EFRAG - TEG UPDATE SEPTEMBER 2005 ______________________________________________________________________ Summary of EFRAG CFSS and TEG meeting September 2005 EFRAG’s Technical Expert Group (TEG) met on Monday 5 th September with the European National Standard Setters in EFRAG’s Consultative Forum of Standard Setters (CFSS) and discussed the following topics: o European developments – Pro-active accounting activities in Europe o IASB work programme o Exposure Drafts on Business Combinations Phase II o Conceptual Framework o IASB technical correction policy On Tuesday 6th and Wednesday 7th September EFRAG held its monthly TEG meeting and discussed the following topics: o IFRS 7 Financial Instruments: Disclosures o Amendment to IAS 39 and IFRS 4: Financial Guarantee Contracts o IFRIC 6 Liabilities arising from Participating in a Specific Market—Waste Electrical and Electronic Equipment o Amendments to IFRS 6 and IFRS 1 o Revenue Recognition o Equity – Liabilities o IASB work programme o Consolidation o EFRAG meeting dates 2006 _____________________________________________________________________________ CFSS Meeting In the meeting with National Standard Setters (NSS) EFRAG discussed European developments – Pro-active Accounting Activities in Europe and potential agenda items for the pro-active accounting work that Europe will be carrying out to improve Europe's contribution to the global debate on international standards. The work will be organised by EFRAG and NSS in Europe jointly so as to use the resources currently allocated by EFRAG and the NSS to proactive work more efficiently and effectively. In a co-ordination meeting it had been tentatively agreed to start work on the following key projects: Equity – Liabilities (lead by staff of the German GASB) Pensions (lead by staff of the UK ASB) Conceptual Framework (lead by staff of the French CNC) Consideration was still being given to the possibility of staff of the Spanish ICAC and EFRAG leading a project on performance reporting. The next step is to agree on project plans for the projects, and a key element of those plans will be the arrangements to be made to ensure that there is an appropriate European dimension to the work. Consideration would then be given to taking on additional projects. Participants supported the decisions taken and a number of NSS indicated their interest in participating actively in the work. Regular updates will be provided in future meetings. 1 EFRAG - TEG UPDATE SEPTEMBER 2005 The IASB Work Programme was discussed. It was noted that the programme focuses on the priorities for achieving convergence between IFRS and US GAAP and EFRAG had been asked by the Commission for their views on whether the priorities are right from a European perspective. Participants broadly agreed with the projects on the agenda, although they believed: a project on Service Concessions should be added as proposed by EFRAG at an earlier stage; there remained a need for a Bus Coms 3 project to address some of the issues not yet satisfactorily addressed in Bus Coms 1 and 2; and some were not convinced that a sufficiently strong case had been made for the changes that are being proposed in the Bus Coms 2 project. Participants questioned some of the proposed priorities given to projects. It was thought that the Conceptual Framework project (particularly the recognition and measurement aspects) should be given a higher priority, as should the project on Pensions. It was also emphasised that the longterm projects on Insurance Contracts, Extractive Industries, SMEs were also a high priority for Europe. At the same time it was noted that the IASB’s resources are limited and that the longterm projects were complex, so it would be difficult to bring forward their completion. The IASB jointly with the FASB has issued Exposure Drafts on Business Combinations including proposed amendments to IFRS 3 Business Combinations, IAS 27 Consolidated and Separate Financial Statements, and IAS 37 Provisions, Contingent Liabilities and Contingent Assets including IAS 19 Employee Benefits. EFRAG in early August issued a draft comment letter for public comment and the NSS were invited to provide some first reactions to the draft. Overall there was broad support for the general line taken by EFRAG with the following additional suggestions: EFRAG might consider trying to alter the tone of the draft letter. For example, the letter would be more valuable to the IASB if alternative suggestions would be added in areas where EFRAG disagrees with the proposals made. It might be preferable if comments regarding process were gathered together and dealt with separately from technical comments, because the messages were different. Some of the wording seemed to implicitly criticise the objective of converging accounting in this area. As that was not the intention, the wording should be revisited. The wording regarding the move to an economic entities concept should be revisited. It was stressed that this project is interrelated with a number of other projects—e.g. Conceptual Framework and the project on control—and this needed to be taken into account by the IASB. EFRAG welcomed the comments provided and encouraged standard setters to provide additional written input to EFRAG as soon as possible for the finalisation of the letter. It was agreed to consider preparing a supplementary draft comment letter to address the suggestions made. EFRAG will finalise its views end of October. In the CFSS meeting the latest tentative decisions taken by the IASB and FASB in their Conceptual Framework project were discussed. A majority felt that stewardship and accountability are an important objective of financial reporting, separate from the objective of providing decision-useful information. It was also thought that a better explanation of the meaning of ‘representational faithfulness’ would be helpful. EFRAG will continue to monitor the developments in this project. 