PwC’s Business School2018 Finance AcademyCurriculum

www.pwc.com/ng

International Public Sector Accounting Standards (IPSAS)

Book keeping and Accounting to Trial Balance Skills

IPSAS have been developed to enhance the quality, consistency and transparency of public sector financial reporting worldwide. IPSAS issued by the International Public Sector Accounting Standards Board (IPSASB), are cash-based standards and accruals standards used for the preparation of general purpose financial statements by governments and other public sector entities around the world.

The learning outcomes for this course will enable participants to:Ÿ Identify the benefits of IPSAS adoption

for the Organization and for stakeholders.

Ÿ Identify the major financial reporting changes resulting from IPSAS.

Ÿ Describe the integration among various functions of the Organization necessary for IPSAS implementation

Ÿ Describe major benefits and challenges of accounting on an accrual basis.

Ÿ Identify areas of the Organization that will be impacted by the change to accrual accounting.

Ÿ Understand the objective of General Purpose Financial Statements.

Ÿ Identify how IPSAS will affect budgeting.

At the end of the training participants will be able to;Ÿ Apply the essential numerical skills

required for book keeping and accounting

Ÿ Identify Key steps in the bookkeeping and accounting process up to trial balance.

Ÿ Record transactions in the appropriate ledger accounts using the double-entry bookkeeping system

Ÿ Balance off ledger accounts at the end

Ÿ Introduction - First time adoption, transition and implementation

Ÿ The Conceptual Basis of Government Accounting

Ÿ Reporting on the full cash basis (IPSAS statement: Financial Reporting under the Cash Basis of Accounting)

Ÿ Progress towards accrual accounting

Ÿ IFAC

Ÿ Financial reporting

Ÿ Auditing

Introduction to IPSAS

Ÿ Brief History

Ÿ Overview

Ÿ Book keeping vs Accounting

Ÿ Invoice - what it represents - Importance of an invoice - Details in an invoice - Credit note - Preparation of credit note

Ÿ Relationship between book keeping and Accounting

Ÿ Purchasing Process - Overview - Organization of purchasing - Supplier relationship management - Documents involved in purchase process

Introduction to Book keeping and Accounting

Sales and Purchases

Why the need for IPSAS

Implementation of IPSAS

Specific IPSAS rules

Ÿ Transition from Cash to Accrual Accounting by Governments

Ÿ IPSAS Implementation– Issues and Impact

Ÿ The Standards

Ÿ The Unified chart of accounts

Ÿ Budgeting with IPSAS

Ÿ The GPFS

Ÿ Benefits of adopting IPSAS

Ÿ Financial statements

Ÿ IPSAS 1

Ÿ Revenues & Receivables

Ÿ PP&E

Ÿ Payables & Expenses

Ÿ Inventories

Ÿ Intangible Assets

Ÿ Leases

Ÿ Provisions, Contingent Liabilities and Contingent Assets

Ÿ Pre-Financing

Ÿ Budgeting with the National Chart of Accounts

Ÿ General Purpose Financial Statement – Cash Basis

Ÿ General Purpose Financial Statement – Accrual Basis

Ÿ Interpretation of General Purpose Financial Statement

Ÿ The Impact of IPSAS on auditors and internal control system

Ÿ The Role of ICT

Ÿ Other IPSAS statement

Ÿ Why IPSAS

Ÿ Stewardship

Ÿ Public sector Accounting

Ÿ Introduction to IPSAS standards

Ÿ Accrual vs Cash accounting

Topics

Topics

Objectives

Objectives

03

Financial Statement Analysis and Interpretation - Beginners

This course is useful and significant to a variety of users in the following ways:(a) Finance managers will understand the Concept of managerial performance, corporate efficiency, financial strengths, weaknesses and creditworthiness of the company.

(b)  Top Management will enhance their ability to measure the success of the company’s operations, appraise individual’s performance and evaluate the system of internal controls. In addition, participants will:Ÿ Develop skills to prepare pro forma

financial statementsŸ Understand financial statements line

itemsŸ Develop skills to prepare financial

statements and compute financial ratios

Ÿ Acquire skills to intrepret and analyse financial statements using ratios and formulas

of an accounting periodŸ Understand the role of accounts

receivable and accounts payable in bookkeeping and accounting.

Ÿ Record and account for sales and purchase transactions.

Ÿ Role of accounts receivable in Book keeping and Accounting

Ÿ Maintaining Property, Plant and Equipment Records

Ÿ Role of accounts payable in Book keeping and Accounting

Ÿ Maintaining Tax Records

Ÿ Financial statement analysis

Ÿ Maintaining Journals, Legders and your Trial Balance

Ÿ What is Bank Reconciliation

Ÿ Why Bank Reconciliation

Ÿ Steps to Bank Reconciliation

Ÿ Computing Reconciliatory Statements

Ÿ Interpreting financial statements

Ÿ Generally accepted accounting principles (GAAP) or IFRS                                                                    

Ÿ Interpretation of auditors report

Ÿ Overview

Ÿ Trend Analysis

Ÿ Comparative Analysis

Ÿ Assessing reporting quality - sample company case study

Ÿ Wrap-up : Overall framework for analysing financial reports

Ÿ Common size statement

Ÿ Inter firm analysis

Ÿ Cash flow analysis

Ÿ Elements of financial statements

Ÿ Overview

Ÿ In-depth assesment of elements

Ÿ Computing financial ratios

Ÿ Overview

Ÿ Assets

Ÿ Liability

Ÿ Equity

Ÿ Ratio analysis and formulas

04

Topics Objectives

Accounts Receivable and Accounts Payable

Property Plants and Equipment

Bank Reconciliations

Tax Management

Single and Double Entry

Topics Objectives

Introduction to financial reporting and analysis

Organisation of information in financial statements

Business strategy analysis

Financial analysis

Forecasting

Valuation methods and ratios

Financial Statement Analysis and Interpretation - Intermediate

Budget and Budgetary Control

This course will strengthen participants ability to conduct a critical analysis of the statement of financial position, statement of income and expenditure and cash flow statement.

Also to improve participants' ability to use ratios and other techniques to assess organization's performance that will aid management in making informed financial decisions.

This training aims to strengthen mid to senior level managers’ understanding of budgetary policies and procedures, different approaches and methods of budgeting, types of budget and how to measure effective performance in the organization.

