Amendments becoming effective 1 January 2017

Amendments to IAS 7 Cash flow statement

Requirement

As part of the disclosure initiative a standalone amendment to IAS 7 was issued in January 2016. This amendment requires entities to provide disclosures on changes in liabilities arising from financing activities, including non-cash changes and changes arsing from cash flows.

How to meet the requirement?

An entity shall disclose the following changes in liabilities arising from financing activities:

  • changes from financing cash flows;
  • changes arising from obtaining or losing control of subsidiaries or other businesses;
  • the effect of changes in foreign exchange rates;
  • changes in fair values; and
  • other changes.

One way to meet this disclosure requirement is to provide a reconciliation between the opening and closing balances for liabilities arising from financing activities.

Effective date: The amendments are effective for periods beginning on or after 1 January 2017. It is not required to provide comparative information for preceding periods.

Amendments to IAS 12 Income taxes

Requirement

This amendment clarifies the requirement on the recognition of deferred tax assets for unrealised losses related to debt instruments measured at fair value.

What are the amendments?

It was clarified that the following circumstances give rise to a deductible tax difference regardless of whether the holder expects to recover the carrying amount by holding the debt instrument until maturity or by selling the debt instrument:

  • an entity holds a debt instrument classified as available-for-sale and, therefore, measured at fair value but whose tax base is cost;
  • the entity estimates that it is probable that the issuer of the debt instrument will make all the contractual payments but changes in market interest rates have caused the fair value of the debt instrument to be below its cost;
  • tax law does not allow a loss to be deducted until it is realised for tax purposes;
  • the entity has the ability and intention to hold the debt instrument until the unrealised losses reverses (which may be at its maturity);
  • tax law prescribes that capital losses can only be offset against capital gains, whilst ordinary losses can be offset against both capital gains and ordinary income; and
  • the entity has insufficient taxable temporary differences and no other probable taxable profits against which the entity can utilise deductible temporary differences.

How to estimate future taxable profits?

  • The amendments clarify that when estimating taxable profit of future periods, an entity can assume that an asset will be recovered for more than its carrying amount if that recovery is probable and the asset is not impaired. All relevant facts and circumstances should be assessed when making this assessment.
  • The amendments make clear that, in evaluating whether sufficient future taxable profits are available, an entity should compare the deductible temporary differences with the future taxable profits excluding tax deductions resulting from the reversal of those deductible temporary differences.
  • If the tax law only allows deductible temporary differences to be deducted from profits of a particular type, that should be taken into account when considering the availability of future profits. For example: If capital losses can only be offset against capital gains, you cannot take these into account when assessing availability of operating profits.
  • Future taxable profit used to support the recovery of deferred tax assets should exclude the effect of the deduction representing the reversal of the deductible temporary difference. This is to avoid double counting. For example: If you had a deductible Temporary Difference of 100 this year, and were looking at the profits 5 years ahead to determine if you could raise the deferred tax asset, you would exclude the 100 from that assessment.

Effective date:

The amendments are effective for periods beginning on or after 1 January 2017. Amendments must be applied retrospectively in accordance with IAS 8. However, in applying the amendments in the first opening statement of financial position, an entity is not required to make transfers between retained earnings and other components of equity to restate cumulative amounts previously recognised in profit or loss, other comprehensive income or directly in equity. If an entity does not make such transfers, it should disclose that fact.

Interest-free loans to Trust

The 2016 draft Taxation Laws Amendment Bill introduced a new section – Section 7C – to the Income Tax Act which provides detail and measures to prevent Estate Duty and Donations Tax avoidance through the transfer of assets to a Trust on interest-free loan accounts.

Current situation

When transferring assets to a Trust, a person has the following three options:

  1. A person can donate the assets to the Trust and trigger Donations Tax at 20% of the fair market value of the assets in the hands of the person. The attribution rules contained in sections 7(3) to 7(8) may also apply to any income earned by the Trust as a consequence of the donation and have the effect of taxing such income in the hands of the donor;
  2. A person can sell the assets to the Trust on loan account at an arm’s length interest rate. The transferor will be taxed on the interest received from the Trust and there could be scope for the Trust to deduct the interest expenditure to the extent that is incurred in the production of income; or
  3. A person can sell the assets to the Trust on loan account at an interest rate below that considered to be an arm’s length rate. Traditionally, such loans have been interest-free.

