and medium-sized legal entities 2011 edition Related parties Following a legal amendment (section 2:381.3 of the Netherlands Civil Code (BW)), the DASB revised DAS 330 Related parties. Pursuant to the law, the legal entity is required to disclose the following information in the notes to the nancial statements if the entity concluded signicant transactions with related parties and these transactions did not take place under normal market conditions: information about the size of the transactions; the nature of the relationship with the related parties; and other information about the transactions that is required for providing insight into the nancial position of the legal entity. The DASB further recommends that transactions with related parties that did take place under normal market conditions also be disclosed. The Dutch Accounting Standards Board (DASB) recently published the 2011 edition of the Dutch Accounting Standards for large and medium-sized legal entities. This edition contains a small number of changes as compared to the previous edition. The revised Standards are effective for nancial years starting on or after 1 January 2012, unless specically stated otherwise. This factsheet presents an overview of the most important changes published in the 2011 edition. It does not identify changes with respect to the guidance for specic industries. In order to provide a complete overview, this factsheet starts with a summary of the main changes to the standards that frst become effective in the 2011 nancial year. Contents
Introduction 1 Major changes applicable from 1 January 2011 1 Important changes effective from 1 January 2012 4 Other changes 6 Draft Standards 7 Finally 8 Major changes applicable from 1 January 2011 Medium-sized legal entities, other than listed and/or public limited liability companies, are exempt from these disclosure requirements. With respect to medium-sized public limited liability companies (not listed), disclosure of this information may be limited to transactions concluded directly or Introduction 1 | Dutch Accounting Standards for large and medium-sized legal entities indirectly between the company and its principal shareholders and between the company and members of its executive, managerial and/or supervisory bodies. Transactions between two or more members of a group are also exempt from the identied disclosure requirements, provided that the subsidiaries that are party to the transaction are wholly owned by one or more members of the group. Segment reporting In response to international developments with respect to annual reporting, the 2010 edition includes a new DAS 350 Segment reporting. In addition to the legal requirements for segmentation of net turnover according to business segment and geographic area, this Standard discusses voluntary additional segment information. An entity may disclose additional segmented information to provide insight into the results, assets, provisions and liabilities of its operating segments. An operating segment is an activity of the entity: that is capable of generating revenues and incurring expenses (even if the revenues and expenses arise from transactions with other segments of the entity); whose results are regularly reviewed by management in order to come to decisions regarding resources to be allocated and to assess the nancial performance; and for which separate fnancial information is available. Similar operating segments that satisfy certain qualitative criteria may be aggregated. The Standard then identies quantitative thresholds for designating operating segments as reportable segments. There may be differences between the accounting policies applied for segment information and those for the nancial statements. The accounting policies applied to transactions between reportable segments, the nature of any differences between accounting policies, and the nature of any changes to those policies should be disclosed. Operating segments Business segments Geographical segments X X Additional segment information 2 | Dutch Accounting Standards for large and medium-sized legal entities 2011 KPMG Accountants N.V. Other information to be disclosed in the notes In response to a legal amendment (section 2:381.2 BW), the DASB added a new paragraph to DAS 390 Other information to be disclosed in the notes. Accordingly, the legal entity is required to disclose information in the notes to the fnancial statements about the nature, the business objective and the fnancial consequences of off-balance sheet arrangements if the risks or benefts fowing from these arrangements are signicant and to the extent that the disclosure of such risks and benefts is necessary in order to assess the entitys nancial position. Examples include prot-sharing schemes, debt factoring, pledged assets and operating lease contracts. Medium-sized legal entities are exempt from the disclosure requirements concerning the nancial consequences: These entities can sufce with disclosing the nature and the business objective of off-balance sheet arrangements. Annual report The 2010 edition contains a revised DAS 400 Annual report. Subparagraph 110a of this Standard includes a listing of risk categories (strategy, operational, nancial, nancial reporting and legislation and regulations) with reference to which the entity can provide the legally required description of the main risks and uncertainties facing it. Furthermore, DAS 400.112 stipulates that a legal entity (in the context of corporate governance) discloses information in the annual report concerning codes of conduct that it applies and whether these are applied voluntarily or by law or regulation. In addition, the subparagraphs dealing with disclosures about corporate social responsibility have been expanded. The DASB recommends that the annual report include information about the main issues of relevant social aspects of the entitys business operations, including its domestic and/or international supply chain management. Further details on corporate social responsibility reporting can be found in the Recommendations for social reporting (2009), which is included separately in an appendix (chapter 920) of the 2010 edition. Medium-sized legal entities, in fact, are legally exempt from the requirements to disclose information in the annual report about (similar) non-nancial performance indicators. Finally, a separate paragraph was added to DAS 400 dealing with listed legal entities. This paragraph discusses legal requirements, codes of conduct and management statement for listed companies. Annual report Performance indicators (including CSR*) Additional information on items in financial statements Outlook section Financial analysis Risks and uncertainties Use of financial instruments Corporate governance* Annual report * = new Dutch Accounting Standards for large and medium-sized legal entities | 3 2011 KPMG Accountants N.V. Important changes effective from 1 January 2012 In the 2011 edition, a number of draft requirements from the Standards and draft Standards were made nal. In addition, since the publication of the previous edition of the Standards, the DASB has published a number of DASB statements that have been incorporated in the 2011 edition. A list of the main changes can be found below. Impairment of xed assets In DAS 121.514, the tests for the allocation of goodwill to cash generating units for determining a possible impairment loss have been replaced by a simplied method. Under this new method, goodwill is allocated