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Channel Island NED Briefing Corporate governance, reporting and technical accounting update 18 & 19 January 2016 www.pwc.co.uk January 2016

Channel Island NED Briefing€¦ · Channel Island NED Briefing Corporate governance, reporting and technical accounting update 18 & 19 January 2016 January 2016

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Page 1: Channel Island NED Briefing€¦ · Channel Island NED Briefing Corporate governance, reporting and technical accounting update 18 & 19 January 2016  January 2016

Channel Island NEDBriefingCorporate governance, reporting andtechnical accounting update

18 & 19 January 2016

www.pwc.co.uk

January 2016

Page 2: Channel Island NED Briefing€¦ · Channel Island NED Briefing Corporate governance, reporting and technical accounting update 18 & 19 January 2016  January 2016

PwC

Agenda

Session Facilitator

Welcome and introductions• Setting the scene

Regulatory update• What’s happening at the FRC?• New ‘front half’ requirements• FRC areas of focus• Mandatory firm rotation & non audit

services

Investor hot topics

Accounting developments• New standards• Alternative performance measures• New UK GAAP

Closing comments

Appendix - Extracts

Slide 2

Page 3: Channel Island NED Briefing€¦ · Channel Island NED Briefing Corporate governance, reporting and technical accounting update 18 & 19 January 2016  January 2016

PwC

Facilitators

Slide 3

Tina Farington

Tina is currently on her secondsecondment to the UK as a Directorin PwC’s Accounting ConsultingServices (ACS) team.Responsibilities include advisingengagement teams on financialinstrument issues under IFRS andUK GAAP, reviewing financialstatements and delivering thoughtleadership / training on hot topicsand new accounting standards.Prior to joining the UK team, shewas part of the Global ACS teamfocusing on consistent applicationof IFRS across our PwC territoriesand following activities at the IASB.

E: [email protected]

Iain Selfridge

Iain currently leads one of the threeteams in PwC's AccountingConsulting Services Department.Iain provides technical advice andsupport on International FinancialReporting Standards (IFRS) andUK GAAP. Iain’s areas of specialismare IFRS/UK GAAP accounting forbusiness combinations,consolidations and disposals,impairments of non-financial assetsas well as first time adoption ofIFRS, share based payments andthe introduction of new UK GAAP,FRS 102. He is responsible for theproduction of PwC’s Manuals ofAccounting for IFRS and UK GAAPas well as our related websitewww.inform.pwc.com.

E: [email protected]

Page 4: Channel Island NED Briefing€¦ · Channel Island NED Briefing Corporate governance, reporting and technical accounting update 18 & 19 January 2016  January 2016

PwC

Setting the scene

Slide 4

Page 5: Channel Island NED Briefing€¦ · Channel Island NED Briefing Corporate governance, reporting and technical accounting update 18 & 19 January 2016  January 2016

PwC

Implications of the economy on financial reporting

5

Reporting ofrisks &

exposures

Impairmenttesting andsensitivities

FX, hedgingBusiness

combinations

Page 6: Channel Island NED Briefing€¦ · Channel Island NED Briefing Corporate governance, reporting and technical accounting update 18 & 19 January 2016  January 2016

PwC

The most popular risks and KPIsA consistent picture?

6

Top 3 Risks reported by the FTSE 350

Regulation

People

Safety

Earnings per share

Revenue

Return on CapitalEmployed

Top 3 KPIs in the FTSE 350

Page 7: Channel Island NED Briefing€¦ · Channel Island NED Briefing Corporate governance, reporting and technical accounting update 18 & 19 January 2016  January 2016

PwC

Relevant risk reporting – Is your risk reporting specific anddynamic enough to bring to life your risk management?4

Telling an authentic story – Is your narrative consistentand coherent throughout?

Weighty tomes – has the continued increase in length ofannual reports been at the expense of quality?1

Measures that matter – Do your KPIs genuinely explain theprogress being made?

2

3

What does your reporting say about you?

7

Facing the future – Are you providing the reader with aforward-looking orientation that is clear and consistent?5

PwC

Page 8: Channel Island NED Briefing€¦ · Channel Island NED Briefing Corporate governance, reporting and technical accounting update 18 & 19 January 2016  January 2016

PwC Slide 8PwC

Regulatory update

Page 9: Channel Island NED Briefing€¦ · Channel Island NED Briefing Corporate governance, reporting and technical accounting update 18 & 19 January 2016  January 2016

PwC

What’s happening at the FRC?