2 EFRAG - TEG UPDATE SEPTEMBER 2005 The IASB Technical Correction Policy, which was published by the IASB for comment within a 30-day period, was discussed. Participants expressed concern about the short comment period proposed for technical corrections, particularly bearing in mind the proposed definition of a technical correction. It was suggested that a narrower definition should be used. Concerns were also raised about the impact and scope of the labels used for several types of corrections, e.g. editorial changes. Whilst there was support for a process and policy on corrections there was a request for a clearer explanation of the policy’s limitations. The next meeting of the CFSS will take place on 7 December 2005. TEG Meeting EFRAG discussed a draft endorsement letter on IFRS 7 Financial Instruments: Disclosures. While noting certain imperfections in the new standard, overall EFRAG considered it an improvement on the current IFRS disclosure requirements for financial instruments. It was agreed that the draft letter should recommend endorsement. EFRAG discussed whether endorsement in 2005 would be helpful and, if it would, how that might be achieved. It was agreed that it would be helpful because some European companies wished to apply the new standard in 2005. It was therefore agreed that the draft endorsement advice should be subject to a shorter comment period so that EFRAG could provide the ARC with a final advice for the upcoming meeting on 7 October. It was agreed that the same procedure should be applied to the EFRAG consultation on the separate draft endorsement letter on the related amendments to IAS 1 Presentation of Financial Statements that are being made as part of the project. Those amendments relate to the disclosure of information regarding externally-imposed capital requirements. The disclosures were originally intended to be part of IFRS 7 but the IASB decided, in finalising the Standard, to include the requirements in IAS 1. It was agreed that the draft letter should recommend endorsement. Both draft letters can be downloaded from the EFRAG website www.EFRAG.org. In August the IASB issued amended requirements for financial guarantee contracts in the form of limited amendments to IAS 39 Financial Instruments: Recognition and Measurement and IFRS 4 Insurance Contracts. The amendments are intended to ensure that issuers of financial guarantee contracts include the resulting liabilities in their balance sheet. Issuers must apply the amendments for annual periods beginning on or after 1 January 2006, although earlier application is encouraged. EFRAG discussed the amendments and agreed to issue for comment a draft endorsement letter supporting endorsement. The draft can be downloaded from the EFRAG website www.EFRAG.org. EFRAG has finalised its preliminary views regarding endorsement of IFRS 6 Liabilities arising from Participating in a Specific Market - Waste Electrical and Electronic Equipment. There was broad support for the interpretation, which provides guidance on the accounting for liabilities for waste management costs and in particular on when certain producers of electrical goods will need to recognise a liability for the cost of waste management relating to the decommissioning of waste electrical and electronic equipment (historical waste) supplied to private households. EFRAG wishes to provide its endorsement advice to the European Commission early in October. For that reason, it agreed that the comment period for EFRAG draft endorsement advice letter on this interpretation should be shorter than the usual one month period and should run until 30 3 EFRAG - TEG UPDATE SEPTEMBER 2005 September 2005. It was agreed that the draft letter should recommend endorsement. The draft letter can be downloaded from www.EFRAG.org . EFRAG finalised its endorsement advice on Amendments to IFRS 1 First-time Adoption of IFRSs and IFRS 6 Exploration for and Evaluation of Mineral Resources based on the comments received. EFRAG and commentators welcomed the amendment, which clarifies that a first-time adopter applying IFRS 6 before 1 January 2006 would be exempted from providing comparative disclosures and also the recognition and measurement requirements of IFRS 6 for the comparative period. It was agreed that EFRAG’s advice to the Commission should be to endorse the amendment. EFRAG continued its discussions regarding Revenue Recognition. The EFRAG Revenue Recognition working group has considered the comments received from TEG on the draft EFRAG discussion paper and has prepared a critical issues paper addressing the risk and rewards concept, rights of return, divisibility of performance obligations for different contract types, treatment of creation contracts, construction contracts and multiple-element contracts. The paper was discussed, and various suggestions made. The working group will continue to develop certain areas of the draft discussion paper based on the input received but it was agreed to speed up the process in order to finalise the draft paper in the near future and make it ready for a public consultation in order to stimulate the debate. EFRAG’s objective is to develop a useful and balanced discussion paper which should feed in the IASB process to develop a new standard for revenue recognition. EFRAG discussed the proposed joint IASB and FASB convergence project on the balance sheet classification of Equity and Liability. The project will build on a long-term project that FASB has been working on for some years. FASB completed Phase 1 of its project in 2003 with the publication of SFAS 150 Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity. It has recently issued a Milestone Draft setting out the