AUDIT COMMITTEE INSTITUTE Insights into IFRS AN OVERVIEW September 2015 kpmg.com/ifrs 2 | Section or Brochure name About the Audit Committee Institute Sponsored by more than 30 member frms around the world, KPMG’s Audit Committee Institutes (ACIs) provide audit committee and board members with practical insights, resources and peer exchange opportunities focused on strengthening oversight of fnancial reporting and audit quality, and the array of challenges facing boards and businesses today – from risk management and emerging technologies to strategy and global compliance. For more information, speak to your usual KPMG contact or go to www.kpmg.com/globalACI. Insights into IFRS: An overview | 1 MORE CHANGE AND ADDED PRESSURES New standards, a surge in M&A activity, continued pressure for better business reporting… all of these factors make this a challenging (and interesting) time for the preparers of fnancial statements. Following the effort of adopting the new consolidation suite of standards, attention is now on the new standards on revenue and fnancial instruments. For many preparers, implementation efforts are in full swing as we head towards 2018 – with accounting policies to be developed, IT systems to be updated, and processes and controls to be changed. That’s in addition to assessing the effect on taxes, contracts and debt covenants and, of course, training employees. For many organisations this is a signifcant endeavour. And to add to that, the new leasing standard is expected to be issued later this year. With M&A deal-making on the rise, the focus of investors’ attention is shifting to place greater emphasis on business combinations accounting. In this respect, the IASB’s recent post-implementation review of the standard has been timely. A missing piece in the IFRS puzzle, though, is the area of common control, where there is no guidance in the standards – but it is quite important for investors to understand on which basis the net assets of a newly listed entity in a spin-off or carve-out are presented. Is it book value or fair value? Our objective with Insights into IFRS is to help ease the burden on preparers by providing in-depth and easily understandable guidance on the application of the standards – based on the experiences of our practitioners of IFRS. But coming back to our messaging from last year, we cannot allow ourselves to become buried in compliance to the exclusion of relevance. Quite rightly, investors continue to ask for a step-up in the quality of business reporting and recent regulatory focus has been on the reporting of non-GAAP measures. So use Insights into IFRS to help you apply the standards, but also keep in mind your wider responsibilities for reporting that information in the most meaningful way. This companion guide, Insights into IFRS: An overview, is designed to help Audit Committee members and others by providing a structured guide to the key issues arising from the standards. Audit Committee Institute September 2015 © 2015 KPMG IFRG Limited, a UK company, limited by guarantee. All rights reserved. 2 | Insights into IFRS: An overview Contents CONTENTS How to navigate this publication 4 1 Background 5 1.1 Introduction 5 1.2 The Conceptual Framework 6 2 General issues 7 2.1 Form and components of fnancial statements 7 2.2 Changes in equity 9 2.3 Statement of cash fows 10 2.4 Fair value measurement 11 2.5 Consolidation 13 2.6 Business combinations 16 2.7 Foreign currency translation 18 2.8 Accounting policies, errors and estimates 20 2.9 Events after the reporting date 21 2.10 Hyperinfation 22 3 Statement of fnancial position 23 3.1 General 23 3.2 Property, plant and equipment 24 3.3 Intangible assets and goodwill 26 3.4 Investment property 28 3.5 Associates and the equity method 30 3.6 Joint arrangements 32 3.8 Inventories 33 3.7 [Not used] 3.9 Biological assets 34 3.10 Impairment of non-fnancial assets 35 3.11 [Not used] 3.12 Provisions, contingent assets and liabilities 37 3.13 Income taxes 39 4 Statement of proft or loss and other comprehensive income 41 4.1 General 41 4.2 Revenue 43 4.2A Revenue 45 4.3 Government grants 48 4.4 Employee benefts 49 4.5 Share-based payments 51 4.6 Borrowing costs 53 © 2015 KPMG IFRG Limited, a UK company, limited by guarantee. 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Insights into IFRS: An overview | 3 5 Special topics 54 5.1 Leases 54 5.2 Operating segments 56 5.3 Earnings per share 58 5.4 Non-current assets held for sale and discontinued operations 60 5.5 Related party disclosures 61 5.6 Investment entities 62 5.7 Non-monetary transactions 64 5.8 Accompanying fnancial and other information 65 5.9 Interim fnancial reporting 66 5.10 Disclosure of interests in other entities 67 5.11 Extractive activities 69 5.12 Service concession arrangements 70 5.13 Common control transactions and Newco formations 72 6 First-time adoption of IFRS 74 6.1 First-time adoption of IFRS 74 6.2A Regulatory deferral accounts and frst-time adoption of IFRS 76 7 Financial instruments 78 7.1 Scope and defnitions 78 7.2 Derivatives and embedded derivatives 79 7.3 Equity and fnancial liabilities 80 7.4 Classifcation of fnancial assets and fnancial liabilities 81 7.5 Recognition and derecognition 82 7.6 Measurement and gains and losses 83 7.7 Hedge accounting 85 7.8 Presentation and disclosures 87 7A Financial instruments: IFRS 9 89 7A.1 Scope and defnitions 89 7A.2 Derivatives and embedded derivatives 90 7A.3 Equity and fnancial liabilities 91 7A.4 Classifcation of fnancial assets 92 7A.5 Classifcation of fnancial liabilities 93 7A.6 Recognition and derecognition 94 7A.7 Measurement 95 7A.8 Impairment 97 7A.9 Hedge accounting 98 7A.10 Presentation and disclosures 100 7A.11 Transition to IFRS 9 102 8 Insurance contracts 104 8.1 Insurance contracts 104 Appendix I 106 New standards or amendments for 2015 and forthcoming requirements 106 Keeping you informed 109 © 2015 KPMG IFRG Limited, a UK company, limited by guarantee. All rights reserved. 