Professional Documents
Culture Documents
Consolidation, Joint
Arrangements, Fair Value,
Employee Benefits and
Disclosures, IFRS for SMEs
February 8, 2013
Oliver C. Bucao
2013 Manabat Sanagustin &Co., CPAs, a Philippine partnership and a member firm of the KPMG network of
independent member firms affiliated with KPMG International Cooperative ("KPMG International"), a Swiss
entity. All rights reserved.
January 1, 2012
Retrospective application
Overview
PFRS 10 introduces a single control model for all
entities, including SPEs
Changes likely to impact entities are mainly around
power
De facto control over relevant activities
Substantive rights
Key relationships
How to apply the standard
January 1, 2013
Date of initial application
2013 Manabat Sanagustin &Co., CPAs, a Philippine partnership and a member firm of the KPMG network of
independent member firms affiliated with KPMG International Cooperative ("KPMG International"), a Swiss
entity. All rights reserved.
2008 standards
Exemptions from preparing
consolidated financial statements
Determination of investees
to be consolidated
Consolidation procedures
2013 Manabat Sanagustin &Co., CPAs, a Philippine partnership and a member firm of the KPMG network of
independent member firms affiliated with KPMG International Cooperative ("KPMG International"), a Swiss
entity. All rights reserved.
IFRS 10
Similar requirements
IAS 27
control model
SIC-12
R&R model
New single
control model
Similar requirements
Exposure to
variability
in returns
Power
Link between
power and
returns
Consolidation
To have power, it is necessary for investor to have existing rights that give it
current ability to direct activities that significantly affect investees returns
(i.e. the relevant activities).
2013 Manabat Sanagustin &Co., CPAs, a Philippine partnership and a member firm of the KPMG network of
independent member firms affiliated with KPMG International Cooperative ("KPMG International"), a Swiss
entity. All rights reserved.
Consider
Consider
Consider
Other contractual
agreements
Potential voting rights
De facto power
Evidence of practical
ability to direct
Special relationships
Exposure to variability
of returns
2013 Manabat Sanagustin &Co., CPAs, a Philippine partnership and a member firm of the KPMG network of
independent member firms affiliated with KPMG International Cooperative ("KPMG International"), a Swiss
entity. All rights reserved.
2013 Manabat Sanagustin &Co., CPAs, a Philippine partnership and a member firm of the KPMG network of
independent member firms affiliated with KPMG International Cooperative ("KPMG International"), a Swiss
entity. All rights reserved.
STEP 1
Size of voting
rights compared
to others
Potential voting
rights
Other contractual
arrangements
Not
conclusive
STEP 2
Number of
active voters
at previous
meetings
Evidence of
power
Special
relationships
Level of
exposure to
variable
returns
Not clear
2013 Manabat Sanagustin &Co., CPAs, a Philippine partnership and a member firm of the KPMG network of
independent member firms affiliated with KPMG International Cooperative ("KPMG International"), a Swiss
entity. All rights reserved.
SIC-12 tests
Activities on behalf of the entity
according to business needs.
Entity has decision-making powers
to obtain the majority of the
benefits.
Has rights to benefits and is
exposed to risks.
IFRS 10 factors
Purpose and design.
Evidence of practical ability to
direct.
Special relationships.
Exposure to variability in returns.
2013 Manabat Sanagustin &Co., CPAs, a Philippine partnership and a member firm of the KPMG network of
independent member firms affiliated with KPMG International Cooperative ("KPMG International"), a Swiss
entity. All rights reserved.
Contractual arrangements.
Special relationships
10
Interests in subsidiaries.
Interests in unconsolidated
structured entities.
2013 Manabat Sanagustin &Co., CPAs, a Philippine partnership and a member firm of the KPMG network of
independent member firms affiliated with KPMG International Cooperative ("KPMG International"), a Swiss
entity. All rights reserved.
11
Overview
PFRS 11 divides joint arrangements into two types:
Joint ventures parties have right to the net assets
of the arrangement. Equity accounting required
January 1, 2012
Retrospective application
January 1, 2013
Date of initial application
2013 Manabat Sanagustin &Co., CPAs, a Philippine partnership and a member firm of the KPMG network of
independent member firms affiliated with KPMG International Cooperative ("KPMG International"), a Swiss
entity. All rights reserved.
12
IAS 31
Line-by-line
accounting
Choice: equity
accounting or
proportionate
consolidation
IFRS 11
JCO/
JCA
JCE
No separate vehicle
A separate vehicle, but
separation overcome
by form, contract or
other facts and
Separate
vehicle
circumstances
A separate vehicle with
separation maintained
2013 Manabat Sanagustin &Co., CPAs, a Philippine partnership and a member firm of the KPMG network of
independent member firms affiliated with KPMG International Cooperative ("KPMG International"), a Swiss
entity. All rights reserved.