Slide 9

Page 10: Channel Island NED Briefing€¦ · Channel Island NED Briefing Corporate governance, reporting and technical accounting update 18 & 19 January 2016  January 2016

PwC

Progress so far

Slide 10

Audit committee reporting

Fair, balanced andunderstandable

New UK GAAP

The extendedaudit report

Strategic report

Audit firm tendering

Remuneration reporting

The StewardshipCode

New risk managementdisclosures

The viability statement

Recent FRCActivity

Page 11: Channel Island NED Briefing€¦ · Channel Island NED Briefing Corporate governance, reporting and technical accounting update 18 & 19 January 2016  January 2016

PwC

A turning point for the FRC?

11

Recent history of multiple regulatoryinterventions

McKinsey – a strategic review of the Conduct function

• Embedding, consistency and improvement

• Deregulation where possible

• New structure

Page 12: Channel Island NED Briefing€¦ · Channel Island NED Briefing Corporate governance, reporting and technical accounting update 18 & 19 January 2016  January 2016

PwC

New ‘front half’ requirements

Slide 12

Page 13: Channel Island NED Briefing€¦ · Channel Island NED Briefing Corporate governance, reporting and technical accounting update 18 & 19 January 2016  January 2016

PwCPwC

The components of the ‘front half’2015 - A year of relatively little change

FRC auditreports – ISA(UK&I) 700

BISremuneration

reportingregulations

BIS narrativereporting

regulations

2014 UKCorporate

Governance Code

Front half of the annual report

13

Page 14: Channel Island NED Briefing€¦ · Channel Island NED Briefing Corporate governance, reporting and technical accounting update 18 & 19 January 2016  January 2016

PwC

Reminder of requirements2014 UK Corporate Governance Code and Guidance

Slide 14

New

Viability statement

Going concern confirmation

Robust assessment of principalrisks

Monitoring and review of riskmanagement and internal

control

Amended

Goingconcern

Risk

Page 15: Channel Island NED Briefing€¦ · Channel Island NED Briefing Corporate governance, reporting and technical accounting update 18 & 19 January 2016  January 2016

PwC

Viability statementA multi-part disclosure

“Taking account of the company’s current position and principal risks, the directorsshould explain in the annual report how they have assessed the prospects of thecompany, over what period they have done so and why they consider thatperiod to be appropriate.

How – what wasthe process?

Over what period –how many years?

Why periodappropriate – whatmakes e.g. 3 or 5 years

the right choice?

Slide 15

Page 16: Channel Island NED Briefing€¦ · Channel Island NED Briefing Corporate governance, reporting and technical accounting update 18 & 19 January 2016  January 2016

PwC

Viability statementA multi-part disclosure

The directors should state whether they have a reasonable expectation that thecompany will be able to continue in operation and meet its liabilities as they fall dueover the period of their assessment, drawing attention to any qualifications orassumptions as necessary.” [2014 Code provision C.2.2]

Formal statement – to‘reasonable expectation’

degree of confidence

Assumptions – whatneeds to be borne inmind by the reader?

Slide 16

Page 17: Channel Island NED Briefing€¦ · Channel Island NED Briefing Corporate governance, reporting and technical accounting update 18 & 19 January 2016  January 2016

PwC

Viability statementsWhat we’re seeing – Process

Slide 17

Range of possible approaches

Disclosure – Range is narrower?

High-level and narrativeDetailed and quantitative

• Viability not in doubt in relevantperiod

• Focus on existing processes andcharacteristics of the business,including risk appetite

• Viability defined and stress-testedfor severe but plausiblecircumstances using quantifiedprincipal risks

• Combinations of risks considered –scenarios

Page 18: Channel Island NED Briefing€¦ · Channel Island NED Briefing Corporate governance, reporting and technical accounting update 18 & 19 January 2016  January 2016

PwC

What does this mean in practice for riskmanagement

Slide 18

Risk appetiteand culture

FRC Guidancepara 43

Issues

Communi-cation

Changes

Integration

Operationof systems

Risk appetite and culture

• The company’s willingness to take on risk,the desired culture within the company andwhether this culture has been embedded

Issues

• Issues dealt with in reportsreviewed by the board during theyear, in particular the incidenceof significant control failings orweaknesses…

Communication

• The extent, frequency and quality of thecommunication of the results ofmanagement’s monitoring to the board…

Operation of systems

• The operation of the risk management and internalcontrol systems, covering the design,implementation, monitoring and review andidentification of risks and determination of thosewhich are principal to the company