The new section 7C is designed to prevent the avoidance of tax which arises under option 3 outlined above. The section applies in respect of the following:

  • A person made a loan or advance to a trust
  • No interest is incurred by the trust for the loan/advance
  • The person giving the loan/advance is a connected person to the trust

The following is also included in this scope:

  • The loan is made by any company which the founder is connected; and
  • Interest is charged but at a rate less than the official rate of interest as contemplated in the Seventh schedule to the Income Tax Act, No 58 of 1962 (Act).

The above is explained as follows:

  • A person is connected to the trust if the person or any relative is a beneficiary of the trust.
  • A company is connected if any person individually or jointly with another connected person holds directly or indirectly at least 20% of the company’s equity share capital or voting rights.

What are the implications of s7c?

  • Interest will be deemed to be charged at the official rate;
  • The interest due will be imputed to the lender. In other words, the interest will be added to the lender’s taxable income, for assessment;
  • The lender will not be able to deduct such deemed interest from his interest income by availing himself of the interest free exemption set out in s10(1) (i) of the Act;
  • If the lender fails to reclaim the additional tax payable from the trust within three years, the said amount will be treated as having been donated by the person to the trust; and
  • The lender will not be able to reduce the loan (either the original or the subsequent loan), by utilising the donation exemption set out in s56(2) of the Act, yearly or at all.

Exemptions

Certain loans to trusts are specifically excluded and, therefore, the proposed section would not apply. These are:

  • Loans to Public Benefit Organisations
  • Loans provided in return for a vested interest in the income and assets of the trust – further conditions for this exemption to apply. It should also be noted that if a person obtains a vested interest in the income and assets of a trust, then these will translate to assets and deemed assets in the individual’s estate for estate duty purposes. In a number of the cases, the aforesaid will negate some or all of the (estate duty) benefits of the trust
  • Loans to special trusts, but limited to special trusts that were created for disabled persons
  • Where the trust used the loan capital to acquire a property that is used by the creditor or his/her spouse as their primary residence (as defined)
  • If the transfer pricing provisions of section 31 applies to the loan. This provision, therefore, applies to loans to offshore trusts. (There was uncertainty under the previous draft about the interaction between the application between sections 7C and 31, which has now be clarified)
  • Loans to trusts that are subject to Sharia-compliant financing arrangements
  • Loans that are subject to section 64E(4). In other words, loans that are subject to the deemed dividend provisions would not be taxed under this section.

Effective date: The new requirement is effective from 1 March 2017 and applies in respect of any amount owed by a trust in respect of a loan, advance or credit provided to that trust before, on or after that date.

King IV Report

The fourth revision (King IV) was already published for public comment during March 2016 and is expected to be released soon.

Background

Corporate governance is a set of rules and practices by which a governing board is supposed to ensure accountability, fairness and transparency in an organisation’s relationship with its stakeholders.

The King Code is non-legislative and is based on principles and practices. Although the code is not enforced through legislation, due to evolutions in South African law many of the principles are now embodied as law in the Companies Act of South Africa of 2008. The philosophy of the code consists of the three key elements of leadership, sustainability and good corporate citizenship. It views good governance as essentially being effective and ethical leadership.

Like the previous versions, the King IV code focuses on the concept of stakeholder inclusivity and highlights that organisations are not merely responsible for the economic bottom line but critically need to consider the societal and environmental impacts and outcomes of their operations.

Scope of King IV

The new version has built on the King III principles but is more principle-based and follows an outcome-based rather than rule-based approach. This is in line with current international sentiment which promotes greater accountability and transparency. There have been significant corporate governance and regulatory developments, locally and internationally, since King III was issued. Although South African listed companies have generally been applying King III, other entities have experienced challenges in interpreting and adapting the Code to their particular circumstances. The King IV Code has been structured as a framework that can be applied more easily across both listed and unlisted companies, profit and non-profits as well as private and public entities. The King IV Report now includes additional guidance to various categories of organisations and sectors such as small and medium entities, non-profit organisations, public sector organisation and entities, municipalities and pension funds.

