Related-party disclosures Chapter 22 Copyright 2006 McGraw-Hill Australia Pty Ltd PPTs t/a New Zealand Financial Accounting 3e by Grant Samkin Slides prepared by Grant Samkin and Annika Schneider 22-1 Learning objectives • Understand what a related party is • Be aware of some of the categories of related parties • Understand what is meant by a related-party transaction • Be aware of some of the risks and opportunities that accrue as a result of transactions with related parties (Continues) Copyright 2006 McGraw-Hill Australia Pty Ltd PPTs t/a New Zealand Financial Accounting 3e by Grant Samkin Slides prepared by Grant Samkin and Annika Schneider 22-2 Learning objectives (cont.) • Understand the rationale behind disclosing information about related-party transactions • Understand some of the various disclosure requirements included within the Companies Act 1993, NZ IAS 24 ‘Related Party Disclosures’ Copyright 2006 McGraw-Hill Australia Pty Ltd PPTs t/a New Zealand Financial Accounting 3e by Grant Samkin Slides prepared by Grant Samkin and Annika Schneider 22-3 Related-party relationship defined • Related parties – – If one party has the ability to significantly influence or control the activities of another; or if both parties are under the common control of another party • Related parties include: – – organisations that are controlling or controlled by the entity, or are significantly influencing or significantly influenced by the entity; and individuals such as key management personnel or close family members (Continues) Copyright 2006 McGraw-Hill Australia Pty Ltd PPTs t/a New Zealand Financial Accounting 3e by Grant Samkin Slides prepared by Grant Samkin and Annika Schneider 22-4 Related-party relationship defined (cont.) • Related-party transaction (NZ IAS 24) – The transfer of resources, services or obligations between related parties, regardless of whether a price is charged Copyright 2006 McGraw-Hill Australia Pty Ltd PPTs t/a New Zealand Financial Accounting 3e by Grant Samkin Slides prepared by Grant Samkin and Annika Schneider 22-5 NZ IAS 24 ‘Related Party Disclosures’ • Related-party transactions: – – – – cannot be presumed to be at arm’s length could occur at prices not reflecting fair values can expose an entity to unique risks or opportunities could have a material effect on entity’s performance, financial position, financing and investing activities • Knowledge of related-party transactions, outstanding balances and relationships can affect assessments of the entity by financial report users Copyright 2006 McGraw-Hill Australia Pty Ltd PPTs t/a New Zealand Financial Accounting 3e by Grant Samkin Slides prepared by Grant Samkin and Annika Schneider (Continues) 22-6 NZ IAS 24 ‘Related Party Disclosures’ (cont.) • In extreme cases, related-party transactions could be undertaken to defraud other parties • They could also be undertaken to minimise total taxation payable by a group of related entities • Corporate scandals have been driving forces for related-party regulation • Materiality is to be considered in deciding whether to disclose related-party transactions (Continues) Copyright 2006 McGraw-Hill Australia Pty Ltd PPTs t/a New Zealand Financial Accounting 3e by Grant Samkin Slides prepared by Grant Samkin and Annika Schneider 22-7 NZ IAS 24 ‘Related Party Disclosures’ (cont.) • Control – – The power to govern an entity’s financial and operating policies to obtain benefits from its activities The power does not have to be exercised • Significant influence – – The power to participate in (but not control) an entity’s financial and operating policy decisions The most common relationship in this regard is that between investor and associate (Continues) Copyright 2006 McGraw-Hill Australia Pty Ltd PPTs t/a New Zealand Financial Accounting 3e by Grant Samkin Slides prepared by Grant Samkin and Annika Schneider 22-8 NZ IAS 24 ‘Related Party Disclosures’ (cont.) • Key management personnel are: – persons having authority and responsibility for an entity’s planning, directing and controlling activities, including any director of the entity • Close family members of such personnel are related parties, i.e. domestic partner, children and dependants (Continues) Copyright 2006 McGraw-Hill Australia Pty Ltd PPTs t/a New Zealand Financial Accounting 3e by Grant Samkin Slides prepared by Grant Samkin and Annika Schneider 22-9 NZ IAS 24 ‘Related Party Disclosures’ (cont.) • Relationships between parents and subsidiaries to be disclosed regardless of any transactions, including such information as: – – name of parent and ultimate controlling entity if the parent is incorporated overseas, which entities are incorporated overseas and the name of the ultimate controlling entity incorporated in New Zealand (Continues) Copyright 2006 McGraw-Hill