At the end of the training participants will be able to:Ÿ Cordinate Management's plans into

congruence with the organization's overall strategy,

Ÿ Execute projects based on selected criteria

Ÿ Adopt a budget method/approach suitable for the organization budgetary process and preparation

Ÿ Prepare Budget Performance Report

Ÿ Main Financial Statements

Ÿ Interpreting financial statements

Ÿ Key components of balance sheet and income statements

Financial statements

Ÿ Budget Concepts, Policies and Procedures

Ÿ Budget Cycle

Ÿ Risk Management and Budgeting

Ÿ Top Down, Bottom up and Participatory Budgeting

Ÿ Incremental Budgeting (Traditional approach)

Ÿ Zero Based Budgeting (Phases and dynamic approach)

Ÿ Base Budgeting

Ÿ Activity Based Budgeting (ABB)

Ÿ Kaizen Budgeting

Ÿ Budget functions and Responsibility centres

Ÿ Budget Support functions and Critical Success Factors

Ÿ Introduction to Performance Management and Reporting

Ÿ Ethical Considerations in Budgeting

Ÿ Planning, Programming Budget System

Ÿ Rolling Budgets

Ÿ Performance Based Budgets

Ÿ Fixed/Flexible Budgets

Ÿ Contingency Budgets

Ÿ Practical exercise: bookkeeping entries, building a P&L and a Balance sheet

Ÿ Case Study

Ÿ Calculating cash flows (understand if a business makes or burns cash)

Ÿ Cash flow statement (Operating, Financing and Investing)

Ÿ Importance of Timing: Revenue and Expense Recognition

Ÿ Difference Between Cash Flow and Profit - A Must Know For Every Entrepreneur

Ÿ Cashflow computation : Direct and Indirect Method

Ÿ Timing of Payments: - How Many Business Owners Improve Their Cash Flow

Ÿ Revenue recognition principle (why is it important to firms?)

Ÿ Expense Recognition principle ( when to recognise expenses)

Sub-topics

Sub-topics

05

Topics

Topics

Objectives

Objectives

Understanding the bigger picture

Case study

Preparing cash flow statement

Accounting and Timing

Development and compliance with budgets (budget approach and ethical considerations)

Applying budget methods

Budgeting & Forecasting

This training aims to improve participants ability to:Ÿ Build a robust budgeting process within

their organizationŸ Identify key business driversŸ Understand the principles of financial

managementŸ Forecast results using quantitative and

qualitative methodsŸ Forecast future performance by

analyzing revenue and cost driversŸ Use effective variance reporting to

track organizational performanceŸ Make use of Excel functions and tools

suited to budget forecasting.

Topic Objectives

06

Topics Objectives

Ÿ Preparation of operating budgets (Sales Budget, Production Budget)

Ÿ Preparation of financial budgets (Budgeted Income Statement)

Ÿ Basic concepts of budgetary control

Ÿ Strategic Planning and Budget Formulation

Ÿ Process of budgetary control

Ÿ Budget Execution

Ÿ Budget Monitoring

Ÿ Budgetary variance

Ÿ Management reserve

Ÿ Budget versus actual performance measurement

Ÿ Budget revisions

Ÿ Budgeting and variance analysis

Ÿ Budget Reporting

Ÿ Budgetary Framework: A fulcrum to organisational success

Types of Budgets

Budgetary Control, applying the budgetary framework (linking strategy, Accounting, M&E, HR and Management Reporting)

Ÿ Review case study

Ÿ Build a budget example

Ÿ Flexible budget calculator; Sensitivity analysis calculator; Cash flow calculator

Ÿ Sensitivity analysis calculator

Ÿ Cash flow calculator

Class Acitivities

Ÿ Forecasting Methods

Ÿ Break-Even Analysis

Ÿ Use of Standards

Ÿ Trend Analysis and Cost Estimation

Ÿ Role of forecasts and the link to strategy

Ÿ Comparing and contrasting budgets and forecasts

Ÿ Identifying key business drivers

Ÿ The rolling forecast process

Ÿ Forecasting Methods

Ÿ Different types of reports and their use

Ÿ Developing quality commentary

Ÿ Structuring the monthly management meeting to best use the new information

Ÿ Project Planning Ÿ Direct and Indirect project costs

Ÿ Understanding time value of money

Ÿ Investment appraisal technique

Ÿ Approval for Expenditures

Ÿ Sensitivity and risk analysis

Ÿ Budget as a control tool

Ÿ Approaches to cost control

Ÿ Understanding the need or timeliness and precision

Project Budgeting

Management use of Budget and Forecast Data

Budgeting and Costing Techniques

Capital Expenditure Budgeting and Analysis

Rolling Forecasts

Cost Contol and Management Budget Reports

This course will help participants gain an indepth understanding of the objectives and features of MYBF, how to develop a guide to MTEF/MYBF preparation, understand the stages of MTSS preparation and the relationship between annual Budget and Multi Year Budget Framework.

At the end of the training participants will acquire knowledge and skills to;Ÿ Develop Expenditure Framework that

guides the spending plan across all expenditure heads within 3 financial years

Ÿ Develop MTFS models and toolsŸ Make rational budgetary decisionsŸ Conduct strategy reviews

Topics Objectives

Medium Term Expenditure Framework (MTEF) - A Way Forward/ Multi Year Budgetary Framework (MYBF)

07

Ÿ Rationale for a medium term framework

Ÿ Public planning and resource management system

Ÿ Basic principles of MTEF

Ÿ Major components of MTEF

Ÿ Major benefits of MTEF

Ÿ Best Practice

Ÿ Overview of budgeting in Nigeria Public Sectors

Ÿ Overview of the MYBF documents

Ÿ Overview of the MTSS

Ÿ Context of policy, planning and budgeting

Ÿ Responsibilities in producing MTSS

Ÿ Stages and steps in producing MTSS and complementary issues

Ÿ Strategy Preparation

Introduction to MTEF/MTSS

Ÿ Strategy Review Ÿ Practical Application (MTSS document, template, costing and scoring)

Applying the MTSS

Developing MTFS models and tools

Ÿ Fiscal framework forecasting tools

Ÿ Data requirement for MTFS and sources of data

Ÿ Overview of the model structure

Ÿ Forecasting major revenue and expenses items

Ÿ Forecasting aggregate resources using MTFF model

Ÿ Producing graphs for EFU and FS Ÿ Rolling the model

Practical Application

Advanced Excel

This course aims to help participants improve on data analytical skills and enhance basic knowledge and the use of advanced excel tools.

