Professional Documents
Culture Documents
Corporate Governance
Corporate Governance
Reporting
Relevance to
Corporate Governance
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Financial Reports
Directors' Report
The first section of final report is a narrative often in
the form of letter from the chairman to its
shareholders giving three important pieces of
information.
Firstly, comments on the company performance.
Secondly, an assessment of what lies in the
immediate future.
Thirdly, a statement about the company’s
policies, principles and strategies developed to
meet the challenges of the future.
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Financial Reports
Financial Statements
The second section of the report comprises of
four financial statements , namely
Balance Sheet
Income Statement
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Notes to Accounts
Accounting methods and policies used
i.e (i. GAAP ii. IFRS) GAAP (generally accepted accounting
principles) is a collection of commonly-followed accounting rules and
standards for financial reporting. (IFRS: (International
( Financial
Reporting Standards) is designed to provide a global framework for how
public companies prepare and disclose their financial statements.
Greater details of summarized figures
Statutory disclosures (Details of directors and
managers salary; Break up of share ownerships)
Changes in accounting policies / impact
Details of off-balance sheet items, if any
(Legal Liability)
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Qualities of Financial
Statements
Clear & understandable
Reliable & honest
No frauds
No window dressing
Properly audited
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Functions of Fin
Statements
Information Function
Stakeholders
Control Function
Owners (What should to reinvest again?)
Planning
Management
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Investors’ Interest in
Financial Statements
Instrument ratings
Shares
Bonds
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Financial Statements
1. Balance sheet
Assets = Equity + Long term Liabilities
Assets are sometimes defined as resources or things of value
that are owned by a company e.g cash, accounts receivable,
inventory, investments, land, buildings, and equipment.
Equity: In accounting, equity (or owner's equity) is the
difference between the value of the assets and the value of the
liabilities of something owned.
Long term Liabilities: Long-term liabilities are financial
obligations of a company that become due more than one year.
In accounting, they form a section of the balance sheet that
lists liabilities not due within the next 12 months including
debentures, loans, deferred tax liabilities and pension
obligations.
Balance sheet
Fixed, Current, Tangible, Intangible Assets
Fixed Assets e.g land, buildings, and equipment.
Current Assets : Cash and other assets that are expected to
be converted to cash within a year: e.g Cash, including foreign
currency, Accounts receivable, Inventory
Tangible Assets: e.g such as machinery, buildings
and land, and current assets, such as inventory.
Intangible Assets: eg Nonphysical assets, such as patents,
trademarks, copyrights, goodwill and brand recognition,
Investments: e.g stocks, bonds, mutual funds,
interest-bearing accounts, land, derivatives, real estate,
artwork, old comic books, jewelry -- anything an investor
believes will produce income (usually in the form of
interest or rents) or become worth more.
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Balance sheet
Working Capital (the capital of a business which
is used in its day-to-day trading operations, calculated
as the current assets minus the current liabilities)
Current liabilities:
Accounts payable. These are the trade payables due to suppliers,
usually as evidenced by supplier invoices.
Sales taxes payable. ...
Payroll taxes payable. ...
Income taxes payable. ...
Interest payable. ...
Bank account overdrafts. ...
Accrued expenses. ...
Customer deposits.
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Long term liabilities: Long-term
liabilities are financial obligations of a
company that become due more than
one year. e.g. Bond
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Financial Statements
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Financial Statements
2. Income /Profit & Loss Statements
Trading Part ( Sales, direct expenses,
gross profit)
Profit & Loss Part (Gross operating
profits)
Profit & Loss appropriation part
( In this part, net profit for the year, deduction of
applicable tax and reached toward Profit after tax)
( Moreover, recommendation of proposed dividend,
payment of interim dividend)
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Financial Statements
3. Cash Flow Statement
Financing
Investing
Operating
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Financial Statements
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Key Issues
Why would management want its
financial statements to be untrue?
Consequences of unreliable financial
statements
Role & independence of external
auditors
How can reliability be assured?
No sudden collapse in near future
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Misleading Statements
Deliberate false picture of the
company
Improper accounting policies
Revenue and expense recognition
Capital and revenue expenditure
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Case 1:
Deliberate false picture
A Ltd wishes to show a higher profit. It
can:
overvalue its closing stock.
Expense recognition
Defer expenses to increase profits
Make unreal provisions to reduce
profits
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Case 3:
Playing with debits
Show a higher profit by
Capitalizing normal revenue expenses,
treating them as assets.
Deferring start of depreciation or
interest expensing.