Elements and Principles of King IV

King IV has the following elements: practices, principles and governance outcomes. The practices are recommended at an optimum level of corporate governance and should be adapted by each organisation to achieve the principle. The governance outcome is the positive effect or benefits of good corporate governance for the organisation and includes ethical culture, performance and value creation, adequate and effective control and trust, good reputation and legitimacy.

The philosophy of King IV is focused around the following:

  • Ethical and effective leadership
  • Company’s role and responsibility in society
  • Corporate citizenship
  • Sustainable development
  • Stakeholder inclusivity and responsiveness
  • Integrated reporting and integrated thinking

The 75 King III principles have been consolidated into 17 principles in the draft King IV, each linked to very distinct outcomes.

These principles have been attached as an annexure

What is new in King IV?

  1. King IV has been structured as a framework that can be applied more easily across listed and unlisted companies, profit and non-profits as well as private and public entities. As such the Code refers to “organisations” and “governing bodies”.
  2. Remuneration is receiving greater prominence and the minimum requirements of the remuneration policy are stipulated. Greater disclosure on remuneration is also required.
  3. King IV recognises information separately from technology as a corporate asset and requires disclosure on the structures and processes for information and technology, key focus areas, mechanisms for monitoring and information management.
  4. King IV recommends the establishment of a social and ethics committee and expands on the role of this committee beyond what is outlined in the Companies Act.
  5. King IV emphasises the role of stakeholders in the governance process where their legitimate and reasonable needs, interest and expectations must be considered.
  6. King IV emphasises the importance of risk management in considering the interdependences of risk. It is recommended that there should be an overlap in membership between the audit and risk committee and that the risk committee should constitute at least three directors with the majority being non-executives.
  7. King IV suggests that the audit committee oversees auditor independence.
  8. A separate principle is included in which a governance framework should be agreed between the group Board and subsidiary Board.

King IV requires an ‘Apply AND Explain’ approach, as opposed to King III which is ‘Apply OR Explain’. This means that application of the principles is assumed, and that an explanation is disclosed on the practices that have been implemented and the progress made towards governance outcomes.

In conclusion

The new version of the King Report provides a more practical and principle-based approach to good corporate governance. If implemented effectively it should provide more transparency as it is simpler and more user-friendly to apply the principles.

Reporting on Going Concern

In 2015 the IAASB issued revisions to ISA 570, Going Concern. The revised Standard will become applicable for all audits of financial statements ending on or after 15 December 2016

Requirement
Enhanced audit effort is required in going concern “close call” situations as well as an increased focus on disclosures where a material uncertainty exists.

The going concern basis of accounting means that the financial statements are prepared on the assumption that the entity is a going concern and will continue its operations for the foreseeable future.

What is a Material Uncertainty?
A material uncertainty is one relating to events or conditions that may cast significant doubt on the entity’s ability to continue as a going concern and that may, therefore, indicate that it may be unable to realise its assets and discharge its liabilities in the normal course of business.

What must the auditor do?
The following is required:

  • Consider during the risk assessment whether events or conditions exist that may cast significant doubt on the entity’s ability to continue as a going concern
  • Evaluate the entity’s own assessment of going concern as follows:
    • Consider all relevant information including all available information that management used to make their assessment as well as any knowledge obtained during the audit.
    • The assessment should cover the same period as what the management used to make their assessment – this period should be at least 12 months from the date of approval of the financial statements.
    • If the period of the assessment is less than 12 months from the date of approval of the financial statements, consider whether it is necessary to provide a modified audit opinion or to disclose this fact in the auditor’s report.
  • Consider whether there are any events or conditions – either identified by management as part of their assessment or in addition to those – that may cast significant doubt on the company’s ability to continue to adopt the going concern basis of accounting. Where such events or conditions are identified, evaluate whether, in view of the requirements of the financial reporting framework, the financial statements provide adequate disclosures about those events and conditions, even where it has been concluded no material uncertainty exists.