Ÿ Keyboard shortcuts

Ÿ Manipulating data

Ÿ Data validation

Ÿ Conditional formatting

Ÿ Pivot table

Ÿ Managing reviews and approval

Ÿ Converting texts to columns

Ÿ Consolidating data in excel

Ÿ Charts

Ÿ Using macros

Ÿ Advanced New Excel Features

Topic Objectives

Advanced Excel (Practical Session)

Financial Modelling in Excel - Basic level

Introduction

Ÿ Course Overview Ÿ Introduction to valuation

Topic Objectives

This course will explain the core elements necessary to take major business decisions and ensure risks are estimated in a cost effective way.

Financial Modelling in Excel - Intermediate level

At the end of training participants will be able to identify KPI's, define a project, analyze and deploy financial models and also become proficient in using excel key features and techniques.

Participants will gain insights into how they can take effective financial decision making using excel tools, also to determine key value drivers for developing financial models in their business operations

Financial Modelling - Intermediate Level

Modeling and projecting the financial statements

Ÿ Introduction to Excel - Intermediate course

Ÿ Excel Visual Basics for Applications (VBA) basics

Ÿ Contract-based intangible assets

Ÿ Weighted average cost of capital (WACC)

Ÿ Debt and interest schedule with a “cash sweep”

Ÿ Building an integrated cash flow model

Ÿ Technology-based intangible assets

Ÿ Developing Key Performance Indicators (KPIs)

Ÿ Challenges faced in purchase price allocation

Ÿ Modeling and projecting the financial statements

Ÿ Conclusion

Topic Objectives

Topic Sub-topics Objectives

Ÿ Introduction to key Financial statements - Income statement - Balance sheet

Ÿ Overview of financial accounting

Ÿ Introduction to management accounting

Ÿ Components of Management accounting; - Decision making, - Planning,

- Cashflow statement

Ÿ Financial accounting vs Communication of information

- Strategy, - Positioning, - Budgeting, - Directing

Finance for Non-Finance Professionals

To raise the level of financial awareness of participants and enhance their ability to use the financial information provided to make better short-term or long-term effective business decisions.

At the end of the training participants will: Ÿ Gain an understanding of business

finance and the language used by accountants and finance professionals.

Ÿ Understand basic accounting concepts and the flow of money in an organisation.

Ÿ Introduction to basic accounting concepts (Accrual Concept, Business entity concept, Money measurement concept, Going concern concept, Realisation concept, Double entry)

Ÿ Introduction to Cost accounting - Cost-volume analysis, - Contribution margin ratio

- Breakeven point

Ÿ Working Capital Management (WCM) - Overview of WCM - Components of Working Capital - Working Capital cycle

Topic Objectives

Basic financial terminologies and key accounting concepts

Key financial statements

Financial accounting

Management accounting

08

Valuation Methods

Ÿ Valuation method 1 : Comparable company analysis

Ÿ Valuation method 2 : Precedent transactions analysis

Ÿ Valuation method 3 : Discounted cash flow (DCF) analysis

Topic Objectives

Ÿ Understanding Ratio analysis - Overview of ratio analysis - Profitability - Financial strength - Operating efficiency - Shareholder

Ÿ Risk exposure - Risk exposure to financial institutions - Fraud risk - Solution to fraud risk

Ÿ Overview of budgeting - Types of budget - Approaches to budgeting

Ÿ Introduction to Treasury management

Ÿ Treasury Framework (components) - Cash management - Liquidity, planning & control

Ÿ Investment appraisal - Overview of investment appraisal

Ÿ Factors that form appraisal (finance, legal, environment, operational, social, risk)

- Cybercrime - Solution to cybercrime

Ÿ Financial performance analysis - Trend analysis - Comparative analysis - Cashflow analysis - Ratio analysis - Inter-firm analysis

- Process of preparing budget and budgetary control

- Managing interest, currency and commodity risks

Ÿ Operations and Control

Ÿ Projects

Ÿ Portofolio

Financial Statement Analysis

Budgeting

Treasury management

Introduction to Investment appraisal methods

Ÿ Understanding Financial reporting

Ÿ Accounting and reporting on a cash and

accrual basis

Ÿ Implications for accountants

Financial Reporting

09

Strategic Performance Management

The training is designed specifically for senior line managers seeking to improve their expertise in corporate strategy and performance management in the organization.

In addition, participants will acquire knowledge and competence to:Ÿ Develop corporate strategyŸ Map strategic intiativesŸ Clarify objectives Ÿ Set the right targetsŸ Review strategy formulation and

implementation processesŸ Design KPI’s to align organizational

activities with strategyŸ Evaluate performance management in

the organization

Ÿ Strategy Formulation (Mission, Vision, Core values, Goals and Objectives)

Ÿ Value Drivers

Ÿ Research approach and methods

Ÿ Data Sourcing and Data Management

Ÿ Qualitative & Quantitative techniques

Ÿ The Strategy Plan Document

Ÿ Benchmarking

Ÿ Key Performance Indicators (KPI’s)

Ÿ Define Measures and Set Targets

Ÿ Initiatives (programs, projects)

Ÿ Develop forecast models and tools

Ÿ Analysis (Practical)

Ÿ Perfomance management as part of finance

Ÿ Resource Allocation and management

Topic Objectives

Developing your Corporate Strategy

Planning and Forecasting Techniques

Strategy Implementation

Strategic Project Management

This comprehensive course has been designed to help participants develop:Ÿ Project management skills and insightsŸ Leadership skills and empower

participants with necessary tools and techniques needed to successfully deliver project timely

Ÿ Skills to manage projects effectively within any allocated budget

Topic

Topic

Objectives

Objectives

Ÿ Identify Project Management Processes

Ÿ Identify Professional and Social Responsibilities

Ÿ Use Internationally accepted terms

related to project management effectively

Ÿ Identify the Interpersonal Skills Required for a Project Manager

Ÿ Initiate projects and develop scope statements for projects

Ÿ Manage scope changes

Ÿ Examine the Project Management Context

Ÿ Examine Project Selection

Ÿ Prepare a Project Statement of Work

Ÿ Create a Project Charter

Ÿ Identify Project Stakeholders

Ÿ Scheduling projects

Ÿ How to allocate resources efficiently

Ÿ Estimating costs

Ÿ Controlling progress of delivery

Monitoring and Controlling Project Work

Ÿ Manage project risks in work environment

Ÿ Apply the basics of project procurement

Ÿ Apply the principles of team building in the workplace

Ÿ Use financial methods to assess a project

Ÿ Apply the principles of project quality management

Mitigating Project Risks

Introduction to Project Management

Initiating a Project

10

Strategic Evaluation and Control

Ÿ Monitoring

Ÿ Interpreting Results (Measure outcomes and performance)

