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Latest Developments in IFRS –
      Is the US Finally Ready to
            Move Forward?


Accounting Day
9:15am – 10:35am (Track A)
May 9, 2011

Stephen G. Austin, CPA, MBA
Firm Managing Partner
Swenson Advisors, LLP
                                    1
Stephen G. Austin, CPA, MBA
   Over 35 years of public accounting experience as an Audit
    Partner with Price Waterhouse, McGladrey & Pullen, LLP, and
    Swenson Advisors, LLP


   Certified Public Accountant - California and Georgia


   Audit Committee Chairman - Avanir Pharmaceuticals, Rock
    Church, World Trade Center San Diego, and Santa Fe Christian
    Schools


   Serves on twenty Boards and related Committees


   Author of “Rise of the New Ethics Class”
                                                                   2
Swenson Advisors, LLP
A Regional Accounting Firm with Global Outreach


■   PCAOB Registered Firm
■   Offices in San Diego, Riverside County,
    and Hong Kong
■   SEC/SOX - Audit, Tax, Compliance, Asia Pacific Compliance
    services, IFRS Consulting
■   SOX Consulting Services with SWENTRACKTM - Automated
    Web Based Solutions
■   Top #30 Accounting Firms in San Diego from 2009 – 2011
■   Second Largest Accounting Firm in Riverside County
■   Members of Integra International - 174 offices, 59 countries

                                                                   3
BREAKING NEWS

David Tweedie
IASB chairman said:



He wants to “stick to the June timeline to focus minds but
       there would not be compromise on quality.”

  IFRS and FASB Extend Convergence Timetable
      and Issue April, 2011 Progress Report



              “Global accounting rule setters urged to take time,” 4/1/11, H.Jones   4
BREAKING NEWS
“IASB and FASB Report Progress on Convergence”
    (Journal of Accountancy, 4/21/11)
■ On April 14, 2011, FASB and IASB
  have jointly announced a further
  delay to the convergence of IFRS
■ Announced that they would defer

  “by a few months” the timeline for:
        ■   Revenue recognition – End of 2011
        ■   Leasing – End of 2011
        ■   Financial instruments – End of 2011
        ■   Insurance – First half of 2012
■   Boards expect to issue new standards on fair value
    measurements and presentations of other comprehensive
    income in the new few weeks.
■   April 21, 2011 – Progress Report                        5
BREAKING NEWS
Michel Barnier
Member of IASB’s monitoring board:



  "Convergence should not be at the expense of quality."

  "It is essential that the IASB responds fully to concerns
         expressed by stakeholders, including additional
           field-testing of projects where needed.”

   “We should make use of the deadline set by the G20
        (Group of 20 leading economies) recently.”
               “Global accounting rule setters urged to take time,” 4/1/11, H.Jones   6
BREAKING NEWS

Robert Glauber
IASB Trustee:


      “Convergence was moving forward and it still
               has some distance to go.”

 "We continue to tell the monitoring board they should be
    totally assured we do not and shall not permit due
     process to be sacrificed to any kind of deadline."



              “Global accounting rule setters urged to take time,” 4/1/11, H.Jones   7
BREAKING NEWS


Mary Schapiro
Chairman of US SEC:


          “I think the rigour and timeliness of
           oversight is especially important.”




             “Global accounting rule setters urged to take time,” 4/1/11, H.Jones   8
9
IFRS Timeline
2001   Formation of the IASC Foundation and the IASB
2002   EU passes regulation to adopt IFRS for listed entities in 2005
       FASB and IASB sign ‘The Norwalk Agreement’ in which they
       commit to reduce differences between US GAAP and IFRS,
       initiating the conversion efforts
2005   Nearly 7,000 listed entities in Europe adopt IFRS
2006   IASB announces ‘three years stable platform period’ - entities
       that have already adopted IFRS do not need to implement new
       IFRS until 2009
2007   SEC removes reconciliation requirement for non-US entities
       reporting under IFRS
2008   SEC proposes roadmap for potential mandatory adoption of
       IFRS by US Filers
2009   New SEC Chairman Mary Shapiro is reluctant to fully support
       roadmap to IFRS. In April, the Group of Twenty supports IFRS
       as one important step towards reforming the Financial System
2010   SEC Work Plan
2011   SEC – April Progress Report/July Roundtable
                                                                        10
Why Global Accounting Standards?

■   Global Accounting Standards improve the functioning of
    global capital markets by providing better information to
    investors and other users of financial statements

   Decrease the costs of preparing and interpreting financial
    statements

   Decrease cost of capital



                                                                 11
IFRS for
Small and Medium Enterprises
  (SMEs/Private Entities)




                               12
BREAKING NEWS

SME accounting standards response ‘bigger than
expected’ (Accountancy Age, 5/3/11)
■   Stakeholders were first invited to comment on the Accounting
    Standards Board’s (UK ASB) consultation document in October 2010
■   “The Consultation” on IFRS for SMEs concluded on Saturday, April
     30th with a response that exceeded expectations
■   Respondents’ main concerns have focused on efforts to simplify
    FRSME (the draft IFRS for SMEs) by removing some of the options
    available under full IFRS
■   The ASB board has begun working through the responses which will
    take until Fall with a Report to emerge in late 2011