JO
JV
Line-by-line
accounting of
the underlying
assets and
liabilities
Equity
accounting
13
Structure
Does the legal form of the vehicle give the parties rights to the
assets and obligations for the liabilities of the arrangement?
Legal form
N
3 Contractual
arrangement
Joint Operation
N
4 Other facts
and
circumstances
N
Joint Venture
2013 Manabat Sanagustin &Co., CPAs, a Philippine partnership and a member firm of the KPMG network of
independent member firms affiliated with KPMG International Cooperative ("KPMG International"), a Swiss
entity. All rights reserved.
14
1
Structure
Joint Operation
More questions
2013 Manabat Sanagustin &Co., CPAs, a Philippine partnership and a member firm of the KPMG network of
independent member firms affiliated with KPMG International Cooperative ("KPMG International"), a Swiss
entity. All rights reserved.
15
Entities by statute
Accounting
records
Circumscribed
area of business
Operating segment
Bank account
16
Entities by statute
Accounting
records
Circumscribed
area of business
Operating segment
Bank account
Learning points:
A separately identifiable financial structure, including entities recognised
by statute, regardless of having legal personality.
Needs at least some sort of legal form.
2013 Manabat Sanagustin &Co., CPAs, a Philippine partnership and a member firm of the KPMG network of
independent member firms affiliated with KPMG International Cooperative ("KPMG International"), a Swiss
entity. All rights reserved.
17
2
Legal form
Does the legal form of the vehicle give the parties rights to the
assets and obligations for the liabilities of the arrangement?
Joint Operation
More questions
2013 Manabat Sanagustin &Co., CPAs, a Philippine partnership and a member firm of the KPMG network of
independent member firms affiliated with KPMG International Cooperative ("KPMG International"), a Swiss
entity. All rights reserved.
18
Partner A
50% equity
interest
Partner B
50% equity
interest
Unlimited Co:
separate legal personality
Q2: Does the legal form of the arrangement give the parties rights to the
assets and obligations for the liabilities of the arrangement?
2013 Manabat Sanagustin &Co., CPAs, a Philippine partnership and a member firm of the KPMG network of
independent member firms affiliated with KPMG International Cooperative ("KPMG International"), a Swiss
entity. All rights reserved.
19
Answer: No.
Learning points:
The separate vehicle has a separate legal personality and therefore a
primary obligation for its liabilities.
The unlimited nature of the parties is essentially a guarantee and this
does not cause the arrangement to be a joint operation.
Rights to the assets are also required for joint operation classification.
2013 Manabat Sanagustin &Co., CPAs, a Philippine partnership and a member firm of the KPMG network of
independent member firms affiliated with KPMG International Cooperative ("KPMG International"), a Swiss
entity. All rights reserved.
20
3 Contractual
arrangement
Joint Operation
More questions
2013 Manabat Sanagustin &Co., CPAs, a Philippine partnership and a member firm of the KPMG network of
independent member firms affiliated with KPMG International Cooperative ("KPMG International"), a Swiss
entity. All rights reserved.
21
Guarantee
Partner A
Partner B
Bank
50%
equity
interest
Loan
50%
equity
interest
Defence Co
22
Answer: No.
Learning points:
A guarantee does not, in itself, determine that the parties have
obligations for the liabilities of a separate vehicle.
In this example, the recourse of the bank to the parties is only in the
event of a default of the loan by Defence Co.
Only a primary, not a secondary obligation, would meet the obligation
for the liabilities criterion.
Rights to the assets are also required for joint operation classification.
2013 Manabat Sanagustin &Co., CPAs, a Philippine partnership and a member firm of the KPMG network of
independent member firms affiliated with KPMG International Cooperative ("KPMG International"), a Swiss
entity. All rights reserved.
23
4 Other facts
and
circumstances
Joint Operation
Joint Venture
2013 Manabat Sanagustin &Co., CPAs, a Philippine partnership and a member firm of the KPMG network of
independent member firms affiliated with KPMG International Cooperative ("KPMG International"), a Swiss
entity. All rights reserved.
Asset side
Liability side
24
Joint
Operation
JA must cause
arrangement to depend
on parties on a
continuous basis for
settling its liabilities
(liability side).
2013 Manabat Sanagustin &Co., CPAs, a Philippine partnership and a member firm of the KPMG network of
independent member firms affiliated with KPMG International Cooperative ("KPMG International"), a Swiss
entity. All rights reserved.