Ÿ Mid-term Review/ Strategy Audit

Strategic Financial Planning and Implementation

This course is designed to link strategy with financial performance and operations in the organization.The training will enable participants learn the many benefits of Strategic and Financial Planning including how to:Ÿ Develop strategic leadership skillsŸ Utilization of core competencies.Ÿ Use financial methods to assess a

projectŸ Identify the SWOT position of the

organization

Ÿ The role of strategy in business and why it matters

Ÿ The ingredients of a good strategy

Ÿ Customer analysis and market segmentation

Ÿ Effective strategy making processes with proper financial planning

Ÿ The competencies of strategic leadership

Ÿ The top manager as strategist

Ÿ The CFO as strategist

Ÿ Using Scenario analysis and environmental scanning

Ÿ SWOT and other acronyms

Ÿ Analyzing the market place and the customers

Ÿ Understanding the competition

Ÿ Financial analysis: past, present, and future

Ÿ Knowing the core strengths and weaknesses of your business

Ÿ Using financial planning to prepare the ground for change in the business

Ÿ Communicating the strategy and having control points

Ÿ Overcoming internal political resistance

Ÿ Reviewing and measuring progress with proper variance analysis

Ÿ Strategy making and implementation into the role of managers

Ÿ Developing strategic leadership capability

Ÿ Creating organizational commitment to the business strategy

Ÿ Leading strategy making teams effectively

Ÿ Tools for understanding industry developments

Ÿ The core strategic financial choices for a business

Ÿ Who is responsible for strategy making and who should be held accountable?

Ÿ Corporate Culture and its effect on strategy and financial planning

Ÿ The operational manager’s role in strategy

Ÿ Identifying your core competitive advantage

Ÿ Developing Vision and Mission statements that make a difference

Ÿ Examining alternative strategies

Ÿ Creating the strategic plan

Ÿ Turnaround and corrective measures

Ÿ Managing implementation as a continuous process

Ÿ Case Study

Ÿ Incentive plans

Ÿ Balanced Scorecard and other performance management systems

Ÿ Realistic action planning

Ÿ Case study

Topic Objectives

What is strategic and financial planning?

Integrating strategic and financial planning with operational management

Using evidence for strategic and financial planning

Implementing strategic and financial plans

Becoming a leader of strategic financial planning

11

By attending this training participants will develop the competence to:Ÿ Conduct Data Analysis Ÿ Evaluate the implications of past and

future events on proposed plans and decisions

Ÿ Increase key financial and management decisions

Ÿ Generate management and financial reports

Ÿ Implement a system of reporting that contributes to the effective measurement of management's performance.

Ÿ Operational reporting

Ÿ Financial/management reporting

Ÿ Analytical reporting

Ÿ Overview of data management and analysis

Ÿ Practical Session

Data Management and Analysis

Topic Objectives

Management Reporting and Analytics

Management Reporting

Intergrated Financial Management Information System (IFMIS)

Ÿ Organizational and Managerial Responsibilities

Ÿ Impact of IFMIS on existing work practices and procedures

Ÿ Institutional technology and procedure requirements

Ÿ Introduction and Concepts

Ÿ Emerging Issues

Ÿ Emerging issues under public finance management

Topic

This course supports the successful implementation of State or Government Integrated Financial Management Information System (SIFMIS/GIFMIS), aimed to increase transparency and accountability of public financial resources. At the end of the training participants will;Ÿ Understand the IFMIS initiativeŸ Understand organizational and

managerial responsibilitiesŸ Prepare periodic progress reports on

IFMIS implementationŸ Carry out optimal IFMIS related

functionsŸ Improve efficiency and management of

public financial resources in the organization

Objectives

Overview of IFMIS

IFMIS Implementation

12

Bribery Proofing the Organisation – Tools, Techniques and Approaches

Ÿ Plan the bribery-proof organisation

Ÿ Develop anti-bribery policy

Ÿ Communicate the policies

Ÿ Enforce compliance of organisational anti-bribery rules and procedures

Ÿ Achieve due diligence with controlled organisations and business associates

Ÿ Monitor and review the anti-bribery management system

Ÿ Audit and top management review

Understanding the International Law, Conventions and Approaches To Anti-Bribery And Anti-Fraud Activities

Ÿ The OECD Anti-Bribery Convention and the United Nations Convention against Corruption

Ÿ The UK Bribery Act 2010 – bribing another person; bribing a foreign official; consequences of failing to prevent bribery

Ÿ The US Foreign Corrupt practices Act 1977 – provisions and scope; enforcement; persons subject to the Act

Ÿ Increasing individuals and the organisation’s awareness of fraud risk

Ÿ Training staff to identify and signal suspicion of procurement fraud

Ÿ Monitoring of documentation and internal audit as a control of the organisation’s attitude to fraud

Ÿ Assessing staff and their vulnerability to fraud

Ÿ Creating effective procedures and monitoring these procedures

Ÿ Creating internal barriers to collusion and cooperation that may facilitate corrupt practices

Ÿ Auditing suppliers and associated organisations for procurement fraud

Ÿ Analysing data and activities related to fraud

Building Effective Barriers to Procurement Fraud

Ÿ Developing effective and proportionate procedures

Ÿ Training personnel and suppliers who may encounter procurement fraud

Ÿ Communicating policy to all levels in the organisation

Ÿ Securing the supply chain at all stages

Ÿ Monitoring the stages in procurement from pre-qualification to use

Ÿ Achieving due diligence

Implementing Effective Anti-Fraud Controls

Combating Risk & Fraud in Procurement

Procurement fraud and bribery are the single largest area of loss for businesses and Government departments around the world. This training will prepare managers and professionals involved in all areas of the public and private sectors to recognise, combat and manage procurement fraud and bribery risks.