Disclosures
When evaluating disclosures the following is required:

  • Consider any disclosures relating to solvency and liquidity risk, and the going concern basis of accounting made in the annual report.
  • Where the directors have concluded that there is a material uncertainty, consider the relevant disclosures, including the principal events or conditions that may cast significant doubt on the company’s ability to continue to adopt the going concern basis of accounting and the directors’ plans to deal with those events or conditions.
  • Where it is concluded that a material uncertainty related to the going concern basis of accounting exists, determine whether the financial statements disclose clearly that there is a material uncertainty relating to going concern.

Reporting
Use of Going Concern Basis of Accounting Is Inappropriate

  • Issue an Adverse Opinion

Use of Going Concern Basis of Accounting Is Appropriate but a Material Uncertainty exists

Adequate Disclosure of a Material Uncertainty Is Made in the Financial Statements
Draw attention to the note in the financial statements that discloses the matters

State that these events or conditions indicate that a material uncertainty exists that may cast significant doubt on the entity’s ability to continue as a going concern and that the auditor’s opinion is not modified in respect of the matter

Adequate Disclosure of a Material Uncertainty Is Not Made in the Financial Statements
Express a qualified opinion or adverse opinion, as appropriate, in accordance with ISA 705

In the Basis for Qualified (Adverse) Opinion section of the auditor’s report, state that a material uncertainty exists that may cast significant doubt on the entity’s ability to continue as a going concern and that the financial statements do not adequately disclose this matter

Matters relating to going concern, including “close calls” may be determined to be key audit matters to be reported as required by ISA 701.

Reporting of key audit matters in the audit report

In 2015 the IAASB issued the new ISA 701, Communicating Key Audit Matters in the Independent Auditor’s Report. This Standard will become applicable for all audits of financial statements ending on or after 15 December 2016

Requirement

The communication of Key Audit Matters (KAM) in the audit report will be required in all audits of listed entities.

What are Key Audit Matters?

KAM are those matters that are of most significance in the audit of the financial statements of the current period. From the matters that were communicated throughout the audit process to those charged with governance (TCWG) it would most likely be the matters that required significant auditor attention.

How to determine matters of most significance

The following factors may be considered to determine significance:

  • Matters which involved the most communication with TCWG
  • Matters determined to be important to the users of the financial statements
  • Where management’s selection of an accounting policy was complex or involved subjectivity
  • Whether there are any misstatements identified that related to the matter
  • Matters which required the most audit effort
  • Areas where there have been difficulties in applying audit procedures or obtaining relevant and reliable audit evidence
  • Areas affected by a severe control deficiency

It should be noted that a KAM in one period does not automatically become a KAM in the following period.

How to write a KAM

KAM should be entity-specific and audit-specific. The use of standardised, overly technical words and jargon should be avoided.

The description of KAM must always include:

  • Why the matter is considered a KAM
  • How the matter was addressed in the audit
  • Reference to the related disclosures (if any)

Why the matter is considered a KAM

Explaining the factors that led you to concluding that a particular matter required significant auditor attention and was of most significance in the audit is likely to be of interest to intended users.

The description may make reference to principle considerations such as:

  • Economic conditions that affected the auditor’s ability to obtain audit evidence (for example illiquid markets for certain financial instruments)
  • New or emerging accounting policies (for example entity-specific or industry-specific matters on which the engagement team consulted within the firm)
  • Changes in the entity’s strategy or business model that had a material effect on the financial statements.

How the matter was addressed in the audit

A description of how the KAM was addressed in the audit may include:

  • Aspects of the auditor’s response or approach
  • A brief overview of procedures performed
  • An indication of the outcome of the audit procedures

Key observations with respect to the matter.

It is allowed to describe more broadly how the matter was addressed in the audit rather than specifically providing a description of the auditor’s response, findings or procedures. The level of detail to include is a matter of professional judgement.

The description of KAM should not be a mere reiteration of what is already disclosed in the financial statements.

What to avoid

A KAM is not any of the following:

  • A substitute for disclosures in the financial statements
  • A substitute for a modified opinion
  • A substitute for reporting a material uncertainty related to going concern
  • A separate opinion on individual matters
  • An implication that a matter has not been resolved by the auditor.