                                                                       13
Summary – IFRS for SMEs

   Issued July 2009
   Culmination of a five year project
   Represents a stand alone set of
    standards
   Considerably shorter –
    only 230 pages
   35 chapters


                                         14
Definition of Users
   Small and medium-sized entities are entities that:

    (a) Do not have public accountability, and

    (b) Publish general purpose financial statements for
        external users. Examples of external users include
        owners who are not involved in managing the
        business, existing and potential creditors, and credit
        rating agencies




                                                                 15
30+ Topics

   Financial statement presentation
   Four separate financial statements
   Footnotes
   Accounting policies
   Inventory
   Investment in associates and joint ventures
   PP&E
   Goodwill and intangibles
   Leases
                                                  16
30+ Topics, Continued

   Reserves and contingencies
   Revenues
   Share-based payments
   Impairments
   Employee benefits
   Taxes
   Foreign currency translation
   Hyper inflation
   Related parties
                                     17
Key Differences Between
       Full IFRS and IFRS for SMEs
   Jointly controlled entities - no proportional consolidation
   Investment properties – no cost method allowed
   PP&E / intangibles – no revaluation treatment
   Employee benefits – no corridor method allowed
   Intangibles – no capitalization of R&D costs
   Borrowing costs – expense only




                                                                  18
Overview of
Convergence Process




                      19
MoU Process
First MoU – February 2006




   Second MoU – 2008




    Third MoU – 2009



                            20
21
SEC Initial Work Plan (February 2010)
                – Six Components
1.   Sufficient development and
     application of IFRS for the US
     domestic reporting system
2.   Independent Standard settings
     for the benefit of investor
3.   Investor understanding and
     education regarding IFRS
4.   Regulatory environment
5.   Impact of issuers
6.   Human capital readiness
                                                 22
Subsequent Series of Progress
   and Work Plan Reports




                                23
Recent Changes at the Top of the
IASB and FASB and their Impact
 on the Timing of Convergence




                               24
Transitional Times
   Tommaso Padoa-Schioppa – IFRS Foundation Chairman
    • Dies of Heart Attack - Process for selecting a new
      Chairman will be published soon
   Sir David Tweedie – IASB Chairman
    • Hans Hoogervorst will succeed Sir David Tweedie on his
      retirement as chairman of the IASB – June 30, 2011
   Robert Herz – FASB Chairman
    • Leslie Seidman named FASB Chairman. Her appointment
      comes as FASB deals with an unprecedented workload to
      complete priority convergence projects with the IASB by
      June 30th


                                                                25
2010-2011
New Pronouncements and Updates




                             26
   One new standard – IFRS 9
   One revised standard – IAS 24
   Amendments to IFRS that were issued as
    separate documents
   Amendments to IFRS issued in the second
    annual improvement projects
   Amendments to other IFRS resulting from those
    revised or amended standards
   Two new interpretations – IFRIC 18 and 19
                                                    27
New Pronouncements

   IFRS 9         Financial Instruments

   IAS 24         Related Party Disclosures

   IFRIC 18       Transfers of Assets from Customers

   IFRIC 19       Extinguishing Financial Liabilities with
                   Equity Instruments



                                                              28
Amendments to IFRS Issued
        as Separate Documents
   Amendments to IFRS 7
   Amendments to IFRIC 9 and IAS 39
   Annual improvements
   Amendments to IFRS 2
   Amendments to IFRS 1
   Amendments to IAS 32
   Amendments to IFRIC 14
   Amendments to IAS 12

                                       29
Status of Convergence Work




                             30
Overview of the
New Revenue Recognition Model




                                31
Work Plan for Remaining Priority
            Convergence Projects
Revenue recognition:
   The IASB and FASB published a joint discussion paper in December
    2008
   The project is critical to both the FASB and the IASB. US GAAP has
    a wide range of very detailed industry-specific requirements
   The boards have been considering the feedback received from
    comment letters and the boards’ extensive outreach activities and
    are close to completing their redeliberations
        Draft of the new standard will be:
       a)   Made generally available, via the boards’ websites, for interested parties to
            review;
       b)   Used as the basis for outreach with parties that are most affected by the
            proposed new requirements; and
       c)   Subjected to a detailed drafting review with selected parties, as part of the
            fatal flaw review process each board is required to undertake
    The board will consider feedback that they received from these steps
     to assess whether they can proceed to finalize the standards
                                                                                            32
Exposure Draft
Issued in June 2010




                      33
Key Components :
           Revenue Recognition
Step 1   Identify the contracts with the customer
Step 2   Identify the separate performance obligations
Step 3   Determine the transaction price
Step 4   Allocate the transaction price to the performance
         obligations
Step 5   Recognize revenue when a performance
         obligation is satisfied