At the end of the training participants will acquire knowledge to:Ÿ Understand procurement fraud and

bribery-motivations and techniquesŸ Implement effective procurement

fraud controlsŸ Build barriers to procurement fraudŸ Develop anti-bribery management

systemŸ Know the international law and

commitments to anti-fraud and anti-bribery

Understanding the context and motivations behind procurement fraud and bribery

Ÿ Define procurement fraud and bribery

Ÿ Understand the motivations of individuals and organisations that engage in fraud and bribery

Ÿ Assess the costs undetected fraud and bribery to the organisation and the individual

Ÿ Recognise the role of everyone in the organisation with regard to fraud and bribery

Ÿ Public and Private sector responsibilities

Topic Objectives

13

This course is designed specifically for lawyers to strengthen their understanding of Public Private Partnership (PPP) design, agreements, and pitfalls in PPP.

Selected sessions will be combined with the Public Private Partnerships and Infrastructure Finance seminar to cover PPP design, finance, structure and a thorough examination of legal issues associated with of each stage of the PPP process.

Ÿ Fundamentals of PPP

Ÿ The services that have traditonally been provided by government

Ÿ Expected roles of the government in service delivery

Ÿ Recent trend of reforms on public service delivery

Topic Objectives

Public Private Partnership (PPP) - Financing, Projects & Contracts

Ÿ Financial & Commercial aspect of PPP (funding)

Ÿ Project planning, cost control, risk and implementation

Ÿ The concept of project finance

Ÿ Risk analysis and mitigation

Ÿ Legal structures

Ÿ Basic project documents

Ÿ Contract, regulation and dispute resolution

Ÿ Sector-by-sector analysis of PPP models and structures

Ÿ Sources of finance

Ÿ Providing credit support and security for loans

Ÿ Financial documentation

Introduction to Public service delivery and roles of Government

Basic Theories of Public Private Partnerships (Financial aspect)

PPP- Financing the Structure and Basic Techniques

This course will give participants an overview of the Islamic financial system, the core principles and basic models of Islamic finance and to establish a framework for understanding this financial system.

Ÿ Introduction to the contemporary practice of Islamic Finance and Transactions

Ÿ Modes of Financing

Ÿ Is 'riba' equivalent to interest?

Ÿ Transparency in Shari'ah- related transactions.

Ÿ Management of the components of risk in wealth management

Ÿ Money Markets

Ÿ Recession and housing wealth

Ÿ Compliance and controls

Topic Objectives

Islamic Finance

Islamic Finance

14

This course will provide the required understanding of M&E concepts and logical models. Also introduce participants to results based approach to monitoring and evaluation. At the end of the training participants will be able to;Ÿ Identify project objectives Ÿ Apply the appropriate logical model

and approach for each situation Ÿ Track progress and achievements Ÿ Measure results.

Ÿ Introduction to Monitoring and Evaluation Concepts

Ÿ Monitoring vs Evaluation

Ÿ Results Approach to Monitoring and Evaluation

Ÿ Overview Logic Models

Ÿ Developing the Logic Models/ Framework

Ÿ The M&E system

Ÿ M&E plan

Ÿ Monitoring and Evaluation (M&E) Project Cycle

Ÿ Stakeholder Identification and Analysis

Ÿ Situation Analysis

Ÿ Project Indicators, Targets and means of verification

Ÿ New M&E Approach- The theory of change

Ÿ Data gathering and reporting techniques

Ÿ Evaluation and impact studies

Ÿ Feedback and learning systems

Topic Objectives

Monitoring and Evaluation (M&E)

Principles of Monitoring and Evaluation for Results

Monitoring and Evaluation Frameworks

Monitoring and Evaluation in Practice

Ÿ Understanding shared services in the context of globalisation, different operating models and the services mix

Ÿ Understanding governance structures and operating models.

Ÿ End-to-end process mapping and efficiency

Ÿ Tools applied in shared services

Ÿ Understanding the full range of end-to-end finance processes

Ÿ Planning, analysing and reporting workforce metrics

Ÿ Approaches used to manage hardware, software and information systems

Ÿ Understanding supply chain fundamentals including sourcing, category and contract management.

Ÿ The effectiveness of outsourcing, delivering cost savings and impact on service provider selection

Ÿ Stakeholders current view on service providers and future expectations

Ÿ Organisational and operational talent challenges , shortages and solutions including automation

The strategy of outsourcing

This course explains the outsourcing and shared services market with emphasis on the current market and organizations struggling to cope with competing priorities and the best timing and methods to exploit technologies.

The training will help professionals to gain insights on the various changes to organisational operating and service delivery models and the use of shared services and outsourcing, beyond delivering cost savings and the impact on service provider selection.

Ÿ Approach to outsourcing

Ÿ Changes to organisational operating and service delivery models

Ÿ Impact of automation on service

delivery models

Ÿ Adoption levels, changes and opportunities elated to process and cognitive automation

Generic SSO controls, tools & techniques

Topic Objectives

Shared Services and Outsourcing

Overview of Shared Services and Outsourcing

15

Ÿ Overview of Cost Management

Ÿ Fixed vs variable costs: the cost-volume-profit analysis model

Ÿ Strategic cost management techniques

Ÿ Indirect vs direct costs

Ÿ Activity-Based costing

Ÿ Contribution margin analysis

Ÿ Cost drivers

Ÿ Case Study

Topic Objectives

Cost Management/Cost Optimisation

Introduction: The relevance of cost management within strategy execution

This training will broaden participants understanding of the concept of cost optimisation and how to design an effective cost management strategy and implement it effectively for the organization.

Ÿ Resource planning

Ÿ Cost estimating

Ÿ Cost budgeting

Ÿ Cost control

Cost management for budgeting purposes

Ÿ Inventory and Manufacturing costing compared

Ÿ Undercosting and overcosting

Ÿ Standard and average costing compared

Topic Sub-topics Objectives

Treasury Management and Working Capital Management

Ÿ Overview of Treasury Management

Ÿ The components of Treasury Framework

Ÿ Best practices in International Treasury and current trends

Ÿ Treasury reporting requirements

Ÿ Treasury operations and controls

Ÿ How Treasury has evolved since the financial crisis

Ÿ Preparing cash flow statements

Ÿ Foreign Exchange and Interest Rates Risk Management

Introduction to Working Capital

Ÿ Overview of working capital management

Ÿ Working capital management performance measures

Ÿ The components of Working Capital

Ÿ Working Capital Cycle

Ÿ Working Capital Versus Cash Management

Traditional vs advanced techniques in cost-control

Introduction to Treasury ManagementTreasury management is both central and critical to many of the key tasks facing a Chief Finance Officer (CFO) such as managing foreign exchange risks, ensuring availability of credit and driving working capital efficiency. The training is ideal for a CFO, new to treasury management or as a refresher to update current knowledge on treasury functions.