4 | Insights into IFRS: An overview HOW TO NAVIGATE THIS PUBLICATION This guide provides a quick overview of the key requirements of IFRS, for easy reference, and is organised by topic. This edition is designed for companies with a year end of 31 December 2015. It is based on IFRS in issue at 1 August 2015, and includes standards and interpretations that are effective at that date1 (‘currently effective requirements’) and signifcant amendments that are effective in later periods (‘forthcoming requirements’). Appendix I lists new standards or amendments for 2015 and forthcoming requirements, other than minor amendments. 1. IAS 26 Accounting and Reporting by Retirement Beneft Plans and the IFRS for Small and Medium-sized Entities are excluded. © 2015 KPMG IFRG Limited, a UK company, limited by guarantee. All rights reserved. Insights into IFRS: An overview | 5 1 BACKGROUND 1.1 Introduction Currently effective: IFRS Foundation Constitution, IASB and IFRS Interpretations Committee Due Process Handbook, Preface to IFRSs, IAS 1 International Financial Reporting Standards • IFRS is a set of globally accepted standards for fnancial reporting applied primarily by listed entities in over 130 countries. • Individual standards and interpretations are developed and maintained by the IASB and the IFRS Interpretations Committee. • IFRS is designed for use by proft-oriented entities. Compliance with IFRS • Any entity claiming compliance with IFRS complies with all standards and interpretations, including disclosure requirements, and makes an explicit and unreserved statement of compliance with IFRS. • The overriding requirement of IFRS is for the fnancial statements to give a fair presentation (or a true and fair view). © 2015 KPMG IFRG Limited, a UK company, limited by guarantee. All rights reserved. 6 | Insights into IFRS: An overview 1.2 The Conceptual Framework Currently effective: Conceptual Framework for Financial Reporting Purpose • The Conceptual Framework is a point of reference: – for the IASB and the IFRS Interpretations Committee in developing and maintaining standards and interpretations; and – for preparers of fnancial statements in the absence of specifc guidance in IFRS. • The Conceptual Framework does not override any specifc IFRS. Objective of general purpose fnancial reporting • The objective of general purpose fnancial reporting is to provide fnancial information about the reporting entity that is useful to existing and potential investors, lenders and other creditors in making decisions about providing resources to the entity. Qualitative characteristics of useful fnancial information • For fnancial information to be useful, it needs to be relevant to users and faithfully represent what it purports to represent. The usefulness of fnancial information is enhanced by its comparability, verifability, timeliness and understandability. Building blocks of fnancial statements • The Conceptual Framework sets out the defnitions of ‘assets’ and ‘liabilities’. The defnitions of ‘equity’, ‘income’ and ‘expenses’ are derived from the defnitions of assets and liabilities. Measurement basis • Financial statements are prepared on a modifed historical cost basis, with a growing emphasis on fair value (see 2.4). Going concern • Financial statements are prepared on a going concern basis, unless management intends, or has no alternative other than, to liquidate the entity or to stop trading. © 2015 KPMG IFRG Limited, a UK company, limited by guarantee. All rights reserved. Insights into IFRS: An overview | 7 2 GENERAL ISSUES 2.1 Form and components of fnancial statements Currently effective: IFRS 10, IFRS 11, IAS 1, IAS 27, IAS 28 Forthcoming: Amendments to IAS 1, IAS 27, IFRS 10 and IAS 28 Complete set of fnancial statements • A complete set of fnancial statements comprises the following. – A statement of fnancial position. – A statement of proft or loss and other comprehensive income. – A statement of changes in equity. – A statement of cash fows. – Notes, including accounting policies. – Comparative information. – A statement of fnancial position as at the beginning of the preceding period (‘third statement of fnancial position’) in certain circumstances. Reporting date • The reporting date may change only in exceptional circumstances. Comparative information • Comparative information is required for the immediately preceding period only. Additional comparative information may be presented if it is compliant with IFRS; however, it need not comprise a complete set of fnancial statements. Types of fnancial statements • IFRS sets out the requirements that apply to consolidated, individual and separate fnancial statements. © 2015 KPMG IFRG Limited, a UK company, limited by guarantee. All rights reserved. 8 | Insights into IFRS: An overview Consolidated fnancial statements • An entity with one or more subsidiaries presents consolidated fnancial statements unless it is a qualifying investment entity (see 5.6) or specifc exemption criteria are met. Individual fnancial statements • An entity with no subsidiaries but with investments in associates or joint ventures prepares individual fnancial statements if those investments are accounted for using the equity method, unless specifc exemption criteria are met. Separate fnancial statements • A parent, an investor in an associate or a venturer in a joint venture that is not required to prepare consolidated or individual fnancial statements is permitted, but not required, to present separate fnancial statements. Alternatively, separate fnancial statements may be prepared in addition to consolidated or individual fnancial statements. Presenting pro forma information • In our view, it is acceptable to present pro forma information if it is allowed by local regulations and relevant stock exchange rules and if certain criteria are met. © 2015 KPMG IFRG Limited, a UK company, limited by guarantee. All rights reserved.