                                                             34
Expanded Footnote Disclosures




                                35
36
Work Plan for Remaining Priority
            Convergence Projects
Leasing:
   The objective of this project is to improve financial reporting by
    ensuring that all assets and liabilities arising from lease contracts are
    recognized in the statement of financial position
   The boards published a joint exposure draft in August 2010
   The boards have been considering the feedback received from
    comment letters and the boards’ extensive outreach activities
   They intend to develop a draft of the new standard, which will be:
       a)  Made generally available, via the boards’ websites, for
           interested parties to review;
       b)  Used as the basis for outreach with parties that are most
           affected by the proposed new requirements; and
       c)  Subjected to a detailed drafting review with selected parties,
           as part of the fatal flaw review process each board is required
           to undertake
                                                                           37
Work Plan for Remaining Priority
          Convergence Projects
Financial instruments:
   Efforts to improve our requirements and to reach a
    common solution have been complicated by differing
    imperatives that pushed our respective development
    timetables out of alignment
   Strategy for addressing those differences remains the
    same – each board has been publishing its proposals
    while also soliciting comment on those of the other board,
    as a way of giving interested parties the opportunity to
    compare and assess the relative merits of both boards’
    proposals
                                                            38
Top 10 Industrialized countries
     and their Use of IFRS
              and
 How they Have Implemented
      the New Standards


                                  39
Understanding the
Differences between
   “Adoption”
      and
  “Adaptation”
   (=Adaption?)


                      40
China
   Rules for Listed Filings
Is IFRS required for all listed companies?
      No, however CAS (Chinese Accounting Standards) have “somewhat
      converged” with IFRS. It is not a direct translation of IFRS and
      several differences remain between CAS and IFRS. The Ministry of
      Finance has plans to eliminate those differences.
      Version of IFRS is not applicable.


   Rules for Statutory Filings
Is IFRS or IFRS for SMEs required, permitted or prohibited?
      IFRS or IFRS for SMEs are prohibited.
      Basically “stuck” in the 2006 version of IFRS.



                                                                   41
                          IFRS adoption by country – www.pwc.com
India
   Rules for Listed Filings
Is IFRS required for all listed companies?
       No, Financial Statements must be prepared in accordance with
       Indian GAAP. Version of IFRS is not applicable.


   Rules for Statutory Filings
Is IFRS or IFRS for SMEs required, permitted or prohibited?
       IFRS and IFRS for SMEs are prohibited. Financial Statements
       must be prepared in accordance with Indian GAAP.

       Failed to meet the March, 2011 deadline.




                                                                        42
                               IFRS adoption by country – www.pwc.com
United Kingdom
   Rules for Listed Filings
Is IFRS required for all listed companies?
       Required for consolidated financial statements. Permitted for
       standalone/separate financial statements.
       IFRS as adopted by EU.


   Rules for Statutory Filings
Is IFRS or IFRS for SMEs required, permitted or prohibited?
       Permitted for standalone/separate financial statements.
       IFRS for SMEs is prohibited.
       Parent companies can choose to apply IFRS or UK GAAP.



                                                                       43
                          IFRS adoption by country – www.pwc.com
Germany
 Rules for Listed Filings
Is IFRS required for all listed companies?
       Required for all consolidated financial statements.
       IFRS as adopted by EU.


   Rules for Statutory Filings
Is IFRS or IFRS for SMEs required, permitted or prohibited?
       Permitted, for standalone financial statements as long as
       additionally, local GAAP (HGB) consolidated financial
       statements are prepared and filed.
       IFRS for SMEs is prohibited.



                                                                   44
                          IFRS adoption by country – www.pwc.com
France
   Rules for Listed Filings
Is IFRS required for all listed companies?
       Required for consolidated financial statements.
       IFRS as adopted by EU.


Are subsidiaries of foreign companies or foreign companies listed on
local exchanges subject to different rules?
       Yes. Non-EU companies can apply Japanese, US or Canadian
       GAAP.


 Rules for Statutory Filings
Is IFRS or IFRS for SMEs required, permitted or prohibited?
     IFRS and IFRS for SMEs are prohibited.

                                                                       45
                         IFRS adoption by country – www.pwc.com
Australia
   Rules for Listed Filings
Is IFRS required for all listed companies?
       Required for consolidated financial statements. There is no
       longer a requirement to prepare separate standalone financial
       statements for the parent entity.
       IFRS as adopted using the Australian version of IFRS.


   Rules for Statutory Filings
Is IFRS or IFRS for SMEs required, permitted or prohibited?
       IFRS is required for most consolidated and
       standalone/separate financial statements.
       IFRS for SMEs is prohibited.



                                                                       46
                          IFRS adoption by country – www.pwc.com
New Zealand
 Rules for Listed Filings
Is IFRS required for all listed companies?
      Required for consolidated and standalone/separate financial
      statements. Like Australia, IFRS as adopted locally. All
      requirements of IFRS as published by IASB are retained, but also
      some additional requirements are included in New Zealand
      Equivalents to IFRS (NZ IFRS) (mainly in relation to public benefit
      entities, so these would not be relevant for listed entities).

 Rules for Statutory Filings
Is IFRS or IFRS for SMEs required, permitted or prohibited?
      NZ IFRS is required for some companies and IFRS for SMEs is
      prohibited.