At the end of the training participants will:Ÿ Acquire knowledge and professional

skills of a treasury manager;

Upon completion of this course, participants will have a good understanding of IFRS requirement for business combinations and its accounting implications. Participants will also be able to conduct a purchase price allocation (PPA) for clients across the following key sectors; financial services, energy and consumer goods.

Ÿ Marketing-related intangible asset

Ÿ Customer-related intangible assets

Ÿ Develop Key Performance Indicators (KPIs)

Ÿ Contract-based intangible assetss4. Technology-based intangible assets

Ÿ Challenges faced in purchase price allocation

Topic Objectives

Purchase Price Allocation

Purchase Price Allocation in Assets

Assessing PPA from a financial point of view

16

Ÿ Analyse the changing role of treasury functions

Ÿ Examine various strategies for improving treasury operations

Ÿ Visualize further developments in treasury functions.

Ÿ Best practices in international treasury and current trends

Ÿ Effective internal controls and governance in the treasury function

Ÿ Aligning treasury strategy with organisational goals

Ÿ Treasury as strategic financial advisers to the organization

Ÿ Investment strategies

Ÿ Areas where treasury takes a leading role

Ÿ Market risk

Ÿ Liquidity risk

Ÿ Currency risk

Ÿ Management of Treasury risks in a finance function

Treasury Risk ManagementTreasury Risk Management

Treasury organisation and treasury techniques

Topic Objectives

Topic Objectives

Ÿ What is Cash Management?

Ÿ Functions of Cash Management:

Ÿ Components of Cash Management:

Cash Management Best Practices and Techniques

Overview of Cash Management

Cash flow management

Ÿ Introduction to cash flow management

Ÿ Preparing and understanding cash flow statements & financial forecast

Ÿ Linking cash flow forecasting with working capital management

Ÿ Improving cash flow management through efficient structure

Ÿ Using cash flow management to enhance shareholders value

Ÿ Introduction to cost of capital

Ÿ Weighted average cost of capital (WACC)

Ÿ Cost of debt

Ÿ Introduction: why appraise investments?

Ÿ Appraisal process

Ÿ Appraisals methodologies:

Ÿ Capital structuring

Ÿ Case study on cost of capital

Ÿ Assessing a project;

Ÿ Making the business case

This course is aimed at increasing participants understanding of the management of current assets and current liabilities. It covers planning the organization's overall level of liquidity, cash management and credit policies.

At the end of the training participants will:Ÿ Understand the concept of cash flow

life cycleŸ Understand investment appraisal from

setting up the spreadsheet to making investment decision.

Ÿ Design measures to optimize cash flow, minimize risks and maximize profits

Ÿ Prepare cash flow statements and financial forecasts for selected periods.

Financial Strategy and cost of capital

Investment appraisal and valuation

Ÿ Using ratio analysis

Ÿ Importance of working class management

Ÿ Raising finance - debt versus equity

Ÿ Weighted Average Cost of Capital (WACC)

Ÿ Banking and liquidity management

Ÿ Financial strategy and the cost of capital

Working Capital Management Performance Measures

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Topic

Topic

Objectives

Objectives

Credit Risk Management

International Financial Reporting Standards (IFRS)

Introduction to Credit Risk Management (CRM)

Conceptual Framework for Financial Reporting

Ÿ Overview of Credit Risk Management

Ÿ Credit Risk Management framework

Ÿ Risk Management Organisation (RMO)

Ÿ IFRS 1- First time adoption of IFRS

Ÿ Hierachy to set credit procedures

Ÿ Credit policy development framework

Ÿ IFRS 2- Share based payment

Ÿ Monitoring and control framework

Ÿ Types of credit risk rating processes

Ÿ IFRS 3- Business Combinations

Ÿ IFRS 8- Operating segment

Ÿ IFRS 10- Consolidated Financial Statementss

Ÿ Decision support models

Ÿ Benefits of risk rating

Ÿ IFRS 11- Joint Arrangement

Ÿ IFRS 12- Disclosure of interests in other entitiess

Ÿ IFRS 13- Fair value measurement

Credit risk ratings

Business Combinations and Presentation of Financial Statements

This course introduces advanced analytical and structuring techniques for assessing, limiting and offsetting credit risks. The training will enhance participants' ability to manage and deploy the tools used in credit risks analysis to assess individual, sector and portfolio credit risks.

This course will benefit finance and accounting professionals who require an understanding of International Financial Reporting Standards (IFRS).

Also designed to provide participants with an in-depth understanding and practical guidance in applying IFRS standards, preparing IFRS compliant financial statements and selection of appropriate accounting policies and related footnote disclosures.

Ÿ Classical approach to CRM

Ÿ IFRS 7- Financial Instruments - Disclosures

Ÿ Modern approach to CRM

Ÿ IFRS 9- Financial Instruments

Ÿ Portfolio stress testing

Ÿ Objectives of Credit Portfolio Management (CPM)

Ÿ Components of Credit Portfolio Management

Ÿ Roles & responsibilities for portfolio manager

Ÿ Portfolio performance evaluation

Ÿ Metrics for managing a portfolio

Classical vs modern approach to CRM

Financial Instruments

Credit Portfolio Management (CPM)

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Ÿ IFRS 5- Non current assets held for sale and discontinued operations

Ÿ IFRS 6- Exploration for and evaluation of mineral resources

Ÿ IFRS 4- Insurance contracts

Ÿ IFRS 15- Revenue from contracts with customers

Accounting for non-currents assets and mineral resources

Accounting for Insurance

Accounting for Revenue

Ÿ IFRS 14- Regulatory Deferral Accounts

Regulatory Accounts

Topic Objectives

Topic Objectives

Corporate Credit Analysis: Forecasting, Formulation and Analysis

Ÿ Types of borrowers and their need for financing

Ÿ Concepts of interest and principal, how calculated and charged

Ÿ Types of financing

Ÿ Cycles, bubbles, 5 Cs of credit

Ÿ Purpose, amount payback, risks

Ÿ The credit formula and its drivers over time

Ÿ Case Study: basic analysis example

Ÿ Introduction to qualitative analysis and framework (PESTER)