Integration

• The integration of riskmanagement and internalcontrols with considerationsof strategy and business model,and with business planningprocesses

Changes

• The changes in the nature, likelihoodand impact of principal risks…

1

2

4

5

6

3

The annual review should consider…

Page 19: Channel Island NED Briefing€¦ · Channel Island NED Briefing Corporate governance, reporting and technical accounting update 18 & 19 January 2016  January 2016

PwC

22 based the period ontheirstrategic/business

plans; 9 providedadditional explanationfor the period

22 companies

reviewed17 provided a

robust riskassessmentstatement

16 placed the viabilitystatement in their strategicreport

6 made it clear

which risks wereconsidered relevantto viability

8 stated that there

were no significantfailings or weaknesses

13 chose a 3 year viability period

VS

7 chose a 5 year viability period

2 did more thansimply mentionrisk appetite

11 (of the 17) made the

robust assessmentstatement in theirstrategic report

VS

8 made it clear what

they regarded as themain assumptionsunderlying thestatement

Impact of 2014 UK Corporate Governance CodeWhat we’re seeing - disclosure

18 referred to stress

testing procedures, butinsights were almostalways limited

19

Page 20: Channel Island NED Briefing€¦ · Channel Island NED Briefing Corporate governance, reporting and technical accounting update 18 & 19 January 2016  January 2016

PwC

FRC Areas of focus

Slide 20

Page 21: Channel Island NED Briefing€¦ · Channel Island NED Briefing Corporate governance, reporting and technical accounting update 18 & 19 January 2016  January 2016

PwC

CRRT – Annual update

Slide 21

1Quality of reporting good, room for improvement forsmaller companies

2Clear and concise continues to be a focus

3Materiality is a focus – CRRT is challenging companies judgements of someitems as immaterial

4Collaboration with AQRT

Page 22: Channel Island NED Briefing€¦ · Channel Island NED Briefing Corporate governance, reporting and technical accounting update 18 & 19 January 2016  January 2016

PwC

2015 annual report – Published 22 October 2015

Slide 22

Panel activity 2015 2014 2013 2012

Accounts reviewed 252 271 264 326

Companies written to 76 100 91 130

Press notices 3 2 1 –

Committee references 6 10 10 6

Page 23: Channel Island NED Briefing€¦ · Channel Island NED Briefing Corporate governance, reporting and technical accounting update 18 & 19 January 2016  January 2016

PwC

Development of prior years areas of focus

Slide 23

Involvement ofprofessionalexpertise

Tax impacts

Clarity of specificnature ofjudgmentsapplied

Include IAS 1sensitivityanalysis

Disclosed benefitsvs intangiblesrecognised

Accounting policyneeded

Auditors’ andAudit Committeereports used

Clear disclosureof significantestimates

Expect to seemore intangibles

Items whichenhance ratherthan distract

Exceptional items Significantjudgements

Estimates andsensitivities

Businesscombinations andseparateintangibles

Page 24: Channel Island NED Briefing€¦ · Channel Island NED Briefing Corporate governance, reporting and technical accounting update 18 & 19 January 2016  January 2016

PwCPwC

CRRT and exceptional items

• Even-handed approach to exceptional items.

• Gains and losses should not be netted, unless permitted.

• Reconsider recurring items.

• Consistent presentation in different periods.

• Explain the tax effect.

• Presentation in cash flow statement.

• Disclosure of ‘underlying profit’.

• Management commentary on results should be clear.

Also, ESMA guidance on alternative performance measures

24

Page 25: Channel Island NED Briefing€¦ · Channel Island NED Briefing Corporate governance, reporting and technical accounting update 18 & 19 January 2016  January 2016

PwC

Areas of focus for 2015/16

Slide 25

Applicationof materiality

judgements

Complexsupplier

arrangementsPensions

Revenue Cash flowsTax

Page 26: Channel Island NED Briefing€¦ · Channel Island NED Briefing Corporate governance, reporting and technical accounting update 18 & 19 January 2016  January 2016

PwC

FRC Priority sectors

Slide 26

• Insurance

• Food, drink and consumer goodsmanufacturers and retailers

• Companies servicing theextractive industries

• Business services

• Support services

• IT (including software companies)

2014/15

2015/16

Page 27: Channel Island NED Briefing€¦ · Channel Island NED Briefing Corporate governance, reporting and technical accounting update 18 & 19 January 2016  January 2016

PwCPwC

ESMA priorities for 2015 financial statements

• Impact of financial markets conditions:

- Interest rate environment

- High volatility and low prices for commodities

- Foreign exchange rate and country risk

• Cash flow statement and related disclosures

• Fair value measurement and related disclosures

27

Page 28: Channel Island NED Briefing€¦ · Channel Island NED Briefing Corporate governance, reporting and technical accounting update 18 & 19 January 2016  January 2016

PwC

Mandatory firm rotation & non-auditservices

Slide 28

Page 29: Channel Island NED Briefing€¦ · Channel Island NED Briefing Corporate governance, reporting and technical accounting update 18 & 19 January 2016  January 2016

PwC

What are we seeing in the FTSE 350 market so far?