How to deal with KAM in the audit opinion

  • Qualified / Adverse audit opinion
    • Include the usual KAM section
    • Make reference to Basis for Qualified Opinion / Basis for Adverse Opinion in the KAM Section (as relevant)

Example “In addition to the matter described in the Basis for Qualified Opinion section / Basis for Adverse Opinion section, we have determined the matters described below to be the key audit matters to be communicated in our report.” [Description of each key audit matter]

  • Disclaimer of audit opinion
    • KAM are not reported if there is a disclaimer of opinion

Amendments to IFRS 15 Revenue from Contracts with Customers

This newsletter is to give an insight to the new published guidance adding clarification to certain areas of the Standard as well as guidance on practical expedients.

New Guidance

In April 2016, the International Accounting Standards Board (the Board) issued amendments to IFRS 15 Revenue from Contracts with Customers, clarifying some requirements and providing additional transitional relief for companies that are implementing the new Standard. The amendments give clarification on how to:

  • identify a performance obligation (the promise to transfer a good or a service to a customer) in a contract;
  • determine whether a company is a principal (the provider of a good or service) or an agent (responsible for arranging for the good or service to be provided); and
  • determine whether the revenue from granting a licence should be recognised at a point in time or over time.

Identifying performance obligations

The amendment has given some additional illustrative factors to consider when determining when performance obligations are distinct.

These factors include: whether the goods or services are inputs to produce or deliver a combined output; whether the goods or services promised in the contract modify or customise or are significantly modified or customised by one or more of the other; and whether the goods or services are highly interdependent or interrelated.

Principal versus agent considerations

The amendment clarifies that entities are to assess whether they are a principal or agent on each specified good or service promised to the customer. As such, entities are required to identify each good or service to be provided to the customer and assess whether they control each good or service before that good or service is transferred to the customer. For example an entity is a principal if it is primarily responsible for fulfilling the promise to provide the specified good or service, the entity has inventory risk and the entity has discretion in establishing the prices for the specified good or service.

Indicators to assess whether entities are a principal or agent are amended as follows:

  • There is additional guidance to explain how each indicator supports the assessment of control.
  • The indicators are reframed to indicate when an entity is a principal rather than when an entity is an agent.
  • The indicator relating to the form of the consideration is removed as this indicator would not be helpful in assessing whether an entity is a principal.
  • The indicator relating to exposure to credit risk is also removed as credit risk is generally not a helpful indicator when assessing whether an entity controls the specified goods or services.

Licensing application guidance

IFRS 15 contains application guidance on an entity’s promise to grant a licence of its intellectual property (“IP”) and requires entities to determine whether the licence grants customers a right to use the underlying IP (which would result in point in time revenue recognition) or a right to access the IP (which would result in revenue recognition over time). This determination is based on whether the licensor’s ongoing activities are expected to significantly affect the underlying IP.

The amendments clarify that in making this assessment, an entity is required to determine whether (i) those activities are expected to significantly change the form or the functionality of the IP or (ii) the ability of the customer to obtain benefit from the IP is substantially derived from or dependent upon those activities.
If the IP has significant stand-alone functionality (i.e. the entity’s activities do not significantly affect the functionality of the IP), the licence would be a right to use IP, and revenue would be recognised at a point in time.

Practical expedients upon transition

  • Completed contracts
    The amendment give entities the option to apply another practical expedient when using the full retrospective transition approach. Under this expedient, entities are permitted to exclude the evaluation of any contract that was completed at the beginning of the earliest period presented. The purpose of this practical expedient is to reduce the population of contracts to which an entity will need to apply IFRS 15, in order to reduce the effort and cost of initial application.
  • Contracts modifications
    Additionally, entities are not required to apply the requirements for contracts modifications retrospectively for those contracts that were modified before the beginning of the earliest period presented. Instead, an entity is required to reflect the aggregate effect of those modifications when: identifying the satisfied and unsatisfied performance obligations; determining the transaction price; and allocating the transaction.

Effective date Entities are required to apply the amendments for annual periods beginning on or after 1 January 2018. Earlier application is permitted.