tentative conclusions it has reached to date on Phase 2. That draft will be developed into a FASB Preliminary Views document, which will also be issued by the IASB as a discussion paper. Joint work will then commence. Although FASB’s Phase 1 work had been in the nature of a ‘quick fix’, phase 2 was intended to involve a fundamental review of the whole issue, resulting if necessary in amendments to the existing definitions (and therefore to the Framework). The key objective was to develop criteria that result in consistent balance sheet classification for equity versus other instruments and replace current literature on the issue in IFRS and US GAAP. The Milestone Draft deals exclusively with what FASB calls ‘single component instruments’. The definition and treatment of multiple-component instruments will be considered next. Under all existing Frameworks, equity is defined as a residual interest; as any balance sheet credit that does not contain an obligation that falls within the definition of a liability. In contrast, the Milestone Draft reports that FASB’s tentative thinking now is that a so-called OwnershipSettlement Approach to classification is needed. In other words, the classification is determined by whether that instrument has a settlement obligation (other than obligation to pay dividends or interest) and is an ownership instrument. EFRAG TEG members welcomed the project, but expressed some concerns about aspects of the Milestone Draft, including the extent to which it appeared to rely on rule rather than principles. It was seen as particularly important that FASB’s thinking is allowed to develop to address the settlement obligation underlying interest and dividends before judging its merits. It was thought a pity that the Draft did not contain an explanation of the reasoning behind the tentative conclusions reached, which made it difficult to judge what FASB considered the objective of the classification to be. 4 EFRAG - TEG UPDATE SEPTEMBER 2005 EFRAG discussed the IASB Work Programme in the light of the comments made at the CFSS meeting. TEG members shared the comments made by the NSS about the proposed content of the programme, even though it involved almost every aspect of the financial statements— although some members saw the pensions project as more about improving US GAAP and converging it to IFRS than about changing IFRS. TEG members expressed some concern about how the IASB proposed to deal with the links between the various projects. For example, they believed it essential that there is a proper debate about the various conceptual issues relating to measurement before the IASB proposes any other significant changes to the measurement requirements in IFRS. Until that debate takes place, commentators would continue to raise the same concerns each time the IASB proposes the use of a fair value measure. For that reason, aspects of the Framework project needed to be speeded up. It would also be nice, but probably unrealistic, if the completion of some of the other long-term projects—such as extractive industries and insurance—could be brought forward, because the existing standards were unsatisfactory. TEG members expressed some concerns about the pace of change proposed by the IASB. It has been asking a lot of European companies to keep up with all the material the IASB has been issuing, and care needs to be taken to ensure that companies are not overloaded. It was noted that the IASB was planning to issue only two big standards in 2006. In the past it has been the relatively large number of minor amendments and short-term convergence amendments to standards that has given the impression of continual change, and generally speaking preparers have been very keen to have at least the minor amendments. EFRAG agreed that this was an issue that needed to be kept under careful review. EFRAG discussed the IASB project on Consolidation, which was started in June 2003. IAS 27 already adopts a control approach, but it has a number of weaknesses. One of those weaknesses is that it has had to be supplemented by SIC-12 in order to ensure that SPEs are consolidated where appropriate. The IASB is determined that any new standard it develops should apply both to the consolidation of ‘normal’ subsidiaries and to the consolidation of SPEs. By November 2004, the IASB had progressed sufficiently to ask staff to start developing a draft accounting standard. At its July 2005 meeting, the Board considered papers that summarised the decisions taken to date, some of the issues that would need to be addressed before an exposure draft would be ready, and a draft project plan that envisaged an exposure draft being issued in Q2 2006 and a final standard issued in summer 2007. EFRAG considered the decisions taken to date by the IASB in order to formulate an early stage view. Key issues discussed covered the new working definition of control. The elements of control of an entity vs. control of an asset, the power criterion including options to access power and the role of benefits flowing from the entity as part of the control definition were all discussed. It was concluded that usefulness of the information should be the main objective and the SPE aspect is key to an improved control concept. Concerns were expressed about some of the implications of the suggestion that a minority shareholder could have control if the other shareholders are dispersed and not organised. The EFRAG TEG meeting dates for 2006 have been tentatively agreed. After final approval they will be communicated on the EFRAG website www.EFRAG.org . The next EFRAG TEG meeting will take place on 3 to 5 October 2005 in Brussels. EFRAG - European Financial Reporting Advisory Group Avenue des Arts 13-14 Tel. +32 (0)2 210 44 00 info@efrag.org B-1210 Brussels Fax. +32 (0)2 210 44 01 www.efrag.org 5