29

The majority of large listed companies are still to tender, waitingfor a partner rotation or the regulatory deadline

33%

6%

61%

FTSE 100

Switched Retained Yet to tender

15% 7%

78%

FTSE 250

Switched Retained Yet to tender

Page 30: Channel Island NED Briefing€¦ · Channel Island NED Briefing Corporate governance, reporting and technical accounting update 18 & 19 January 2016  January 2016

PwC

A recap of the CMA and EU regimes

30

CMA

Applies to FTSE 350companies

10 year mandatorytendering

Audit tenure measuredthroughout lifetime, evenwhen you weren’t a FTSE 350company

Disclosure requirements

Applies years beg on/after 1Jan 2015 with transitionalarrangements

EU Regulation

Applies to EU PIEs

10 year mandatoryrotation, with a 10 yearextension option after a tender

Audit tenure measured onlysince you became a PIE

Member state options toextend period

Applies from 17 June 2016with transitional arrangements

Notice the nuances around audit tenure calculation

Page 31: Channel Island NED Briefing€¦ · Channel Island NED Briefing Corporate governance, reporting and technical accounting update 18 & 19 January 2016  January 2016

PwC

Transition arrangements under EU Reg and CMA

• Measure audit tenure as at 16 June 2014

- EU – Since PIE status began

- CMA – Since auditor was appointed, disregarding any change of status

31

Rotate/Tender next auditappointment after 17 June 2020

If 20 yearsor more

Rotate/Tender next audit appointmentafter 17 June 2023

If 11 - 19years

After 17 June 2016, generallytender when tenure reaches10 years (check tenure at 16June 2014 – this drives date)

If <11years

Date of yourAGM becomesimportant!

Notice theimpact of the10 year extension

Page 32: Channel Island NED Briefing€¦ · Channel Island NED Briefing Corporate governance, reporting and technical accounting update 18 & 19 January 2016  January 2016

PwC

Audit Committee disclosure requirements (from1 January 2015) under the CMA Order

(b) the reasons as to why completinga tender in the financial year isin the best interests of thecompany's members

32

Must be disclosed every year in the Audit Committee Report until the company completes acompetitive tender process

If the proposed financial year is no longer appropriate for a tender, the reasons for this mustbe disclosed in the next Audit Committee Report after making this decision

Where a FTSE 350 company has not completed a tender process in relation to fiveconsecutive financial year ends, the Audit Committee must set out in the Audit CommitteeReport relating to the fifth year:

If an Audit Committee Report is not prepared, the information above must be disclosedelsewhere in the Annual Report

(a) the financial year inwhich the companywill next complete atender process

Page 33: Channel Island NED Briefing€¦ · Channel Island NED Briefing Corporate governance, reporting and technical accounting update 18 & 19 January 2016  January 2016

PwC

Specific proposals for audit committees

• Summary of AC effectiveness reviewand how performance evaluation wasconducted

• In addition to existing disclosure ontenure of current auditor and when atender was last conducted, disclose:

name of current audit partner andhow long she/he has held the role;

indication of when next tenderprocess will be undertaken; and

explanation of changes to intendedtender timing.

33

• At least one AC member to havecompetence in accounting and/orauditing and audit committee as awhole to have sectoral competence

• Discuss with auditors findings of anyreview by the FRC’s Audit QualityReview team and if findingssignificant, disclose findings andactions which the AC and theirauditors plan to take. NB: disclosureof the audit quality category is notrequired

• Disclose nature and extent of anyinteraction with FRC’s CorporateReporting Review Team

Audit Committee activities: Further new disclosures proposed:

Page 34: Channel Island NED Briefing€¦ · Channel Island NED Briefing Corporate governance, reporting and technical accounting update 18 & 19 January 2016  January 2016