to all cash generating units and groups of cash generating units that are expected to gain synergy benefts after an acquisition. This allocation takes place at the lowest level at which goodwill is reviewed for internal management purposes, though not higher than an operating segment as dened in DAS 350. Investment property under development Previously, the DASB made a distinction between the accounting treatment of investment property under development (treatment in accordance with DAS 212 Tangible xed assets) and investment property that is being redeveloped or renovated (treatment in accordance with DAS 213 Investment property). Given the fact that there is no fundamental difference between development and redevelopment, the relevant Standards now stipulate that investment property under development should also be treated in accordance with the requirements of DAS 213 Investment property. Loyalty programmes Following international developments, subparagraph 109a was added to DAS 270 The prot and loss account with stipulations concerning loyalty programmes. These are dened as credits awarded by the entity to its clients in the form of, for example, loyalty points and/or bonus cards. Credits in respect of loyalty programmes are identied as a separate component of a transaction if the following conditions are met: the credits can be exchanged for goods or services that the entity provides as part of its normal operations; and the value of the credits is not insignicant to the value of the sales on which these credits are awarded. The revenue attributable to this separate component is allocated to the period in which the credit is cashed in. If the relevant conditions are not satised, the revenues from the entire transaction are recognised at the time of the sale when the credits are awarded. In that case, the costs of the loyalty programme are recognised in the same period. Financial instruments, accounting principles for foreign currency and securities In DAS 290 Financial instruments and, related to it, DAS 122 Accounting principles for foreign currency and DAS 226 Securities, a number of paragraphs have been included or changed in order to eliminate ambiguities identifed in practice. DAS 290, paragraphs 513 and 541, clarify that if at the balance sheet date the fair value of derivatives measured at cost, to which no cost price hedge accounting is applied, is lower than the historical cost price of the derivative, the difference must always be recognised in the prot and loss account. This lower 4 | Dutch Accounting Standards for large and medium-sized legal entities 2011 KPMG Accountants N.V. fair value has to be established in a manner that does not take account of accrued interest. In addition, the view contained in DAS 122 and DAS 290 that forward exchange contracts are monetary items has changed. Currency elements in derivatives are now recognised at cost or lower market value instead of at period-end exchange rates as is the case with monetary items. This can have consequences for hedge documentation. A mismatch can now arise in the result of a forward exchange contract entered into to hedge the foreign currency risk on a balance sheet position (for example, a receivable) denominated in foreign currency. The receivable is translated at balance sheet date at the exchange rate applicable at that date, and the exchange rate gains or losses are taken to the prot and loss account, whereas this only applies to a forward exchange contract if the market value is below cost. To prevent such a mismatch, application of cost price hedge accounting, including the relevant hedge documentation, is essential. In addition, paragraphs 537a and 537b in DAS 290 contain a simplied alternative for the impairment of nancial assets that is aligned with the principle of cost or lower market value. Further, the international environment, partly under the infuence of the credit crisis, offers the option to value listed bonds at cost, provided they are not held for trading. This option has been incorporated in the Standards. In connection with these changes, paragraphs 207 and 304 in DAS 226 have been abolished and the reference to unlisted bonds has been adjusted in paragraph 208. Finally, transitional provisions have been added to DAS 290 in response to these changes. Forward exchange contract: exchange differences to profit and loss Receivable: exchange differences to profit and loss Forward exchange contract: do not recognise any value adjustments unless fair value < cost
Receivable: exchange differences to profit and loss Mismatch Cost price hedge accounting No hedge accounting Forward exchange contract at cost hedge documen- tation Example forward exchange contract and receivable Dutch Accounting Standards for large and medium-sized legal entities | 5 2011 KPMG Accountants N.V. Other changes Paragraphs 211 of DAS 140 Changes in accounting principles and 201 of DAS 265 have been revised to clarify that the effect of changes in accounting principles is not part of the Statement of total result. Paragraph 206 of DAS 160 Events after balance sheet date claries that events occurring after balance sheet date that do not provide any further information as to the situation as at balance sheet date are not recognised in the nancial statements, unless the going concern assumption is no longer effective and the nancial statements are prepared on the basis of liquidation of the operations of the entity. Paragraph 506 of DAS 212 Tangible xed assets (and the related paragraphs 201 in DAS 270 and 217 in DAS 360) recommends that income from the regular sale of tangible fxed assets in the context of ordinary activities be recognised as net turnover. The description of the items that form part of the net investment in a participating interest has been brought in line in paragraph 340 of DAS 214 Financial xed assets with paragraph 112 of DAS 122 Accounting principles for foreign currency. For example, an item for which settlement is not planned for the near future and will probably not be settled in the near future is essentially an increase of the net investment in the participating interest. Trade receivables and trade payables do not form part of the net investment. Paragraph 201 of DAS 273 Interest expenses has been brought in line with paragraph 201 of DAS 254 Liabilities. It is recommended to recognise the discount of liabilities not yet recognised in the prot and loss account as reduction of the liability to which they relate. Pursuant to section 2:375(5) BW, it is allowed to capitalise the discount (the difference between amount received and redemption payable amounts) allocated to successive periods instead of deducting it from the amount repayable. 6 | Dutch Accounting Standards for large and medium-sized legal entities 2011 KPMG Accountants N.V. Draft Standards Introduction, Financial xed assets and Shareholders equity: application of combination 3 (DAS 100, DAS 214 and DAS 240) Various Standards of the 2011 edition include a number of draft paragraphs for legal entities that prepare their consolidated nancial statements in accordance with EU-IFRS in combination with the company fnancial statements in accordance with Part 9 Book 2 BW, with the entity applying the same accounting principles as for the consolidated nancial statements (combination 3). The basic principle here is to keep shareholders equity in accordance with the company nancial statements equal to shareholders equity according to the consolidated nancial statements.
