting standards - effective 1 Jan 2011 onwards Full IFRS financial statements starting from Q1’2013 4 revised & 4 new accounting standards - effective 1 Jan 2013 onwards 8 Thai GAAP moves towards IFRS Effective for annual periods beginning on or after 1 January 2011 Revisions with no significant changes Revisions with changes in some principle No existing TASs/TFRSs Accounting Framework TAS 1: Presentation of FS TAS 19: Employee benefits TAS 2: Inventories TAS 7: Cash flow statements TAS 8: Accounting policies, changes in accounting estimates and errors TAS 16: Property, plant and equipment TAS 26: Accounting & reporting by retirement benefit plans TAS 10: Events after the reporting period TAS 24: Related party disclosures TAS 11: Construction contract TAS 17: Leases TAS 18: Revenue TAS 34: Interim financial reporting TAS 37: Provisions, contingent liabilities and contingent assets TAS 29: Financial Reporting in Hyperinflationary Economies TAS 23: Borrowing costs TFRS 2: Share-based payment TAS 27: Consolidated and separate FS TFRS 6: Exploration for and evaluation of mineral resources TAS 28: Investment in associates TAS 31: Interests in joint ventures TAS 33: Earnings per share TAS 36: Impairment of assets TAS 38: Intangible assets TAS 40: Investment property TFRS 3: Business combinations TFRS 5: Non-current assets held for sale and discontinued operations IFRS for IR PwC January 2011 9 Thai GAAP moves towards IFRS Effective for annual periods beginning on or after 1 January 2013 Revision s with changes in some principle TAS 20: Accounting for government grants & disclosure of government assistance* TAS 21: The effects of changes in foreign exchange rates* TAS 32: Financial instruments: presentation TFRS 8: Operating segments No existing TASs/TFRSs TAS 12: Income taxes* TAS 39: Financial instruments: recognition & measurement TFRS 4: Insurance contracts TFRS 7: Financial instruments: disclosure Not yet specify effective date TFRS 1: First-time adoption of TFRSs TAS 41: Agriculture Remark: * Announced in the Government Gazette IFRS for IR PwC January 2011 10 Thai GAAP moves towards IFRS Interpretation with the effective date during 2011 - 2013 IFRIC 1: Changes in existing decommissioning, restoration and similar liabilities IFRIC 2: Members’ shares in cooperative entities and similar IFRIC 4: Determining whether an arrangement contains a lease IFRIC 5: Non-current assets held for sale and discontinued operations IFRIC 8: Scope of IFRS 2 (Share-based payment) IFRIC 9: Scope of IFRS 2 IFRIC 10: Interim financial reporting and impairment IFRIC 11: IFRS 2 – Group and treasury share transactions IFRIC 12: Service concession arrangements IFRIC 13: Customer loyalty programmes IFRIC 14: The limit on a defined-benefit asset, minimum funding requirements and their interaction IFRIC 15: Arrangements for the construction of real estate (effective 1 January 2011) IFRIC 16: Hedges of a net investment in a foreign operation IFRIC 17: Distributions of non-cash assets SIC 10: Government assistance – No specific relation to operating activities SIC 12: Consolidation – Special-purpose entities SIC 13: Jointly controlled entities – Non-monetary contributions by venturers SIC 15: Operating leases – incentives SIC 21: Income taxes – recovery of revalued Non-depreciable assets SIC 25: Income taxes – changes in the tax status of an entity or its shareholders SIC 27: Evaluating the substance of transactions involving the legal form of lease SIC 29: Service concession agreements: Disclosure SIC 31: Revenue – Barter transactions involving advertising services SIC 32:Intangible assets – Web Site Cost IFRS for IR PwC January 2011 11 Potential IFRS impacts and key challenges PwC 12 IFRS business transformation Challenges you will face…… Scope & magnitude of change • Understand full impact on organisation • Identify required resources Governance & compliance • Set up IFRS project governance structure • Regular update to management Change management Stakeholder engagement •Identify impacted stakeholders (internal & external) • Develop communication plan • Education programme Sustainability • Understand impact on people, process and IT • Minimise lost opportunities to embed change • Take opportunity of IFRS change into long-term finance & operational effectiveness IFRS for IR PwC January 2011 13 Potential areas of impact by IFRS Conceptual Conceptual illustration illustration High Financial Statements Impact Investments, consolidation (IAS27/28, SIC12) Business combination (IFRS3) Employee benefits (IAS19) Share based payment (IFRS 2) Assets disposals and discontinued operation (IFRS5) Impairment of assets (IAS36) Leasing (IAS17) Fixed assets and investment property (IAS16, 40) Income taxes (IAS12) Revenue recognition & points (IAS18) Functional currency (IAS21) Exploration for and evaluation of mineral resources (IFRS6) Financial statement presentation and disclosure (IAS1) Business/Operational Impact Financial instruments IAS39 (IFRS9) Segment Financial instruments (IAS32,IFRS7) Financial impact High Disclosure IFRS for IR PwC Remark: For information purposes only, this may vary from client to client January 2011 14 Profit and loss impact For For