PwC

A summary of the EU rules on non-audit services

Public interest entities

• EU entities listed on EUregulated exchange

• Credit institutions

• Insurance undertakings

Member states haveoption to add PIEs

Cap on non-audit fees

• 70% of previous threeyears’ average auditfees

• Needs a three yeartrack record

• Applies only to auditorof PIE

Member states haveoption to make capstricter

Non-audit servicesprohibitions

• Prohibited list ofservices

• Limited cooling-inprovisions

Member states can maketax/valuations ban alittle easier

Member states can addanything to theprohibited list

Audit Committees must have oversight over the auditor’s assessment ofpermitted non-audit services

34

Page 35: Channel Island NED Briefing€¦ · Channel Island NED Briefing Corporate governance, reporting and technical accounting update 18 & 19 January 2016  January 2016

PwC

EU blacklist approach: prohibited non-auditservices

35

• Tax services

• Services that involve playing any part in management ordecision making

• Bookkeeping and preparing accounting records/payroll services

• Designing and implementing internal control or riskmanagement procedures for preparation/control of financialinformation or designing and implementing financialtechnology systems

• Valuation services

• Services linked to financing, capital structure and allocationand investment strategy

• Promoting, dealing in or underwriting shares

• Certain HR services

The FRC is taking theMember state option:allowed if no direct effect orclearly inconsequentialeffect

Not allowed the year beforeappointment as auditor

Except assurance servicesincluding due diligence

The FRC is taking the Memberstate option: allowed if nodirect effect or clearlyinconsequential effect

Prohibitions more stringent and ambiguous than ANYexisting rules

/legal services/internal audit

Page 36: Channel Island NED Briefing€¦ · Channel Island NED Briefing Corporate governance, reporting and technical accounting update 18 & 19 January 2016  January 2016

PwC

FRC proposal for UK implementation

Public interest entities

• EU entities listed on EUregulated exchange

• Credit institutions

• Insurance undertakings

Member states haveoption to add PIEs

Cap on non-audit fees

• 70% of previous threeyears’ average auditfees

• Needs a three yeartrack record

• Applies only to auditorof PIE

Member states haveoption to make capstricter

Non-audit servicesprohibitions for PIEs

• Prohibited list ofservices

• Limited cooling-inprovisions

Member states can maketax/valuations ban alittle easier

Member states can addanything to theprohibited list

The EU’s stringentrestrictions on NAS willapply only to PIEs (andtheir group companies).Other listed entities willface a less restrictiveregime.

The FRC is adopting the“black list” of prohibitedservices directly from theEU Regulation and willextend to ALL of the PIEauditor’s network firms.

Member State optionsover tax and valuationservices are being taken.These can be provided aslong as certain conditionsare met.

The FRC is proposing toextend the 70% cap toinclude ALL of the PIEauditor’s network firms

36

Page 37: Channel Island NED Briefing€¦ · Channel Island NED Briefing Corporate governance, reporting and technical accounting update 18 & 19 January 2016  January 2016

PwC

UK cap calculations under FRC proposals

Audit fees

• Based on average of previous3 years’ audit fees

• Audit fees of PIE, parents andsubsidiaries

TAKE 70%...

Non audit fees

FRC’s proposal is to extend the cap toinclude ALL of the auditor’s networkfirms providing audit services toentities in the audit ownership chain,not simply the member state auditorof the EU PIE.

The cap only applies when 3 years of audit fees areavailable

37

Page 38: Channel Island NED Briefing€¦ · Channel Island NED Briefing Corporate governance, reporting and technical accounting update 18 & 19 January 2016  January 2016

PwC

An example to think about – internal to externalaudit transition – the auditor overlap period

38

A restricted period where both firms cannot do the internal audit work

• PwC currently hold internal audit contract – PwC win tender to take over auditcontract for 31/12/20 – this was their “only choice”

• April 2020 AGM EY resigns, client would like EY to take over the internal auditcontract (a prohibited service)

• Cooling in period – PwC cannot carry out internal audit work from 1/1/2020. EYcannot carry out internal audit work until EY’s resignation is confirmed at the AGM.

EY incumbent;KPMG taxcompliance; PwCinternal audit

2015

FRC recommendtender

2016

Deloitte finishwork on majorsystems change

2019

EU/CMAmandates tender/rotation

PwC appointed atApril 2020 AGM

2020

KPMG will rotateoff competitor

2023

Page 39: Channel Island NED Briefing€¦ · Channel Island NED Briefing Corporate governance, reporting and technical accounting update 18 & 19 January 2016  January 2016

PwC Slide 39PwC

Investor hot topics

Page 40: Channel Island NED Briefing€¦ · Channel Island NED Briefing Corporate governance, reporting and technical accounting update 18 & 19 January 2016  January 2016

PwC

Investor views on the usefulness of quarterlyreporting

“Quarterly reporting is aboutequalising the advantage

insiders have over outsiders.”