                                                                     47
                       IFRS adoption by country – www.pwc.com
Japan
 Rules for Listed Filings
Is IFRS required for all listed companies?
     Listed companies which meet certain requirements ("Specified Companies") are
     permitted to use IFRS for their consolidated financial statements ending on or
     after March 31, 2010.
     IFRS as adopted by the Financial Services Agency ("Designated IFRS’").
     The Commissioner of the Financial Services Agency of Japan will
     designate those IFRSs published by the IASB which are recognized as
     having been approved and issued through fair and reasonable due
     process and are expected to be considered as being fair and appropriate
     financial reporting standards from the viewpoint of investor protection
     and market integrity in Japan.
 Rules for Statutory Filings

Is IFRS or IFRS for SMEs required, permitted or prohibited?
     Companies which file their consolidated financial statements under the
     Companies Act are permitted to use IFRS for the consolidated financial
     statements ending on or after March 31, 2010, if they are Specified
     Companies.
                                                                                48
                           IFRS adoption by country – www.pwc.com
Spain
 Rules for Listed Filings
Is IFRS required for all listed companies?
      IFRS is required for consolidated financial statements for listed
      companies (other than financial institutions). Financial institutions
      must apply a local accounting plan that complies with IFRS
      although it is not called IFRS. Main differences are the elimination
      of the “non preferable accounting policies” when there are
      alternatives (i.e. the fair value model for IAS16 items is not
      permitted).
      IFRS as adopted by the EU.

 Rules for Statutory Filings
Is IFRS or IFRS for SMEs required, permitted or prohibited?
      IFRS is permitted for consolidated financial statements.
      All other companies must use New Spanish GAAP (effective
      January 1, 2008), which is essentially IFRS based with some
      differences.
      IFRS for SMEs is prohibited.
                                                                        49
                        IFRS adoption by country – www.pwc.com
South Korea
 Rules for Listed Filings
Is IFRS required for all listed companies?
       Adoption of IFRS is required for all listed companies and certain
       unlisted financial institutions from 2011.
       IFRS as published by IASB and translated to Korean language
       word-for-word.


   Rules for Statutory Filings
Is IFRS or IFRS for SMEs required, permitted or prohibited?
       IFRS is permitted from 2009 for all statutory filers. In 2011, IFRS is a
       requirement for all listed statutory filers and certain unlisted
       financial institutions.
       IFRS for SME is prohibited for statutory filings.

                                                                           50
                          IFRS adoption by country – www.pwc.com
“Deep Dive” into the
Progress Report (October 29, 2010)
   on the SEC Work Plan
              and

Practical Issues Surrounding
       IFRS Adoption

                                     51
Progress Report on SEC Work Plan
        October 29, 2010




                                   52
SEC “Preliminary Observations”
                            (October 2011)

Approaches to Incorporate IFRS into a Jurisdiction’s
Financial Reporting System
    1.   Use IFRS as issued by IASB
         Very few follow!
    2.   Use IFRS after some form of national incorporation process
         Leading to...
                         Convergence approach
                                and/or
                         Endorsement approach



                                                                      53
Convergence Approach

China – Best Example
   Moving closer
   Not full incorporated
   Follow “ASBEs” – Accounting Standards for Business
    Enterprises (Set by the Accounting Law of the PRC)
   Adopted 2006 standards in 2007
   September 2009 – new Roadmap (exposure draft)
   In state of “lull”



                                                         54
Endorsement Approach
           (Vast Majority Follow this Approach)
       Degree of deviation varies by jurisdiction
       Translated into local language (not English)
       Modification based on “country specific issues”
       EU – largest example
        Australia – 2nd largest example
2005     Must follow IAS adopted by European Commission for listed companies
2006 ‐ New IFRS must go through multiple steps before its authorized by the 
Present “EFRAG” (European Financial Reporting Advisory Group) 
         and then “SARG” (Standards Advice Review Group) and then..

         “ARC” (Accounting Regulatory Commission) and finally...

         the European Parliament has three months to oppose endorsement

         If not opposed                      published in the Office Journal of the EU   55
Other Critical
      SEC Observations and Concerns

   Oversight of the IFRS Foundation?
   Composition of the IFRS Foundation and IASB
   Significant underfunding of the IFRS Foundation
    • Operating deficits of $4 million
    • 75% of the countries do not help fund
    • United States accounts for about 25% of total
        funding
   Many issues to resolve!!!



                                                      56
Understanding the New Term
      “Condorsement”
(Convergence + Endorsement)
             and
    What It Means to You!


                              57
What to Expect from the SEC
  in the Next 30-60 Days




                              58
SEC will sponsor a Roundtable in July to
   discuss benefits/challenges in potentially incorporating IFRS
        into the financial reporting system for US issuers


     The July 7 event will feature three panels representing –
       investors, smaller public companies, and regulators


SEC welcomes feedback on the topics to address at the roundtable
     and suggestions for potential roundtable participants
                                                                   59
SEC sent a letter to the Center for Audit Quality –
acknowledging that it would be impossible for foreign private issuers,
             or those who file their financial statements
  with the SEC following IFRS, to file in XBRL following SEC rules


On March 25, IFRS Foundation finalized the 2011 IFRS Taxonomy,
     however the SEC has not yet approved that taxonomy
                                                                    60
IFRS Foundation to Add Common-Practice
        Tags to IFRS Taxonomy




                                         61
What You and Your Team
 Should Be Doing Now




                         62
PWC Survey
April 2011




             63
64
2011 US GAAP Convergence & IFRS Survey, 4/11/11
Some 43% respondents said the pace is too fast.
     15% thought the pace was too slow.
                                                                65
              2011 US GAAP Convergence & IFRS Survey, 4/11/11
Predictive Timeline for
     2011-2015?