Ÿ Understanding strategy, competitive advantage and key success factors

Ÿ Porter’s 5 Forces, BCG model

Ÿ SWOT analysis

Ÿ Industry risk and operating environment

Ÿ Case Study: practical example

Quantitative elements

Ÿ Financial statements, with focus on cash flow

Ÿ Ratio analysis: profitability, liquidity, efficiency, leverage, market ratios

Ÿ Evaluating debt capacity, WACC approach

Ÿ Assessing stability of revenues, EBITDA, cash flow

Ÿ Credit ratings – fundamental and market-derived

Ÿ Case Study

This course will enable participants to;Ÿ Understand the contents and

relationships between, primary financial statements (income statement, balance sheet, cash flow statements), with emphasis on cash flow statements

Ÿ Evaluate the financial and strategic performance and creditworthiness of an organization

Ÿ Make informed financial decisionsŸ Identify key success factors in their

own industry sector

Getting started with credit analysis

Qualitative elements

Ÿ Preparing a financial forecast in excel

Ÿ Scenario analysis and stress testing

Ÿ Identifying funding needs

Ÿ Appropriate capital structure and financial instruments

Ÿ Credit pricing

Ÿ Terms and conditions

Ÿ Case Study: pricing a corporate facility

Ÿ Spotting early warning signs

Ÿ Leading and Lagging indicators

Ÿ Developing action plans

Ÿ Restructuring

Ÿ Case Study: distressed asset

Financial forecasting, credit structuring and safeguards

Problem credits

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Ÿ IFRS 16- Leases

Accounting for Leases

The course is aimed at exploring the financial metrics that are commonly used and also examines the financial impact of typical operating decisions and actions in the organization. By attending this training, participants will be able to:Ÿ Identify key elements of finance and

accounting relevant to good project and contract management

Ÿ Understand Time Value of Money (TVM) considerations and the importance of cash

Ÿ Identify the evaluation criteria for Requests for Authorisation (RFA)

Ÿ Apply the best practices to manage contract pricing

Ÿ Link risk to costing and performance evaluation

Ÿ Time value of money

Ÿ Discounted cash flows

Ÿ Direct vs. indirect costs

Ÿ Pricing strategy and tactics

Ÿ Profit planning

Ÿ Cost estimating

Ÿ Cost estimating methods

Ÿ Planning and scheduling

Ÿ Making sense of historical data

Ÿ Experience curves

Ÿ Introduction to cost of capital

Ÿ Weighted average cost of capital (WACC)

Ÿ Managing Risk

Ÿ Scenario and Sensitivity Management

Ÿ Fixed vs. variable vs. semi-variable costs

Ÿ Break-even analysis

Ÿ Cost-based pricing

Ÿ Market-based pricing

Ÿ Value-based pricing

Ÿ Relationship between cost estimating and pricing

Ÿ Using Excel® to analyse historical data

Ÿ Cost of debt

Ÿ Capital structuring

Ÿ Case study on cost of capital

Ÿ Earned Value Analysis (EVA)

Ÿ Variance Analysis

Ÿ Contract Terms and Conditions

Topic Objectives

Financial Management for Projects and Contracts

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Fundamentals of Finance

Contract profitability - Pricing

Cost Estimating - What works best

Asset management - Cash is

Risk management, Terms and Condition

Topic Objectives

Finance, Accounting, Modeling and Valuation

This course will strengthen participants' understanding of accounting, finance, financial modelling and valuation.

At the end of the training participants will acquire knowledge and develop skills to:Ÿ Create, analyze and forecast a

financial statement using different financial ratios/formulas

Ÿ Value companies using several different valuation methods.

Ÿ Income statement analysis

Ÿ Balance sheet analysis

Ÿ Introduction and Best practices

Ÿ Sourcing for historical data: - Introductions to investor relations (A great model data source) - SEC.Gov & Yahoo Finance are other great model resources - What quarterly earnings call & why is it important for modeling purposes

Ÿ Cash flow analysis

- Financial Modeling data source quiz

Ÿ Case study: Building a Model for Linkedn

Ÿ Financial Model exercise

Financial Statement Analysis

Financial Modeling

To increase the level of financial awareness of participants and enable them to use the financial information provided to make better short-term or long-term decisions in managing their businesses.

Ÿ Introduction and Best practices

Ÿ Discounted cash flow (DCF)

Ÿ Price to revenue

Ÿ Price to earnings and additional valuation technologies

Ÿ Introduction to formulas

Ÿ Formulas to assess financial

Ÿ Basic financial terminologies and key accounting concepts

Ÿ The key financial statements

Ÿ Business analysis and valuation

Ÿ Role of accounting in a business

Ÿ Tips, techniques and guidelines for faster collection

Ÿ Final target price calculation & “TAM Sanity Check"

Ÿ Comparing TAM to the Target price

Ÿ Exercises on using formulass

Ÿ Financial accounting

Ÿ Management accounting

Ÿ Financial reporting

Ÿ Improving performance, efficiency and accuracy in your processes

Ÿ Practice questions, examples and case studies

Topic

Topic

Objectives

Objectives

Financial Management For SMEs

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Valuation

Assessing Financials with formulas

Accounting Basics

Successful credit policy - Key elements

This course aims to provide a complete overview of the internal controls and compliance activities within an organisation.

The training will enable participants assess the appropriateness and effectiveness of company-level controls, business process controls, internal management and monitoring systems.

In addition, participants will: Ÿ Understand the importance of good

control both for business reasons and regulatory compliance

Ÿ Become aware of the regulatory environment

Ÿ Outline key types of controls including IT controls

Ÿ What is Internal Audit?

Ÿ Scope of Internal Audit

Ÿ Audit techniques and investigations

Ÿ Management of audit function

Ÿ Introduction to risk assessment

Ÿ Implementing Enterprise Risk Management

Ÿ Overview IT Auditing - IT Auditing risks

Ÿ Application of Sarbanes-Oxley (sox) act requirements

Ÿ Organizing for internal audit processes

Ÿ Strategic planning overview - Strategic plan - Organization objectives - Practice Framework

Ÿ Components of internal control

Ÿ Why is Internal Audit important to your organisation?

