Professional Documents
Culture Documents
10 & PAS 19
Presentation to:
Philippine Institute of Public Accountants
October 21 , 2011
T hese presentation materials are provided to you for your exclusive use and may not be sold
in part or their entirety to any third party. Further, these materials may not be shown, shared
or transferred to any other third party without the express written consent of SGV & Co.
T hese materials should not be used or duplicated in whole or in part for any other
purpose.
Agenda
PFRS 9, Financial Instruments
PFRS 10, Consolidation
Amendments to PAS 19, Employee Benefits
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PFRS 9, Financial Instruments
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Q4 Q2 Q4 Q1 Q4
2009 2010 2010 2011 2011
Phase 1
Classification & m easurement
- Financial assets IFRS
- Financial liabilities ED IFRS
Phase 3 ED IFRS?
Hedge accounting
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Classification and measurement
Financial assets
Debt Derivative Equity
No Yes
Business m odel
Held-for-trading?
test?
Yes No
Characteristics No No
Fair value through
of the financial OCI option?
asset test?
Yes Yes
Yes
Fair Value Option
(FVO)?
No
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Disclosures required
On derecognition of amortised cost assets, gains or losses are to
be disclosed on the face of the income statement
Additional qualitative disclosures of the reasons for the sale
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Characteristics of the financial asset test
Contractual terms of the financial asset give rise, on specified dates,
to cash flows that solely represent principal and interest payments
Interest is consideration for the time value of money and the credit
risk associated with the principal amount outstanding during a
particular period of time.
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Reclassifications
(between amortized cost and FVPL)
Reclassification will be required when an entity changes its business
model
Prohibited in all other circumstances
Any reclassification is to be accounted for prospectively from the
reclassification date
Which is the first day of the first reporting period following the change in
business model that results in an entity reclassifying financial assets
Reclassification from amortized cost to fair value measure instrument
at fair value on that date; recognize difference between carrying amount
and fair value in a separate line in P/L
Reclassification from fair value to amortized cost fair value of the
instrument on the date of reclassification becomes its new carrying
amount
Detailed disclosures will be required in interim reports and annual
financial statements
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Embedded derivatives
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Financial liabilities
Changes to the Fair Value Option
Maintain IAS 39 guidance, except when Fair Value Option is used:
Record effect of changes in own credit risk in OCI unless it creates
an accounting mismatch (without recycling to p&l)
Other fair value changes in profit or loss
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Transition relief
The Exposure Draft issued on August 4, 2011 did not revise this transition relief.
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PFRS 10
Consolidated Financial Statements
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Background and objectives
Background
Tension between the control model in IAS 27 and the risks and
rewards approach in SIC-12
Divergent application of IAS 27 and SIC-12 in practice
Global financial crisis put emphasis on the project
Objectives
Develop single control model applicable to all entities
Improve disclosures
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Definition of control
PAS 27 PFRS 10
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PFRS 10: New definition of control
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New definition of control
Identifying relevant activities
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New definition of control
Evaluating power
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New definition of control
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Power Protective rights
Example: Franchises
A franchise agreement often gives the franchisor rights,
which generally:
Are designed to protect the brand
Do not have a significant effect on franchisees returns
Assess whether rights give franchisor power:
Who benefits from activities of franchisee?
What are the relevant activities?
How was the franchisee established and structured?
How does the franchisor support the franchisee?
What is franchisors exposure to variability of returns?
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Power Majority of voting rights
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An investor may have the power with less than half of the
voting rights
Consider facts and circumstances:
Contractual rights arising from other arrangements
Size of the investors holding of voting rights relative to the size
and dispersion of other vote holders
Voting rights (absolute amount)
Voting rights relative to other vote holders
Number of other vote holders that would need to act together
Potential voting rights
Additional facts & circumstances
Voting patterns at previous shareholders meetings
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Power De facto control
Illustrative Examples
In each of the succeeding examples, assume that, after
understanding the purpose and design of the investee:
Voting rights give an investor the ability to direct activities
that significantly affect the investees returns (i.e., voting
rights give power)
None of the shareholders has arrangements to consult
any of the other shareholders or make collective decisions
Decisions require the approval of a majority of votes cast
at the shareholders meeting
No other facts or circumstances are relevant
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Power De facto control
Answer Q1
Fact Pattern: A holds 48%
of voting rights of B; the
52% widely remaining 52% of B is
dispersed widely held by thousands
of shareholders (none of
whom holds more than 1%
of the voting rights).
Question: Does A have
A B power over B?
48%
Answer: A has power
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Power De facto control
Answer Q2
Fact Pattern: C holds
45% of the voting
rights of D. The other
55% of D is held by 1% 1% 1% 26% 26%
two shareholders (each
holds 26%), with the
remaining 3% held by
three other
shareholders, each
holding 1% C D
45%
Question: Does C
have power over D?
Answer: C does not have power.
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Power De facto control
Answer Q3
Fact Pattern: E holds 40%
of the voting rights of F. E
also has a contract to
appoint management of F.
Appointing management is
12 investors at 5% each the relevant activity
(significantly affects
Contract to returns)
appoint mgmt
Question: Does E have
E F power over F?
40%
Answer: E has power
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Answer: G H
45%
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Power De facto control
Answer Q4
Fact Pattern: G holds 45%
of the voting rights of H.