Analyst (in the FT)

“Providing the market withquarterly updates adds littlevalue for companies that are

operating in long-term businesscycles.”

PwC Investor interview

“Eliminating quarterlyreporting would deprive

investors and analysts of muchneeded information in a fast

moving economy.”

Robert Pozen MIT (in the WallSt journal)

“Mandatory requirements topublish information can

frequently provide anunnecessary focus on matters

of little relevance to a long-term business.”

FD of National Grid PLC (in theFT)

“We hugely welcome removingmandatory IMS reporting.”

The Quoted Companies Alliance

“Quarterly earnings resultsgive investors an idea as to

whether the companies remainon their long-term growth path

or not.”

David Merkel AlephInvestments (via Talk Markets)

40

Page 41: Channel Island NED Briefing€¦ · Channel Island NED Briefing Corporate governance, reporting and technical accounting update 18 & 19 January 2016  January 2016

PwC

What are we seeing in practice today?

Guidance Pre-closestatement

IMS Other Comments

New WorldResources

Annual X X New World Resources decided to stop providingregular guidance in 2013, however the company isobliged to issue quarterly updates under its bondindentures.

United Utilities Twice peryear

Twice peryear

X X United Utilities dropped quarterly reporting after theFCA rule change, but is still issuing pre-closestatements.

National Grid Annual X X National grid have used a ‘newsletter’ styleapproach, which they say is “an alternative way ofcommunicating that can be customized to suit theemerging news at the time.”

Unilever Annual X X Unilever stopped giving quarterly guidance sixyears ago but keeps a quarterly update, as well asoffering some new information about its salesbreakdown that it hadn’t put out before.

Companies have taken a variety of approaches to quarterly reporting, while many companies have continued to issue an IMS,others have taken a variety of approaches.

This table summarises some of the approaches we are seeing:

41

Page 42: Channel Island NED Briefing€¦ · Channel Island NED Briefing Corporate governance, reporting and technical accounting update 18 & 19 January 2016  January 2016

PwC

Investor views on tax reporting

Why do investors want toknow more about tax?

Will the BEPS initiative resultin changes to theinternational tax system?

Common frustrations withtax reporting today

• Lack of clarity on tax ratereconciliations, including:

• Large ‘other’ balances• Not having a clear explanation /

reconciliation of the weighedaverage tax rate

• Inability to see the likely longterm sustainable cash rate

• Confusing deferred tax disclosures:

• What do the balances relate to?• What is the likely impact they

will have on the future tax rate?

• Key expense

• Need to understand likely long termsustainable tax rate to forecast cashflows

• Reputation risk – this is becomingmuch more of a focus, so companiesneed to tell their tax story effectively

• Interested in the total tax picture, butprimarily focused on corporation tax

• BEPS initiative could result incountry-by-country tax reportingrequirements, but it is not clearexactly what or when at this stage

• Investors are in favour of enhancedtransparency, particularly as it couldimprove their ability to understandthe likely long term tax implicationsof business decisions etc

• It is important to talk about thepotential impact of BEPS, even if youdon’t know the answer, opendiscussion on the range ofpossibilities builds trust

42

Page 43: Channel Island NED Briefing€¦ · Channel Island NED Briefing Corporate governance, reporting and technical accounting update 18 & 19 January 2016  January 2016

PwC

Investor views on new accounting standards

What will bethe impactfor you?

How can youcommunicatewell?

What hasworked wellfor others?

Finalthoughts

43

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PwC

Overview:

• Everyone is still trying to figure this out

• What will change and how will it affect you?

• Be clear about what the changes really mean for you and reconcileclearly.

• Don’t be boilerplate. This is an opportunity to tell your story.

What will bethe impact foryou?

“It is very frustrating thatcompanies are not talkingabout the impact of IFRS 15;we really need to understandthe company’s expectationson the impact.”

“Giving numbers assoon as possibleahead of time willhelp minimisemarket reactions andreduce surprises.”

Impact of upcoming new accounting standards

44

Page 45: Channel Island NED Briefing€¦ · Channel Island NED Briefing Corporate governance, reporting and technical accounting update 18 & 19 January 2016  January 2016

PwC Slide 45PwC

Accounting developments

Page 46: Channel Island NED Briefing€¦ · Channel Island NED Briefing Corporate governance, reporting and technical accounting update 18 & 19 January 2016  January 2016

PwC

Latest on new standards?