Ÿ Relating internal audit to external audit

- What is ERM? - Benefit of ERM to your organisation - Typical issues and challenges

- SOX requirements in respect of internal control and management responsibility. - Effects of SOX in International Stock Market

- Stakeholder Objectives - Update Mission and Vision - SWOT Analysis - Key initiatives - Factors Influencing Planning Audit work

Topic Objectives

Finance Function Effectiveness and The Role of Internal Control & Internal Audit

Internal Audit role and objectives

Internal Audit Approaches

Risk control and governance

An overview of IT Auditing

Planning Internal Audit work

Control evaluation

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Valuations and Capital Budgeting (investment appraisal)

Upon completion of this course, participants will have learnt how to design capital budgeting models and enhance their ability to deploy value creating solutions for their organization.

Ÿ Introduction to Capital Budgeting

Ÿ The importance of capital budgeting

Ÿ Capital budgeting decision tools

Ÿ Asset based finance

Ÿ Risk management in Asset management funds

Ÿ Commodities and Currencies (derivatives)

Ÿ Evaluating the desirability of an investment

Ÿ Portfolio and liquidity risk management

Ÿ Structured finance (securitization)

Ÿ Class activities

Topic Objectives

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The course objectives include obtaining a greater understanding of:Ÿ How to develop a vision and roadmap for

finance (aligning the CEO–CFO visions).Ÿ How to improve finance efficiency ( cut

out low value work, increase quality and reduce costs).

Ÿ How to improve finance effectiveness (turn finance into a valued and trusted business partner).

Ÿ How to build your team.Ÿ How to use IT to build a best practice

performance management system.Ÿ How to design and use a finance

scorecard to set goals and action plansŸ How to measure performance progress.

Technology

Ÿ Advanced data analytics and forecasting

Ÿ Robotic process automation

Ÿ Building a smarter, more forward-looking and resilient finance function

Ÿ The synthesis of Technology and People

Ÿ Cloud and SaaS

Ÿ Artificial Intelligence (AI)

Ÿ Blockchain

Ÿ Challenging the assumptions about what constitutes finance talent

Ÿ Overview Ÿ The CFO's DNA and the future of Finance

Finance Function of the Future

Topic Objectives

Finance for the future - overview

Technology

People

The CFO: Pragmatic visionary

Overview of Investment appraisal

Assessing risks in investment valuation

Derivatives and Securitization

Enterprise Performance Management (EPM): Reporting & Analytics -Module 2

Ÿ Introduction to performance reporting

Ÿ The challenge: a wide variety of

Ÿ Define targets

Ÿ Top-down/Bottom-up approach

Ÿ The PwC performance reporting pyramid (Insight, Efficiency, Governance)

Ÿ Data

Ÿ Process & people

information needs

Ÿ Harmonisation & integration of reporting processes & systems

Ÿ Key challenges to setting target

Ÿ Technology;

Topic Objectives

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Ÿ Short introduction

Ÿ Managing key risks

Ÿ Approach to responding to key risks

Ÿ Case Study - Brain teaser

Enterprise Performance Management (EPM): Reporting & Analytics - Module 1

Enterprise Performance Management (EPM) enables an organisation to drive performance excellence by translating strategy into actions.PwC advocates an integrated approach that breaks the cycle of performance management into three end-to-end processes which underpin the cycle of strategy to execution namely:Ÿ Strategy to plan, Ÿ Measure to forecastŸ Recognise to reward

Ÿ What is Enterprise Performance Management (EPM)?

Ÿ Strategy requires focus

Ÿ Formulation of SMART strategic objectives

Ÿ Translating strategic objectives to value drivers

Ÿ Case Study: Billy Inc

Ÿ Introduction to EPM framework

Ÿ Developing Key Performance Indicators (KPI's)

Ÿ Link between Business Strategy & Individual performance

Ÿ Case Study - develop KPIs

Topic Objectives

The Basics (Introduction and objectives)

SMART strategic objectives: how to define

Integrating Risk and Performance Management

Setting Target

Introduction to Performance Reporting & Analytics

The PwC Reporting Pyramid

Enablers: Performance Reporting

Ÿ Spend analytics in finance

Ÿ Best practice

Ÿ Extensible business reporting language (XBRL)

Ÿ XBRL benefits and uses for business

Ÿ XBRL implementation and readiness challenges

Ÿ Case Study

Driving financial performance through analytics

Enterprise Performance Management explores the vital link connecting strategic goals into performance targets that can be measured and managed. The course will enhance participants knowledge on how to create a competitive organisation, minimise operational risk and build a framework for performance management and control systems.

Practical guidance will be given on how to:Ÿ Create a balanced scorecard for your

organisationŸ Make the most effective choices for your

organisation that drive strategy and performance

Ÿ Improve performance reporting and analytics

Report Writing

Presenting with Impact

By attending this training, participants will acquire knowledge and develop competence to;Ÿ Gather, evaluate and analyse

informationŸ Structure materials in a logical and

coherent order Ÿ Present report in a consistent manner Ÿ Make thoughtful and practical

recommendations where required Ÿ Make appropriate conclusions

supported by findings

This training is aimed at providing participants with required skills and competence that will enhance their ability to prepare and deliver an effective presentation with greater confidence. At the end of the training, participants will learn;Ÿ New techniques to enhance existing

presentation skillsŸ How to effectively engage the audience

during presentationŸ How to present with greater impact

and conviction

Ÿ Formal Reports

Ÿ Title page

Ÿ Acknowledgement

Ÿ Contents page

Ÿ Abstract

Ÿ Descriptive writing

Ÿ Analytical Writing

Ÿ Discursive Writing

Ÿ Informal Reports

Ÿ Introduction

Ÿ Body

Ÿ Conclusion

Ÿ References

Ÿ Factual Writing

Ÿ Explanatory Writing

Topic

Topic

Objectives

Objectives

Components of a Report

Styles of Report Writing

The Eight step approach

Ÿ Know your audience

Ÿ Know your purpose

Ÿ Structure the body of your presentation

Ÿ Plan how you will start your presentation

Ÿ Plan how you will end your presentation

Ÿ Prepare your visual aids

Ÿ Anticipate the questions you may be asked

Ÿ Practice your presentation

Ÿ Pace

Ÿ Pitch

Ÿ Projection

Ÿ Gestures

Ÿ Eye contact

Ÿ Facial Expressions

Non verbal communication

Preparing for a presentation

Types of Reports

Verbal communication

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26

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© 2018 PricewaterhouseCoopers Limited. All rights reserved. In this document, PwC refers to PricewaterhouseCoopers Limited (a Nigerian limited liability company), which is a member firm of PricewaterhouseCoopers International Limited, each member firm of which is a separate legal entity.