The other 55% of F is
dispersed among 11
shareholders, who each
hold 5%. 11 investors at 5% each
Answer:
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Power De facto control
Answer Q5
Fact Pattern: J holds 35% of the
voting rights of K. 3 other
50% widely shareholders each hold 5% of the
dispersed, half turn voting rights of K. The remaining
up at AGM 5% 5% 5% 50% of the voting rights are held by
numerous other SHs, none
individually holding more than 1%
of the voting rights. 75% of the
voting rights have been
represented in recent AGM
J K meeting. Thus, need 37.5% to
35% have power.
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Answer:
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Power De facto control
Answer Q6
L holds 38% of the voting rights
of M. 3 other SHs each hold 4%
of the voting rights of M. The 50% widely
remaining 50% of the voting dispersed, half
rights are held by numerous turn up at AGM 4% 4% 4%
other SHs, none individually
holding more than 1% of the
voting rights. 75% of the voting
rights have been represented in
recent AGM meeting. Thus,
need 37.5% to have power.
L M
Question: Does L have power
over M?
38%
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Power Potential voting rights
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Depends on
Non-
Evaluation facts and Substantive
substantive
circumstances
Exercisable
Currently
Exercise period Not exercisable before decisions
exercisable
need to be made
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Power Potential voting rights
Example
Investees AGM is in eight months
30 days needed for shareholders to call meeting
Investor holds option to acquire the majority of shares in
the investee that is exercisable in 25 days and is deeply in
the money
Conclusion: Investor with options has power
Existing shareholders are unable to direct relevant activities
because a special meeting cannot be held for 30 days, when
option could have been exercised
Investor holding the option can direct relevant activities, even
before the option is exercisable
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Power Delegated rights
Overview
An agent is a party engaged to act on behalf of another
party or parties (the principal(s))
A principal may delegate some or all decision-making
authority to the agent
An agent does not control an investee
All facts and circumstances must be considered
Principal? Agent?
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Power Delegated rights
Rights held by other parties
Number of parties holding Indicator that a
remov al right decision-maker is
Generally an agent
A small number of parties or an
independent board
A principal
Many people
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Not currently
exercisable Currently exercisable
Principal Agent
Decision-maker
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Power Delegated rights
Remuneration
No
Is the remuneration of the decision maker
commensurate with the services provided?
Yes
Yes
Yes
Decision-maker is an agent
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exposure Direct
20%
Fund
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Power Delegated rights
Examples
Exam ple 1 Exam ple 2 Exam ple 3
Scope Broad Broad Broad
Bank
discretion discretion discretion
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Control of specified assets
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Continuous assessment
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Business impact
Gather information
Changes to the entities being consolidated
Additional procedures required to assess control on a
continuous basis
Compliance with bank covenants and regulatory
requirements
Structuring mergers and acquisitions/transactions and
arrangements
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Transition
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Interaction between PFRS 10, PFRS 11,
PFRS 12 and PAS 28
Does the investor
control an entity by
itself?
Yes No
Disclosures in Yes No
accordance with
IFRS 12
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What has Changed?
Highlights of Basic Differences
Pension accounting
Removal of corridor
Change in the component of net defined benefit liability or asset
Net interest on defined benefit liability (asset)
Immediate recognition of past service cost
Other recognition and measurement changes
Disclosures
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Removal of corridor
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Removal of corridor: Impact to presentation
Recognized in period
Employment expense
Service cost
(profit or loss)
Other comprehensive
Remeasurement
income
Note:
IAS 19 does not specify how an entity should present service cost and net
interest on the net interest income (expense). An entity presents those
components in accordance with IAS 1.
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Component of net defined benefit liability or
asset Illustration of the new components
Net defined benefi t Net defi ned benefit
l iabil ity at the s tart Net i nterest li abili ty at the end of
of the year Servic e cost expens e Remeasurem ents the year
300 40 15 -35 320
Pl an As sets
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Defined benefi t obl igations
1000 (DBO)
1070
Servic e cost
DB O
40 Interest expense
50
Remeasurem ents
20 DBO
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Example: Accounting for PSC under current
and amended PAS 19
Background:
Greens plan provides a pension of 2 percent of final salary for each year of
service. The benefits become vested after five years of service. On
January 1, 20X1 for which statements are being prepared, Green improved the
pension to 2.5 percent of final salary for each year of service retroactive to each
employees starting date with the company. At the date of the improvement, the
present value of the additional benefits for service up to January 1, 20X1 (the
date of the plan change) is as follows:
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Question:
What amount of past service cost will be recognized as part of pension
expense in 20X1?
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Example: Accounting for PSC under current
and amended PAS 19
Question:
What amount of past service cost will be recognized as part of pension
expense in 20X1?
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Recognition of termination benefits
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Question
How much termination benefits liability would the company recognize? Under
current PAS 19? Under Amended PAS 19?
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Example: Accounting for Termination
Benefits under current and amended PAS 19
Current PAS 19 Amended PAS 19
Termination benefit of Separate (a) Termination Benefits and (b) Benefits
Php6,000,000 when provided in exchange for services
the closure and terms (a) Termination Benefits:
are announced
Liability of Php3,000,000 (calculated as 150
employees x Php20,000) is recognized at the
earlier of when the plan of termination is
communicated to the employees and when the
entity recognizes the restructuring costs
associated with the closure of the factory
(b) Benefits provided in exchange for services:
Php300,000 recognized in P&L for each month
during the service period of 10 months (calculated
as 100 employees x Php30,000 divided by 10
months)
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Disclosures
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Disclosures
Characteristics of defined benefit plans
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Disclosures
Amounts recognized in the financial statements
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Disclosures
Risk arising from defined benefit plans
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Transition provision and effective date
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Business impact
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