                          66
67
68
69
70
71
72
Personal Experience in 2011
Teaching IFRS to the Chinese
      at the MBA Level
   at Shanghai University
 of Finance and Economics




                               73
Thank You


 Stephen G. Austin, MBA, CPA
steve.austin@swensonadvisors.com



  www.SwensonAdvisors.com
      www.swentrack.com
   www.swensonforensic.com

                                   74

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Latest Developments in IFRS - Is the US Finally Ready to Move Forward?

  • 1. Latest Developments in IFRS – Is the US Finally Ready to Move Forward? Accounting Day 9:15am – 10:35am (Track A) May 9, 2011 Stephen G. Austin, CPA, MBA Firm Managing Partner Swenson Advisors, LLP 1
  • 2. Stephen G. Austin, CPA, MBA  Over 35 years of public accounting experience as an Audit Partner with Price Waterhouse, McGladrey & Pullen, LLP, and Swenson Advisors, LLP  Certified Public Accountant - California and Georgia  Audit Committee Chairman - Avanir Pharmaceuticals, Rock Church, World Trade Center San Diego, and Santa Fe Christian Schools  Serves on twenty Boards and related Committees  Author of “Rise of the New Ethics Class” 2
  • 3. Swenson Advisors, LLP A Regional Accounting Firm with Global Outreach ■ PCAOB Registered Firm ■ Offices in San Diego, Riverside County, and Hong Kong ■ SEC/SOX - Audit, Tax, Compliance, Asia Pacific Compliance services, IFRS Consulting ■ SOX Consulting Services with SWENTRACKTM - Automated Web Based Solutions ■ Top #30 Accounting Firms in San Diego from 2009 – 2011 ■ Second Largest Accounting Firm in Riverside County ■ Members of Integra International - 174 offices, 59 countries 3
  • 4. BREAKING NEWS David Tweedie IASB chairman said: He wants to “stick to the June timeline to focus minds but there would not be compromise on quality.” IFRS and FASB Extend Convergence Timetable and Issue April, 2011 Progress Report “Global accounting rule setters urged to take time,” 4/1/11, H.Jones 4
  • 5. BREAKING NEWS “IASB and FASB Report Progress on Convergence” (Journal of Accountancy, 4/21/11) ■ On April 14, 2011, FASB and IASB have jointly announced a further delay to the convergence of IFRS ■ Announced that they would defer “by a few months” the timeline for: ■ Revenue recognition – End of 2011 ■ Leasing – End of 2011 ■ Financial instruments – End of 2011 ■ Insurance – First half of 2012 ■ Boards expect to issue new standards on fair value measurements and presentations of other comprehensive income in the new few weeks. ■ April 21, 2011 – Progress Report 5
  • 6. BREAKING NEWS Michel Barnier Member of IASB’s monitoring board: "Convergence should not be at the expense of quality." "It is essential that the IASB responds fully to concerns expressed by stakeholders, including additional field-testing of projects where needed.” “We should make use of the deadline set by the G20 (Group of 20 leading economies) recently.” “Global accounting rule setters urged to take time,” 4/1/11, H.Jones 6
  • 7. BREAKING NEWS Robert Glauber IASB Trustee: “Convergence was moving forward and it still has some distance to go.” "We continue to tell the monitoring board they should be totally assured we do not and shall not permit due process to be sacrificed to any kind of deadline." “Global accounting rule setters urged to take time,” 4/1/11, H.Jones 7
  • 8. BREAKING NEWS Mary Schapiro Chairman of US SEC: “I think the rigour and timeliness of oversight is especially important.” “Global accounting rule setters urged to take time,” 4/1/11, H.Jones 8
  • 9. 9
  • 10. IFRS Timeline 2001 Formation of the IASC Foundation and the IASB 2002 EU passes regulation to adopt IFRS for listed entities in 2005 FASB and IASB sign ‘The Norwalk Agreement’ in which they commit to reduce differences between US GAAP and IFRS, initiating the conversion efforts 2005 Nearly 7,000 listed entities in Europe adopt IFRS 2006 IASB announces ‘three years stable platform period’ - entities that have already adopted IFRS do not need to implement new IFRS until 2009 2007 SEC removes reconciliation requirement for non-US entities reporting under IFRS 2008 SEC proposes roadmap for potential mandatory adoption of IFRS by US Filers 2009 New SEC Chairman Mary Shapiro is reluctant to fully support roadmap to IFRS. In April, the Group of Twenty supports IFRS as one important step towards reforming the Financial System 2010 SEC Work Plan 2011 SEC – April Progress Report/July Roundtable 10
  • 11. Why Global Accounting Standards? ■ Global Accounting Standards improve the functioning of global capital markets by providing better information to investors and other users of financial statements  Decrease the costs of preparing and interpreting financial statements  Decrease cost of capital 11
  • 12. IFRS for Small and Medium Enterprises (SMEs/Private Entities) 12
  • 13. BREAKING NEWS SME accounting standards response ‘bigger than expected’ (Accountancy Age, 5/3/11) ■ Stakeholders were first invited to comment on the Accounting Standards Board’s (UK ASB) consultation document in October 2010 ■ “The Consultation” on IFRS for SMEs concluded on Saturday, April 30th with a response that exceeded expectations ■ Respondents’ main concerns have focused on efforts to simplify FRSME (the draft IFRS for SMEs) by removing some of the options available under full IFRS ■ The ASB board has begun working through the responses which will take until Fall with a Report to emerge in late 2011 13