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Case 4:
Playing with credits
Show higher profits by treating
liabilities as incomes, e.g.
An advance from a client/taxes may be
credited to revenue.
A loan may be channeled through a SPV
and treated as income
Show lower profits by treating
revenue as a liability, e.g. Microsoft.
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Case 5:
Change in Accounting
Policy
A company can alter its profit figures
A company can alter its profit figures
through change in accounting policy
and deliberately omit to mention the
change of policy in notes, or omit to
give the correct impact of the change.
Examples:
Valuation Basis
Depreciation Basis
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Case 6:
Complicating Fin
Statements
A company can make its financial
statements too complex for an
average investor to understand. In
particular, having different
accounting policies, closing dates
and natures of business offers
tremendous scope for play in
consolidated financial statements.
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Responsibility for health
of
Financial Statements
The Board
Management (including internal
auditor)
External Auditors
External Bodies
Regulators: KSE/SECP
Accounting bodies: ICAP/ICMAP
Trade associations
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The Board’s Role
Importance of NEDs
Significance of INEDs
Audit Committee
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Management’s Role
Management draws accounting
policies, keep accounts and prepares
financial statements.
Management has most to gain or
lose from the defects of financial
statements
Hence, management needs highest
degree of monitoring in this aspect.
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External Auditors’ Role
Every one depends on external
auditors’ report.
Independence of external auditors
must be assured:
Rotating them regularly
Not giving them any other business
Disclaimer
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Audit Report: Scope
Clarify basis of forming an opinion
Proper records have been kept
Financial statements:
are in accordance with the records
reflect a true and fair view of the profit
& position
comply with the laws
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Errors and Frauds
Difference is only of intent
Both result in:
Incorrect use of accounting policies,
Omission of facts, or
Misinterpretation of facts
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Professional Monitors of
External Auditors
Accounting Standards from IFAC
International Federation of Accountants
Ethical Standards from ESB
Audit Standards from APB (UK)
Audit practicing Board
Investigation & Discipline Board
(UK)
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Professional Monitors of
External Auditors
Review Board (UK)
Public Company Accounting
Oversight Board (Sarbanes-Oxley
Act) in USA
ICAP and SECP in Pakistan
The Institute of Chartered Accountants of
Pakistan
Securities & Exchange Commission of Pakistan
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Guidelines to Audit firms
Do not rely on one client for major
part of firm’s fee revenue.
No linkages with clients
Non-audit services should not be
given (or at least be restricted) to
clients
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Non-Audit Work
Taxation
Investigations (for acquisitions, etc.)
General consultancy on new projects
Systems development
Low-balling
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How to control non-audit
work
No restriction on audit firms –
leaving it to their professional
judgment.
Total prohibition on non-audit work.
Partial prohibition on non-audit
work, defined either by nature of
work, or level of approval.
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Rotation of External
Auditors
Rotation of audit firm – as
prescribed by Pakistan laws
Rotation of partners within the same
firm.
Different partners for different tasks
Appointment by open tender
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Objectives of Fixing
Financial Statements
Managing Position
Managing Profits
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Managing Position
To meet rules and regulations
To meet lenders’ covenants
To portray better picture to public
Keep assets or liabilities off balance
sheet
Window dressing
Misclassification of items
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Earnings Management
To keep share price stable, or rising
To meet market expectations
To maintain dividend payout pattern
Smoothening needs
Hidden (misclassified) reserves
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Creative Accounting
Standards do not cover every thing.
There is always more than one
correct way of handling things
Legitimate and dishonest intentions
Outright fraud: double set of books
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Directors
Responsibilities
To prepare accounts
To prepare directors’ report
Balanced and understandable assessment
State of affairs; going concern
Outline directors’
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Voluntary Disclosures
Future events or plans
Changes in administration or policy
Achievements
Concerns
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Role of Audit Committee
To monitor the integrity of financial
statements
To review internal controls & audit
To review risk management systems
To approve terms & remuneration of
external auditors
To ensure independence of external
Auditors
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External Auditor &
Audit Committee
Negotiations with external auditor
Verifies suitability of the external auditor
Their resources, qualifications, independence,
past record
Ensures independence
Linkages, non-audit work
Rotation, former employees of audit firm
Audit firm’s performance, ethics
Discusses report / management letter with
external auditor
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Audit Cycle
Audit plan / internal / external
Discussion of audit plan with auditors
Contact during audit
Review of findings, major issues
Oversee all correspondence with
external auditors
Representations letter
Management letter
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Thank you
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