 

Amendments to IFRS 2 – Classification and Measurement of Share-based Payment Transactions

This newsletter is to give an insight to the new published guidance on the treatment of cash settled share-based payments per IFRS 2.

New Guidance to the treatment of vesting conditions

On the 20th June 2016, the IASB issued amendments to IFRS 2 Share-based Payments, clarifying how to account for certain types of share-based payment transactions. The amendments provide the requirements on the accounting for:

  • the effects of vesting and non-vesting conditions on the measurement of cash-settled share-based payments;
  • share-based payment transactions with a net settlement feature for withholding tax obligations; and
  • a modification to the terms and conditions of a share-based payment that changes the classification of the transaction from cash-settled to equity-settled.

Effects of vesting and non-vesting conditions on the measurement of cash-settled share-based payments

Where a cash-settled share-based payment contains performance (vesting) conditions. Vesting conditions, other than market conditions, must be taken into account by adjusting the number of awards included in the measurement of the liability arising from the transaction and not when estimating the measurement date (initial) fair value.

To achieve this, the entity must recognise an amount for the goods or services to be received during the vesting period. That amount will be based on the best available estimate of the number of awards that are expected to vest. The entity must revise that estimate, if subsequent information indicates that the number of awards that are expected to vest differs from previous estimates. On the vesting date, the entity revises the estimate to equal the number of awards that ultimately vested.

However, market conditions, such as a target share price upon which vesting (or exercisability) is conditioned, as well as non-vesting conditions, must be taken into account when estimating the fair value of the cash-settled share-based payment granted and when remeasuring the fair value at the end of each reporting period and at the date of settlement. This will result that the cumulative share-based payment is equal to the cash that is paid.

For cash-settled share-based payment transactions, the entity must initially measure the goods or services acquired and the liability incurred at the fair value of the liability.

Share-based payment transactions with a net settlement feature for withholding tax obligations

Tax laws or regulations may oblige an entity to withhold an amount for an employee’s tax obligation associated with a share-based payment and transfer that amount, normally in cash, to the tax authority on the employee’s behalf.

For share-based payment transactions where the terms of the arrangement provide either the entity or the counterparty with the choice of whether the entity settles the transaction in cash or by issuing equity instruments, the entity must account for that transaction, or the components of that transaction, as a cash-settled share-based payment transaction if, and to the extent that, the entity has incurred a liability to settle in cash or other assets, or as an equity-settled share-based payment transaction if, and to the extent that, no such liability has been incurred.

Where the terms of the share-based payment arrangement may permit or require the entity to withhold the number of equity instruments equal to the monetary value of the employee’s tax obligation from the total number of equity instruments that otherwise would have been issued to the employee upon exercise (or vesting) of the share-based payment (i.e. the share-based payment arrangement has a ‘net settlement feature’).

The above transaction must be classified in its entirety as an equity-settled share-based payment transaction if it would have been so classified in the absence of the net settlement feature.

It should still be noted that entities must account for the withholding of shares to fund the payment to the tax authority in respect of the employee’s tax obligation associated with the share-based payment. Therefore, the payment made must be accounted for as a deduction from equity for the shares withheld, except to the extent that the payment exceeds the fair value at the net settlement date of the equity instruments withheld. Note that this exception is not applicable for arrangements with a net settlement feature for which there is no obligation on the entity under tax laws/ regulations to withhold an amount for an employee’s tax obligation associated with that share-based payment or any equity instruments that the entity withholds in excess of the employee’s tax obligation associated with the share-based payment. Such excess shares withheld must be accounted for as a cash-settled share-based payment when this amount is paid in cash (or other assets) to the employee.

Modification to the terms and conditions of a share-based payment that changes the classification of the transaction from cash-settled to equity-settled

If the terms and conditions of a cash-settled share-based payment transaction are modified with the result that it becomes an equity-settled share-based payment transaction, the transaction is accounted for as such from the date of the modification.

Effective date
Entities are required to apply the amendments for annual periods beginning on or after 1 January 2018. Earlier application is permitted.

IFRS 16 Leases

IFRS 16 replaces IAS 17 and all related interpretations, and completes the IASB’s project to improve the financial reporting of leases.
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