Australia Pty Ltd PPTs t/a New Zealand Financial Accounting 3e by Grant Samkin Slides prepared by Grant Samkin and Annika Schneider 22-10 NZ IAS 24 ‘Related Party Disclosures’ (cont.) • Disclosures regarding key management personnel – Compensation in total and for each of the following categories: short-term employment benefits (e.g. wages, salaries, paid annual leave and sick leave) post-employment benefits (e.g. pensions and other retirement benefits) other long-term benefits (e.g. long-service leave and long-term disability benefits) termination benefits share-based payment (Continues) Copyright 2006 McGraw-Hill Australia Pty Ltd PPTs t/a New Zealand Financial Accounting 3e by Grant Samkin Slides prepared by Grant Samkin and Annika Schneider 22-11 NZ IAS 24 ‘Related Party Disclosures’ (cont.) • Disclosure of names of directors and date of appointment and resignation where appropriate • Disclosure of names of directors defined as a person appointed: – – – to the position of director to the position of alternate director to governing body, council etc. (Continues) Copyright 2006 McGraw-Hill Australia Pty Ltd PPTs t/a New Zealand Financial Accounting 3e by Grant Samkin Slides prepared by Grant Samkin and Annika Schneider 22-12 NZ IAS 24 ‘Related Party Disclosures’ (cont.) • Related-party transactions in general – – Nature of related-party relationship Information about transactions and outstanding balances: amount of transactions amount and terms of outstanding balances provisions for doubtful debts related to outstanding balances bad and doubtful debts expense due from related parties (Continues) Copyright 2006 McGraw-Hill Australia Pty Ltd PPTs t/a New Zealand Financial Accounting 3e by Grant Samkin Slides prepared by Grant Samkin and Annika Schneider 22-13 NZ IAS 24 ‘Related Party Disclosures’ (cont.) • Disclosures made separately for: – – – – – – – parent entities with joint control or significant influence subsidiaries associates joint ventures key management personnel other related parties (Continues) Copyright 2006 McGraw-Hill Australia Pty Ltd PPTs t/a New Zealand Financial Accounting 3e by Grant Samkin Slides prepared by Grant Samkin and Annika Schneider 22-14 NZ IAS 24 ‘Related Party Disclosures’ (cont.) • Examples of transactions to be disclosed: – – – – – – – – – purchases or sales of goods purchases or sales of property and other assets rendering or receiving of services leases transfers of research and development transfers under licence agreements transfers under finance arrangements provision of guarantees or collateral settlement of liabilities Copyright 2006 McGraw-Hill Australia Pty Ltd PPTs t/a New Zealand Financial Accounting 3e by Grant Samkin Slides prepared by Grant Samkin and Annika Schneider 22-15 Section 211 of the Companies Act 1993 disclosure requirements • Section 211(1)(f) of the Companies Act 1993 requires that the total remuneration and the value of other benefits received by each director or former director of the company during the accounting period be disclosed (Continues) Copyright 2006 McGraw-Hill Australia Pty Ltd PPTs t/a New Zealand Financial Accounting 3e by Grant Samkin Slides prepared by Grant Samkin and Annika Schneider 22-16 Section 211 of the Companies Act 1993 disclosure requirements (cont.) • Guidance on what individual items make up directors’ remuneration can be found in the definition of compensation contained in NZ IAS 24, par. 9. In terms of this paragraph, compensation includes: – – • all employee benefits (as defined in NZ IAS 19 'Employee Benefits') including employee benefits to which NZ IFRS 2 'Share-based Payment' applies. Employee benefits are all forms of consideration paid, payable or provided by the entity, or on behalf of the entity, in exchange for services rendered to the entity. It also includes such consideration paid on behalf of a parent of the entity in respect of the entity Refer to Table 22.1, 'Items included in director’s remuneration', pp. 919–20 Copyright 2006 McGraw-Hill Australia Pty Ltd PPTs t/a New Zealand Financial Accounting 3e by Grant Samkin Slides prepared by Grant Samkin and Annika Schneider 22-17 Summary • The chapter considers related-party transactions • The disclosure of these transactions is highly • • • • regulated within New Zealand Accounting standards on related-party disclosures include NZ IAS 24 and the Companies Act 1993 Director- and executive-related transactions are subject to highest degree of required disclosure Cost of preparing and reporting the information would be high Regulators consider these costs to be outweighed by benefits Copyright 2006 McGraw-Hill Australia Pty Ltd PPTs t/a New Zealand Financial Accounting 3e by Grant Samkin Slides prepared by Grant Samkin and Annika Schneider 22-18
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