  • 14. Summary – IFRS for SMEs  Issued July 2009  Culmination of a five year project  Represents a stand alone set of standards  Considerably shorter – only 230 pages  35 chapters 14
  • 15. Definition of Users  Small and medium-sized entities are entities that: (a) Do not have public accountability, and (b) Publish general purpose financial statements for external users. Examples of external users include owners who are not involved in managing the business, existing and potential creditors, and credit rating agencies 15
  • 16. 30+ Topics  Financial statement presentation  Four separate financial statements  Footnotes  Accounting policies  Inventory  Investment in associates and joint ventures  PP&E  Goodwill and intangibles  Leases 16
  • 17. 30+ Topics, Continued  Reserves and contingencies  Revenues  Share-based payments  Impairments  Employee benefits  Taxes  Foreign currency translation  Hyper inflation  Related parties 17
  • 18. Key Differences Between Full IFRS and IFRS for SMEs  Jointly controlled entities - no proportional consolidation  Investment properties – no cost method allowed  PP&E / intangibles – no revaluation treatment  Employee benefits – no corridor method allowed  Intangibles – no capitalization of R&D costs  Borrowing costs – expense only 18
  • 20. MoU Process First MoU – February 2006 Second MoU – 2008 Third MoU – 2009 20
  • 21. 21
  • 22. SEC Initial Work Plan (February 2010) – Six Components 1. Sufficient development and application of IFRS for the US domestic reporting system 2. Independent Standard settings for the benefit of investor 3. Investor understanding and education regarding IFRS 4. Regulatory environment 5. Impact of issuers 6. Human capital readiness 22
  • 23. Subsequent Series of Progress and Work Plan Reports 23
  • 24. Recent Changes at the Top of the IASB and FASB and their Impact on the Timing of Convergence 24
  • 25. Transitional Times  Tommaso Padoa-Schioppa – IFRS Foundation Chairman • Dies of Heart Attack - Process for selecting a new Chairman will be published soon  Sir David Tweedie – IASB Chairman • Hans Hoogervorst will succeed Sir David Tweedie on his retirement as chairman of the IASB – June 30, 2011  Robert Herz – FASB Chairman • Leslie Seidman named FASB Chairman. Her appointment comes as FASB deals with an unprecedented workload to complete priority convergence projects with the IASB by June 30th 25
  • 27. One new standard – IFRS 9  One revised standard – IAS 24  Amendments to IFRS that were issued as separate documents  Amendments to IFRS issued in the second annual improvement projects  Amendments to other IFRS resulting from those revised or amended standards  Two new interpretations – IFRIC 18 and 19 27
  • 28. New Pronouncements  IFRS 9 Financial Instruments  IAS 24 Related Party Disclosures  IFRIC 18 Transfers of Assets from Customers  IFRIC 19 Extinguishing Financial Liabilities with Equity Instruments 28
  • 29. Amendments to IFRS Issued as Separate Documents  Amendments to IFRS 7  Amendments to IFRIC 9 and IAS 39  Annual improvements  Amendments to IFRS 2  Amendments to IFRS 1  Amendments to IAS 32  Amendments to IFRIC 14  Amendments to IAS 12 29
  • 31. Overview of the New Revenue Recognition Model 31
  • 32. Work Plan for Remaining Priority Convergence Projects Revenue recognition:  The IASB and FASB published a joint discussion paper in December 2008  The project is critical to both the FASB and the IASB. US GAAP has a wide range of very detailed industry-specific requirements  The boards have been considering the feedback received from comment letters and the boards’ extensive outreach activities and are close to completing their redeliberations Draft of the new standard will be: a) Made generally available, via the boards’ websites, for interested parties to review; b) Used as the basis for outreach with parties that are most affected by the proposed new requirements; and c) Subjected to a detailed drafting review with selected parties, as part of the fatal flaw review process each board is required to undertake  The board will consider feedback that they received from these steps to assess whether they can proceed to finalize the standards 32
  • 33. Exposure Draft Issued in June 2010 33
  • 34. Key Components : Revenue Recognition Step 1 Identify the contracts with the customer Step 2 Identify the separate performance obligations Step 3 Determine the transaction price Step 4 Allocate the transaction price to the performance obligations Step 5 Recognize revenue when a performance obligation is satisfied 34
  • 36. 36
  • 37. Work Plan for Remaining Priority Convergence Projects Leasing:  The objective of this project is to improve financial reporting by ensuring that all assets and liabilities arising from lease contracts are recognized in the statement of financial position  The boards published a joint exposure draft in August 2010  The boards have been considering the feedback received from comment letters and the boards’ extensive outreach activities  They intend to develop a draft of the new standard, which will be: a) Made generally available, via the boards’ websites, for interested parties to review; b) Used as the basis for outreach with parties that are most affected by the proposed new requirements; and c) Subjected to a detailed drafting review with selected parties, as part of the fatal flaw review process each board is required to undertake 37