25
2013 Manabat Sanagustin &Co., CPAs, a Philippine partnership and a member firm of the KPMG network of
independent member firms affiliated with KPMG International Cooperative ("KPMG International"), a Swiss
entity. All rights reserved.
28
2013 Manabat Sanagustin &Co., CPAs, a Philippine partnership and a member firm of the KPMG network of
independent member firms affiliated with KPMG International Cooperative ("KPMG International"), a Swiss
entity. All rights reserved.
29
Specific requirements
Aggregation
2013 Manabat Sanagustin &Co., CPAs, a Philippine partnership and a member firm of the KPMG network of
independent member firms affiliated with KPMG International Cooperative ("KPMG International"), a Swiss
entity. All rights reserved.
30
January 1, 2013
Date of initial application
31
Key impacts
Bottom line
2013 Manabat Sanagustin &Co., CPAs, a Philippine partnership and a member firm of the KPMG network of
independent member firms affiliated with KPMG International Cooperative ("KPMG International"), a Swiss
entity. All rights reserved.
32
Impact of Amendments
The amendments simplify the process of adopting PFRSs 10 and 11 and provide relief from
the disclosures in respect of unconsolidated structured entities.
- Depending on the extent of comparative information provided in the financial
statements, the amendments simplify the transition and provide additional relief from
the disclosures that could have been onerous.
- The amendments limit the restatement of comparatives to the immediately preceding
period; this applies to the full suite of standards. Entities that provide comparatives for
more than one period have the option of leaving additional comparative periods
unchanged.
- In addition, the date of initial application is now defined in PFRS 10 as the beginning of
the annual reporting period in which the standard is applied for the first time. At this
date, an entity tests whether there is a change in the consolidation conclusion for its
investees. These amendments are effective for annual periods beginning on or after
January 1, 2013 with early adoption permitted.
2013 Manabat Sanagustin &Co., CPAs, a Philippine partnership and a member firm of the KPMG network of
independent member firms affiliated with KPMG International Cooperative ("KPMG International"), a Swiss
entity. All rights reserved.
33
Overview
PFRS 13 replaces existing guidance in individual IFRSs
PFRS 13 establishes:
a single definition of fair value (FV)
a framework for measuring FV
disclosure requirements for FV measurements
January 1, 2013
Date of adoption
2013 Manabat Sanagustin &Co., CPAs, a Philippine partnership and a member firm of the KPMG network of
independent member firms affiliated with KPMG International Cooperative ("KPMG International"), a Swiss
entity. All rights reserved.
34
Key impacts
FV measurement based on exit price and
market participant view
Valuation specialists may be needed
Extensive disclosures required
New systems may be required to comply
with disclosure requirements
Training required for finance, treasury
and asset management teams
2013 Manabat Sanagustin &Co., CPAs, a Philippine partnership and a member firm of the KPMG network of
independent member firms affiliated with KPMG International Cooperative ("KPMG International"), a Swiss
entity. All rights reserved.
Bottom line
No significant impact on the entitys
financial ratios expected
Significantly more disclosure in financial
statements
May involve significant judgement and
estimation uncertainty
35
Background
Consolidate FV measurement
guidance into single standard.
Increase convergence with
US GAAP.
Why
What
Defines FV.
Sets out single framework for FV
measurement.
Requires specific FV
measurement disclosures.
When
2013 Manabat Sanagustin &Co., CPAs, a Philippine partnership and a member firm of the KPMG network of
independent member firms affiliated with KPMG International Cooperative ("KPMG International"), a Swiss
entity. All rights reserved.
36
In scope of FV
measurement requirements
In scope of FV
disclosure requirements
Interest rate
swap
Y: Subsequent FV
measurement
Loan measured
at amortised
cost
Y: FV disclosure
Property plant
and equipment
Y: Subsequent measurement
based on revaluation model
N: Subsequent measurement
based on cost model
Y: Subsequent measurement
based on revaluation model
N: Subsequent measurement
based on cost model
Revenue
Y: Measurement of revenue
Investment
property
(cost model)
Y: FV disclosure
Y: FV disclosure
2013 Manabat Sanagustin &Co., CPAs, a Philippine partnership and a member firm of the KPMG network of
independent member firms affiliated with KPMG International Cooperative ("KPMG International"), a Swiss
entity. All rights reserved.
37
Initial measurement
(based on) FV
Subsequent
measurement
(based on) FV
Apply IFRS 13
FV measurement
requirements
if not explicitly
scoped out
Disclosure about
measurement (based
on) FV
2013 Manabat Sanagustin &Co., CPAs, a Philippine partnership and a member firm of the KPMG network of
independent member firms affiliated with KPMG International Cooperative ("KPMG International"), a Swiss
entity. All rights reserved.