illustrative illustrative purpose purpose only only 3,982 (I) (A) Cost of sales (500) (E), (F) Gross profit 3,482 Consolidated statement of income Sales Selling & adminstrative expenses Operating income Non operating income Non operating expenses Extraordinary loss Extraordinary expense Profit before tax Income taxes - deferred Minority interest Net income (1,716) (B),(C),(D),(E), (F),(G),(H) 1,766 (A) Revenue recognition/points:- 1. Gross vs. net 2. Bundle sales arrangement 3. Timing of recognition (shipment→delivery) 4. Calculation of interest income (effective interest method) (B) Business combination and Intangible assets:- 1. Goodwill valuation and termination of amortisation 2. Timing of adoption (C) Leases:- 1. Capitalisation of off-balance leases 2. Determination of transactions deemed to be leases 3. Operating leases incentive 46 (42) (G) 74 Removed (98) Removed 1,746 (6) (D) Tangible assets:- 1. Component accounting 2. Asset retirement obligations 3. Valuation of investment property 4. Impairment of assets (E) Provisions: - 1. Liability reserve for insurance companies 2. Adjustment to provision for loss on interest payment 3. Employee benefit obligation (5) (F) Stock options:- 1. Application of fair value accounting 2. Treatment of cancelled stock option 1,735 (G) Capitalisation of borrowing cost (I) Scope of consolidation 1. Consolidation of operating entities 2. Consolidation of SPEs (H) Financial instruments:- 1. Classification 2. Measurement 3. Hedge accounting 4. Gross/net presentation IFRS for IR PwC January 2011 15 Change in presentation Statement of comprehensive income Consolidated statement of income Sales 3,982 Cost of sales (500) Gross profit 3,482 Selling & adminstrative expenses Operating income Non operating income Non operating expenses Extraordinary loss Extraordinary expense Profit before tax Income taxes - deferred Minority interest Net income For For illustrative illustrative purpose purpose only only (1,716) 1,766 46 (42) 74 (98) 1,746 (6) (5) 1,735 Continued operations Sales Cost of sales 2,878 599 Gross profit Selling, general and administrative expenses Other operating income (expense) 2,279 1,755 (14) Operating income Financial income Financial expense Equity in earnings of unconsolidated subsidiaries and affiliates 510 10 35 5 Profit before tax Income tax expense Net profit from continued operations 490 (89) 579 Discontinued operations ━ Loss on discontinued operations Net income Other comprehensive income Comprehensive income IFRS for IR PwC 579 (1) 578 January 2011 16 For For illustrative illustrative purpose purpose only only Balance sheet impact Consolidated balance sheet Assets (J) Current assets 18,141 (A) Fixed assets 2,239 (B),(C) Intangible assets 2,212 (D) Total assets (A) Financial instruments:- 1. Classification 2. Measurement 3. Hedge accounting 4. Gross/net presentation (B) Tangible:- 1. Component accounting 2. Asset retirement obligations 3. Valuation of investment property 4. Impairment of assets (C) Leases:- 1. Capitalisation of off-balance leases 2. Determination of transactions deemed to be leases 22,592 Liabilities Current liabilities Long term liabilities (including reserve required under the special law) Total liabilities 15,670 (E),(F),(G),(H) 4,736 (E),(F),(G),(H) (E) Corporate income taxes:- 1. Collectability of deferred tax assets 2. Tax effect of deferred income on investments 20,406 Shareholders' equity Paid-in capital 2,076 Capital surplus (F) Reserve for service points:- Measured at fair value and deducted from sales 159 Retained earning (214) Valuation and translation adjustments 12 Share subscription rights 6 Minority interests (I) 147 Total shareholders' equity 2,186 Total liabilities and shareholders' equity (D) Business combination and Intangible assets:- 1. Goodwill valuation and termination of amortisation 2. Timing of adoption (G) Provisions:- 1. Liability reserve for insurance companies 2. Adjustment to provision for loss on interest repayment 3. Employee benefits obligation 4. Decommissioning provision (H) Employee benefits:- 1. Recording of vacation accrual 2. Transfer to tax-qualified pension plan 3. Recording of retirement benefit obligation 22,592 (I) Stock options:- 1. Application of fair value accounting 2. Treatment of cancelled stock options IFRS for IR PwC (J) Scope of consolidation 1. Consolidation of operating entities 2. Consolidation of SPEs January 2011 17 IFRS case study: Volkswagen Reasons for the change from German Commercial Code to IFRS in 2001: • International principles • Easier to access to international capital markets • Contribute to IFRS development • Great international opportunities Key project components • Detailed project planning • Knowledge transfer • Education and training across the group • Market communications Source: PwC IFRS transition IFRS for IR PwC January 2011 18 IFRS case study: Volkswagen Key results: • Opening group capital and reserves @ 1 Jan 2000 was - under IFRS € 20.9bn vs. under German GAAP € 9.8bn Reconciliation of the capital and reserves to IFRS Capital and reserves according to the German Commercial Code as at 1 January 2000 Capitalisation of development costs Amended useful lives and