  • 38. Work Plan for Remaining Priority Convergence Projects Financial instruments:  Efforts to improve our requirements and to reach a common solution have been complicated by differing imperatives that pushed our respective development timetables out of alignment  Strategy for addressing those differences remains the same – each board has been publishing its proposals while also soliciting comment on those of the other board, as a way of giving interested parties the opportunity to compare and assess the relative merits of both boards’ proposals 38
  • 39. Top 10 Industrialized countries and their Use of IFRS and How they Have Implemented the New Standards 39
  • 40. Understanding the Differences between “Adoption” and “Adaptation” (=Adaption?) 40
  • 41. China  Rules for Listed Filings Is IFRS required for all listed companies? No, however CAS (Chinese Accounting Standards) have “somewhat converged” with IFRS. It is not a direct translation of IFRS and several differences remain between CAS and IFRS. The Ministry of Finance has plans to eliminate those differences. Version of IFRS is not applicable.  Rules for Statutory Filings Is IFRS or IFRS for SMEs required, permitted or prohibited? IFRS or IFRS for SMEs are prohibited. Basically “stuck” in the 2006 version of IFRS. 41 IFRS adoption by country – www.pwc.com
  • 42. India  Rules for Listed Filings Is IFRS required for all listed companies? No, Financial Statements must be prepared in accordance with Indian GAAP. Version of IFRS is not applicable.  Rules for Statutory Filings Is IFRS or IFRS for SMEs required, permitted or prohibited? IFRS and IFRS for SMEs are prohibited. Financial Statements must be prepared in accordance with Indian GAAP. Failed to meet the March, 2011 deadline. 42 IFRS adoption by country – www.pwc.com
  • 43. United Kingdom  Rules for Listed Filings Is IFRS required for all listed companies? Required for consolidated financial statements. Permitted for standalone/separate financial statements. IFRS as adopted by EU.  Rules for Statutory Filings Is IFRS or IFRS for SMEs required, permitted or prohibited? Permitted for standalone/separate financial statements. IFRS for SMEs is prohibited. Parent companies can choose to apply IFRS or UK GAAP. 43 IFRS adoption by country – www.pwc.com
  • 44. Germany  Rules for Listed Filings Is IFRS required for all listed companies? Required for all consolidated financial statements. IFRS as adopted by EU.  Rules for Statutory Filings Is IFRS or IFRS for SMEs required, permitted or prohibited? Permitted, for standalone financial statements as long as additionally, local GAAP (HGB) consolidated financial statements are prepared and filed. IFRS for SMEs is prohibited. 44 IFRS adoption by country – www.pwc.com
  • 45. France  Rules for Listed Filings Is IFRS required for all listed companies? Required for consolidated financial statements. IFRS as adopted by EU. Are subsidiaries of foreign companies or foreign companies listed on local exchanges subject to different rules? Yes. Non-EU companies can apply Japanese, US or Canadian GAAP.  Rules for Statutory Filings Is IFRS or IFRS for SMEs required, permitted or prohibited? IFRS and IFRS for SMEs are prohibited. 45 IFRS adoption by country – www.pwc.com
  • 46. Australia  Rules for Listed Filings Is IFRS required for all listed companies? Required for consolidated financial statements. There is no longer a requirement to prepare separate standalone financial statements for the parent entity. IFRS as adopted using the Australian version of IFRS.  Rules for Statutory Filings Is IFRS or IFRS for SMEs required, permitted or prohibited? IFRS is required for most consolidated and standalone/separate financial statements. IFRS for SMEs is prohibited. 46 IFRS adoption by country – www.pwc.com
  • 47. New Zealand  Rules for Listed Filings Is IFRS required for all listed companies? Required for consolidated and standalone/separate financial statements. Like Australia, IFRS as adopted locally. All requirements of IFRS as published by IASB are retained, but also some additional requirements are included in New Zealand Equivalents to IFRS (NZ IFRS) (mainly in relation to public benefit entities, so these would not be relevant for listed entities).  Rules for Statutory Filings Is IFRS or IFRS for SMEs required, permitted or prohibited? NZ IFRS is required for some companies and IFRS for SMEs is prohibited. 47 IFRS adoption by country – www.pwc.com
  • 48. Japan  Rules for Listed Filings Is IFRS required for all listed companies? Listed companies which meet certain requirements ("Specified Companies") are permitted to use IFRS for their consolidated financial statements ending on or after March 31, 2010. IFRS as adopted by the Financial Services Agency ("Designated IFRS’"). The Commissioner of the Financial Services Agency of Japan will designate those IFRSs published by the IASB which are recognized as having been approved and issued through fair and reasonable due process and are expected to be considered as being fair and appropriate financial reporting standards from the viewpoint of investor protection and market integrity in Japan.  Rules for Statutory Filings Is IFRS or IFRS for SMEs required, permitted or prohibited? Companies which file their consolidated financial statements under the Companies Act are permitted to use IFRS for the consolidated financial statements ending on or after March 31, 2010, if they are Specified Companies. 48 IFRS adoption by country – www.pwc.com