Slide 46

Page 47: Channel Island NED Briefing€¦ · Channel Island NED Briefing Corporate governance, reporting and technical accounting update 18 & 19 January 2016  January 2016

PwC

Not much!

What’s new for IFRS* in 2015?

47

*We will come on to new UK GAAP

Page 48: Channel Island NED Briefing€¦ · Channel Island NED Briefing Corporate governance, reporting and technical accounting update 18 & 19 January 2016  January 2016

PwC

Amendments effective this year

48

Standard Nature of amendment

IAS 19, ‘Employee benefits’ Employee contributions

Annual improvements Various

Company law List of related undertakings

Page 49: Channel Island NED Briefing€¦ · Channel Island NED Briefing Corporate governance, reporting and technical accounting update 18 & 19 January 2016  January 2016

PwC

A little more change next year

49

Standard Nature of amendment

IFRS 14, ‘Regulatory deferral accounts’ Rate-regulated activities

Amendments to IFRSs 10, 11 and IAS 28 Acquisition of interests

IASs 16 and 38 Methods of depreciation

IAS 1 ‘Disclosure initiative’

IFRS 10 and IAS 28 Investment entities

Annual improvements Various

EU endorsement is still pending for most standard changes

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PwC

What’s next?The ‘big three’

Slide 50

• Published July 2014

• Effective 2018

• EU endorsement expected BUT conditionalon amendment and deferral for insurers untiltheir new standard applies

IFRS 9 Financial instruments

IFRS 15 revenue

• Published May 2014

• Effective 2018

• EFRAG predict EU endorsement soon

• IASB and FASB proposing amendmentsalready

IFRS16 Leases

• Published January 2016

• Effective 2019

• (Almost) all leases on-balance sheet

• IASB to treat all leases like finance leases;FASB to classify leases for P&L purposes

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PwC

Adjusted performance measures –Latest developments

Slide 51

Page 52: Channel Island NED Briefing€¦ · Channel Island NED Briefing Corporate governance, reporting and technical accounting update 18 & 19 January 2016  January 2016

PwC

High level observations

Slide 52

2 did not presenta reconciliation

7 presented it in other areas (such as‘other information’ sections after thenotes and ‘unaudited supplementalinformation’ sections)

54 presented in the notes

95 companies usean APM

2

93 showed areconciliation

35 out of the 93 presentedthe reconciliation on the faceof the financials

A review of the total numbershowed that movements inaggregate for all 100 companieswith an APM went from a GAAPfigure of roughly £119bn to£187bn

Often companiespresented thereconciliation in morethan one place in theannual reports

Somehad separatenon-GAAPsections at the endof the report

43 presentedthe reconciliationin the front half

43

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PwC

What were the most common adjustments?

Slide 53

0

10

20

30

40

50

60

70

Acquiredintangible

amort'

Assetimpairment

FVmovements

SBP Pension Restructuring One-off sale Acquisitionrelated

Interest,depn, amort'

& tax

Bank specificadjs

Other-

5,000,000

10,000,000

15,000,000

20,000,000

25,000,000

Value and number of adjustments across the FTSE 100

Value of adjustments across all entities £000 Number of entities adjusting for this type of adjustment

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What is the most common form of APM?

Slide 54

• Adjusted operating profit (39%)

• Adjusted PBT (35%)

• Adjusted EBIT/EBITDA (11%)

• There were some bespoke ‘other’measures (7%). This included ‘Net rentalincome’ which was common for propertycompanies

• Others included ‘Replacement cost profitbefore interest and taxation’ and‘Earnings on a current cost of suppliesbasis’

• Variety of different names were used

39%

3%35%

3%

11%

2%7%

Adjusted operatingprofit

Adjusted PAT

Adjusted PBT

Adjusted revenue

EBIT/EBITDA/Adjusted EBIT/EBITDA

None used

Other

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Core versus non-core – What next?

Slide 55

Scope – listed companies on regulatedmarkets and all financial informationexcluding back half of accounts (whichwill be covered by forthcoming IASBproject on reporting)

Effective date – All announcements post3 July 2016

FRC and FCA will be responsible forenforcement in the UK

ESMA ‘guidelines’ on AlternativePerformance Measures (‘APM’s’)

The Guidelines define APM’s and outline principlesfor their disclosure.