Apply IFRS 13
disclosure
requirements
if not explicitly
scoped out
38
Pre
IFRS 13
IFRS 13
39
Overview
No changes to fundamental measurement method under
which benefits are attributed to periods of service
January 1, 2012
Date of initial application
January 1, 2013
Date of adoption
2013 Manabat Sanagustin &Co., CPAs, a Philippine partnership and a member firm of the KPMG network of
independent member firms affiliated with KPMG International Cooperative ("KPMG International"), a Swiss
entity. All rights reserved.
51
Highlights
Current IAS 19
Amended IAS 19
2013 Manabat Sanagustin &Co., CPAs, a Philippine partnership and a member firm of the KPMG network of
independent member firms affiliated with KPMG International Cooperative ("KPMG International"), a Swiss
entity. All rights reserved.
52
Highlights
Current IAS 19
Amended IAS 19
Service costs
Service costs
P&L
Interest income
and expected
return on plan
assets
Actuarial gains
and losses
P&L
Net interest
Remeasuremen
ts
Or
OCI
OCI
2013 Manabat Sanagustin &Co., CPAs, a Philippine partnership and a member firm of the KPMG network of
independent member firms affiliated with KPMG International Cooperative ("KPMG International"), a Swiss
entity. All rights reserved.
53
surplus/deficit
Elimination of the corridor method for recognising actuarial gains and losses
Unvested past service cost is recognised immediately
2013 Manabat Sanagustin &Co., CPAs, a Philippine partnership and a member firm of the KPMG network of
independent member firms affiliated with KPMG International Cooperative ("KPMG International"), a Swiss
entity. All rights reserved.
54
Introduction of a plan
Withdrawal of a plan
Curtailments
Changes to a plan
55
55
2013 Manabat Sanagustin &Co., CPAs, a Philippine partnership and a member firm of the KPMG network of
independent member firms affiliated with KPMG International Cooperative ("KPMG International"), a Swiss
entity. All rights reserved.
56
Current IAS 19
Amended IAS 19
58
2013 Manabat Sanagustin &Co., CPAs, a Philippine partnership and a member firm of the KPMG network of
independent member firms affiliated with KPMG International Cooperative ("KPMG International"), a Swiss
entity. All rights reserved.
58
Amended IAS 19
2013 Manabat Sanagustin &Co., CPAs, a Philippine partnership and a member firm of the KPMG network of
independent member firms affiliated with KPMG International Cooperative ("KPMG International"), a Swiss
entity. All rights reserved.
59
59
Current IAS 19
Amended IAS 19
60
2013 Manabat Sanagustin &Co., CPAs, a Philippine partnership and a member firm of the KPMG network of
independent member firms affiliated with KPMG International Cooperative ("KPMG International"), a Swiss
entity. All rights reserved.
60
2013 Manabat Sanagustin &Co., CPAs, a Philippine partnership and a member firm of the KPMG network of
independent member firms affiliated with KPMG International Cooperative ("KPMG International"), a Swiss
entity. All rights reserved.
61
61
2013 Manabat Sanagustin &Co., CPAs, a Philippine partnership and a member firm of the KPMG network of
independent member firms affiliated with KPMG International Cooperative ("KPMG International"), a Swiss
entity. All rights reserved.
62
62
For example, narrative description about the characteristics of the entitys defined benefit
plans and of the risks to which the plan exposes the entity
Amounts in the financial statements arising from the defined benefit plans
For example, a detailed numerical reconciliation from the opening balance to the closing
balance
How the defined benefit plans may affect the amount, timing and
uncertainty of the entitys future cash flows
63
An entity need not adjust the carrying amount of assets outside the scope of IAS 19
(such as inventories and property, plant and equipment) for changes in employee benefit
costs that were included in their carrying amount before the date of initial application.
In financial statements for periods beginning before 1 January 2014, an entity need not
present comparative information for the disclosures required about the sensitivity of the
defined benefit obligation.
2013 Manabat Sanagustin &Co., CPAs, a Philippine partnership and a member firm of the KPMG network of
independent member firms affiliated with KPMG International Cooperative ("KPMG International"), a Swiss
entity. All rights reserved.
66
Stable platform
- No amendments since the time of adoption
2013 Manabat Sanagustin &Co., CPAs, a Philippine partnership and a member firm of the KPMG network of
independent member firms affiliated with KPMG International Cooperative ("KPMG International"), a Swiss
entity. All rights reserved.
67