  • 49. Spain  Rules for Listed Filings Is IFRS required for all listed companies? IFRS is required for consolidated financial statements for listed companies (other than financial institutions). Financial institutions must apply a local accounting plan that complies with IFRS although it is not called IFRS. Main differences are the elimination of the “non preferable accounting policies” when there are alternatives (i.e. the fair value model for IAS16 items is not permitted). IFRS as adopted by the EU.  Rules for Statutory Filings Is IFRS or IFRS for SMEs required, permitted or prohibited? IFRS is permitted for consolidated financial statements. All other companies must use New Spanish GAAP (effective January 1, 2008), which is essentially IFRS based with some differences. IFRS for SMEs is prohibited. 49 IFRS adoption by country – www.pwc.com
  • 50. South Korea  Rules for Listed Filings Is IFRS required for all listed companies? Adoption of IFRS is required for all listed companies and certain unlisted financial institutions from 2011. IFRS as published by IASB and translated to Korean language word-for-word.  Rules for Statutory Filings Is IFRS or IFRS for SMEs required, permitted or prohibited? IFRS is permitted from 2009 for all statutory filers. In 2011, IFRS is a requirement for all listed statutory filers and certain unlisted financial institutions. IFRS for SME is prohibited for statutory filings. 50 IFRS adoption by country – www.pwc.com
  • 51. “Deep Dive” into the Progress Report (October 29, 2010) on the SEC Work Plan and Practical Issues Surrounding IFRS Adoption 51
  • 52. Progress Report on SEC Work Plan October 29, 2010 52
  • 53. SEC “Preliminary Observations” (October 2011) Approaches to Incorporate IFRS into a Jurisdiction’s Financial Reporting System 1. Use IFRS as issued by IASB Very few follow! 2. Use IFRS after some form of national incorporation process Leading to... Convergence approach and/or Endorsement approach 53
  • 54. Convergence Approach China – Best Example  Moving closer  Not full incorporated  Follow “ASBEs” – Accounting Standards for Business Enterprises (Set by the Accounting Law of the PRC)  Adopted 2006 standards in 2007  September 2009 – new Roadmap (exposure draft)  In state of “lull” 54
  • 55. Endorsement Approach (Vast Majority Follow this Approach)  Degree of deviation varies by jurisdiction  Translated into local language (not English)  Modification based on “country specific issues”  EU – largest example Australia – 2nd largest example 2005 Must follow IAS adopted by European Commission for listed companies 2006 ‐ New IFRS must go through multiple steps before its authorized by the  Present “EFRAG” (European Financial Reporting Advisory Group)  and then “SARG” (Standards Advice Review Group) and then.. “ARC” (Accounting Regulatory Commission) and finally... the European Parliament has three months to oppose endorsement If not opposed                      published in the Office Journal of the EU 55
  • 56. Other Critical SEC Observations and Concerns  Oversight of the IFRS Foundation?  Composition of the IFRS Foundation and IASB  Significant underfunding of the IFRS Foundation • Operating deficits of $4 million • 75% of the countries do not help fund • United States accounts for about 25% of total funding  Many issues to resolve!!! 56
  • 57. Understanding the New Term “Condorsement” (Convergence + Endorsement) and What It Means to You! 57
  • 58. What to Expect from the SEC in the Next 30-60 Days 58
  • 59. SEC will sponsor a Roundtable in July to discuss benefits/challenges in potentially incorporating IFRS into the financial reporting system for US issuers The July 7 event will feature three panels representing – investors, smaller public companies, and regulators SEC welcomes feedback on the topics to address at the roundtable and suggestions for potential roundtable participants 59
  • 60. SEC sent a letter to the Center for Audit Quality – acknowledging that it would be impossible for foreign private issuers, or those who file their financial statements with the SEC following IFRS, to file in XBRL following SEC rules On March 25, IFRS Foundation finalized the 2011 IFRS Taxonomy, however the SEC has not yet approved that taxonomy 60
  • 61. IFRS Foundation to Add Common-Practice Tags to IFRS Taxonomy 61
  • 62. What You and Your Team Should Be Doing Now 62
  • 64. 64 2011 US GAAP Convergence & IFRS Survey, 4/11/11
  • 65. Some 43% respondents said the pace is too fast. 15% thought the pace was too slow. 65 2011 US GAAP Convergence & IFRS Survey, 4/11/11
  • 66. Predictive Timeline for 2011-2015? 66
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  • 73. Personal Experience in 2011 Teaching IFRS to the Chinese at the MBA Level at Shanghai University of Finance and Economics 73
  • 74. Thank You Stephen G. Austin, MBA, CPA steve.austin@swensonadvisors.com www.SwensonAdvisors.com www.swentrack.com www.swensonforensic.com 74