Draft paragraph 107 of DAS 100 Introduction claries that it is permitted to recognise participating interests consolidated in the consolidated nancial statements at net equity value or in accordance with the equity method in the company nancial statements. When using each of the two options, the entity applies the accounting principles in accordance with EU-IFRS that are applied in the consolidated nancial statements. The difference between the two options solely concerns the presentation of goodwill. Three draft paragraphs have been added to DAS 214 Financial xed assets that describe the recognition in the company nancial statements of a phased acquisition (214.312), the loss of control with retention of a remaining interest (214.312a) and transactions with minority shareholders with retention of actual control (214.312b) in the application of combination 3. In all these cases, recognition is in accordance with EU-IFRS. Finally, draft paragraph 227c has been added to DAS 240 Shareholders equity that stipulates when the legal entity is required to form a revaluation reserve with respect to these transactions. Impairment of xed assets (DAS 121) Draft paragraph 515 of DAS 121 Impairment of xed assets stipulates that, upon disposal of an activity of the cash generating unit, goodwill has to be allocated to the activity for determining the result. Draft DAS 121.516 subsequently stipulates that, when a change occurs in the composition of cash generating units, goodwill has to be allocated anew to the units. Allocation takes place on the basis of the relative value of the activities or the units, unless the entity can demonstrate that a different method is more suitable. In addition, a stipulation was added to paragraph 519 that, to the extent that the general operating assets cannot be allocated to the cash generating unit fairly and consistently, the impairment test for this unit will take place without these general operating assets. A test is also performed on the group of cash generating units to which it is possible to allocate these general operating assets fairly and consistently. Participating interest in group company 120 Equity method Goodwill 20 Participating interest in group company 100 Net equity value Equity method compared to net equity value: difference in presentation of goodwill. Dutch Accounting Standards for large and medium-sized legal entities | 7 2011 KPMG Accountants N.V. KPMG Laan van Langerhuize 1 1186 DS AMSTELVEEN T +31 (0)20 656 78 90 Katja van der Kuij-Groenberg Tel. +31 (0)20 656 7092 vanderkuij-groenberg.katja@kpmg.nl www.kpmg.nl Deadline for comments The Dutch Accounting Standards Board invites comments and reactions to the draft Standards. The DASB would like to receive these reactions and comments no later than 1 December 2011. No deadline applies to other reactions and comments. Finally Acknowledgement of sources The information contained in this factsheet is primarily derived from the introduction to the 2010 and 2011 editions of the Dutch Accounting Standards. Further information Your KPMG contact person would be pleased to expand further on the information contained in this publication and its consequences for your company. About KPMG KPMG offers services in the feld of audit, tax and advisory. We work for a broad spectrum of clients: major domestic and international companies, medium-sized entities, non-proft organisations and government authorities. The complicated issues facing our clients demand a multi-disciplinary approach. Our professionals stand out in their own specialities but, at the same time, work closely together to create added value enabling our clients to excel in their own environment. To this end we rely on a rich source of knowledge and experience gained worldwide in the widest range of organisations and markets. The information contained herein is of a general nature and is not intended to address the circumstances of any particular individual or entity. Although we endeavor to provide accurate and timely information, there can be no guarantee that such information is accurate as of the date it is received or that it will continue to be accurate in the future. No one should act on such information without appropriate professional advice after a thorough examination of the particular situation. 2011 KPMG Accountants N.V., a Dutch limited liability company, is a subsidiary of KPMG Europe LLP and a member frm of the KPMG network of independent member frms affliated with KPMG International Cooperative (KPMG International), a Swiss entity. All rights reserved. Printed in the Netherlands. The KPMG name, logo and cutting through complexity are registered trademarks of KPMG International Cooperative. 145_0811