Issuers are required to:

• Define APM’s in a clear and readable way and givemeaningful labels (impairments and restructuringcharges are ‘rarely … unusual or non-recurring’).

• Reconcile APM’s to most directlyreconcilable GAAP line item explaining materialreconciling items.

• The use of APM’s should be explained so usersunderstand relevance and reliability.

• APM’s – Do not display with more prominence,emphasis or authority than GAAP measures.

• APM’s should be presented with comparativeswhich also need to be reconciled.

• APM’s should be defined consistently over timeand any changes justified.

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New UK GAAP – It’s here

Slide 56

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New UK GAAPTemperature test

57

Q: Have you started to look at New UK GAAP?

1. We’ve been working on it since last year

2. We’ve started thinking about it

3. Not yet – we don’t need to think about it till wereport next year

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• Qualifying entities

• Notify shareholders

FRS 101 – IFRS with disclosure exemptions

• FRS 100 – Application of financial reporting requirements

• FRS 103 – Insurance contracts

• FRS 104 – Interim financial reporting

• FRS 105 – Micro-entities

What else is there?

58

New UK GAAP frameworkRecap

FRS 102 – The ‘New UK GAAP’

• All entities except groups listed on an EU regulated market

• Notify shareholders of reduced disclosures

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FRS 102Measurement changes vs. old UK GAAP

59

Ta

ng

ible

assets

Sh

are

ba

sedp

aym

ents

Leases

Post employment benefits

Intangibleassets

Other employeebenefits

Capitalisation of borrowing costs

Businesscombinations

Deferred tax

Investment propertiesFinancial instruments

Deriva

tives

Hed

gin

gC

ash

an

dca

sheq

uiva

lents

Comparative information

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‘New’ UK GAAP

60

Choices to be made for other group companies.Potential impact on:

3

• Cash tax

• Distributable reserves

• Levels of disclosure

• Systems and data-gathering challenges.

Effective 2015 – that’s now!1

Consolidated accounts of EU listed groups still IFRS.2

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The practical side – New UK GAAP transitionchecklist

61

Restate comparatives Explain impact Balance sheet and P&L

reconciliations, includingopening period

Other reconciliations asconsidered useful

Update policies Update notes

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Appendix

Slide 62

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Viability statementsWhat we’ve seen - Derwent London plc

63PwC

Indicators (other than availability offorecasts) for why the five year period was

appropriate

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Viability statementsWhat we’ve seen – Grainger

PwC

Establishing the context for the viabilitystatement upfront – makes it easy to see that

this is not seen as difficult

Quantification of the sensitivity analysesprovides stakeholders with added detailabout what is considered as ‘severe but

plausible’. The board has alreadyconfirmed that these scenarios do not break

the business model.

64

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Viability statementsWhat we’ve seen – Lonmin plc

65PwC

The 2014 Code requires the directors to take account of the principalrisks when making the assessment of viability. This example identifiesthose principal risks which could threaten the existence of the group, asopposed to those which would only most likely threaten performance.

The identification of the former provides substantial context to theassessment of viability.

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Viability statementsWhat we’ve seen – Shaftesbury

PwC

The key assumptions embedded in theforecasts are specified first. The stress-testing of the resilience of the business

to those principal risks that couldthreaten solvency or liquidity over andabove the plan has then been explained

in the final column.

The context within whichthe directors make the

viability statement is set atthe start of the risk section

of the report.

66

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New standards– investor view

What hasworked wellfor others?

Barclays income statement reconciliation between IFRS andUK GAAP

Source: Barclays 2005 annual report

Show the numbers

Slide 67

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Describe what’s changed – andhow it affects you

Veolia’s explanation of IFRS 11 changes

Source: Analystpresentation, April 2013

New standards– investor view

What hasworked wellfor others?

Slide 68

Page 69: Channel Island NED Briefing€¦ · Channel Island NED Briefing Corporate governance, reporting and technical accounting update 18 & 19 January 2016  January 2016

Describe what’s changed – andhow it affects you

Veolia’s explanation of IFRS 11 changes

Source: Analystpresentation, April 2013

New standards– investor view

What hasworked wellfor others?

Slide 69

Page 70: Channel Island NED Briefing€¦ · Channel Island NED Briefing Corporate governance, reporting and technical accounting update 18 & 19 January 2016  January 2016

Describe what’s changed – andhow it affects you

Veolia’s explanation of IFRS 11 changes

Source: Analystpresentation, April 2013

New standards– investor view

What hasworked wellfor others?

Slide 70