depreciation methods in respect of tangible and intangible assets Capitalisation of overheads in inventories Differing treatment of leasing contracts as lessor Differing valuation of financial instruments Effect of deferred taxes Elimination of special items Amended valuation of pension and similar obligations Amended accounting treatment of provisions Classification of minority interests not as part of equity Other changes Capital and reserves according to IFRS as at 1 January 2000 € Million 9,811 3,982 3,483 653 1,962 897 -1,345 262 -633 2,022 -197 21 20,918 Source: PwC IFRS transition IFRS for IR PwC January 2011 19 Investor relations - Dealing with challenges “One sure sign of good IFRS communication efforts is the lack of adverse share price reactions when earnings announcements come out” Peter Elwin, head of accounting and valuation research for Londonbased Cazenove. PwC 20 Investor relations - Dealing with challenges IFRS for IR PwC January 2011 21 Case: Royal Dutch/Shell Group Companies Reporting under IFRS both quarter and annual result, starting from the 1st quarter of 2005 November 2004 Presented to analysts regarding • IFRS conversion plan and progress • Key changes in accounting policies • Rational in accounting policies adoption • Impacts from individual accounting policies • Reconciliation of opening balance as at 1/1/2004 from existing GAAP to IFRS Source: www.shell.com IFRS for IR PwC January 2011 22 Case: Royal Dutch/Shell Group Companies April 2005 Published 2004 results under IFRS (which will be the comparative data presented in its 2005 quarterly and annual report) • Reconciliation to 2004 financial statements from existing GAAP to IFRS • Impacts from IFRS arise from first time adoption choices and differences in accounting policies and in presentation format between US GAAP and IFRS. • Explanation for key changes in financial statements • Description of key changes to the financial statements under IFRS • Main reasons for changes in earnings by industry segment under IFRS Source: www.shell.com IFRS for IR PwC January 2011 23 Case: Royal Dutch/Shell Group Companies IFRS for IR PwC Source: www.shell.com January 2011 24 Case: Royal Dutch/Shell Group Companies IFRS for IR PwC Source: www.shell.com January 2011 25 Illustrative for Thai case PwC 26 1. Overall reporting For For illustrative illustrative purpose purpose only only • New version of TAS and TFRS implementation as at 1 January 2011 and one year comparative figures • Q1’2011 will be reported under new version of TAS and TFRS • The 2011 Financial Statements and Annual Report will be under new version of TAS and TFRS consolidated financial statements IFRS for IR PwC 2. Significant changes January 2011 27 For For illustrative illustrative purpose purpose only only • TAS 1: Presentation of FS • TAS 16: Property, plant and equipment • TAS 19: Employee benefits • TAS 21: The effects of changes in foreign exchange rates • TAS 23: Borrowing costs • TAS 36: Impairment of assets • TAS 40: Investment property • TFRS 3: Business combination IFRS for IR PwC January 2011 28 3. Highlights For For illustrative illustrative purpose purpose only only • Overall impact limited to a few key areas • No impact on Group cash • Opening balance sheet as at 1 January 2010 • reduction in net assets of Baht 210 million • increase in provision for liabilities of Baht 210 million IFRS for IR PwC January 2011 29 4. Accounting policy choices - IAS 19 Choices Decisions Four options: Option 2 chosen 1.Retrospective adjustment 2.Adjust to opening retained earnings 3.Recognise as an expense in the current period 4.Amortise over 5 years •Adjust to opening retained earning IFRS for IR PwC For For illustrative illustrative purpose purpose only only Financial impact • Open time reduction in opening net assets for Baht 210 million January 2011 30 5. Key policy implications - IAS 16 Policy For For illustrative illustrative purpose purpose only only Key implication 1. Component accounting • Component approach is already in place and is reviewed to ensure IFRS compliance - no expected to result in any significant financial impact 2. Decommissioning • Expected no significant financial impact 3. Etc…….. IFRS for IR PwC January 2011 31 Summary From PwC’s experience, we recommend Develop communication strategy • Think about - When should information be released - How your stakeholders will respond to your information and competitors Provide clear, concise communication of the changes at your earliest opportunity • Minimise individual interpretations and eliminate misunderstanding Present accurate information • Provide accurate, robust and supportable information • Do sufficient level of due diligence Demonstrate in depth knowledge of IFRS • Clearly communicate how and why the adjustments are recorded • Provide transparency to the decision - making process • Develop and demonstrate deep understanding of IFRS Explain the impact on KPIs • Discuss impact of IFRS on KPIs •Reconcile new KPIs to old KPIs to show you are not shifting the goal IFRS for IR PwC January 2011 32 Thank you © 2011 PricewaterhouseCoopers ABAS Ltd. All rights reserved. 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