COUNCIL MEETING Brussels, Wednesday 7 October 2009 10:00 – 16:15 hrs MINUTES Executive Hans VAN DAMME Philip JOHNSON Jean-Charles DE LASTEYRIE André KILESSE Klaus-Günter KLEIN Petr KRIZ Anna-Maija SIMOLA Olivier BOUTELLIS-TAFT President Deputy President Vice-President Vice-President Vice-President Vice-President Vice-President FEE Chief Executive Members Erich KANDLER Gisela NAGY Ruddy DE WILDE Sandrine VAN BELLINGHEN Hristo MAVRUDIEV Theodoros PHILIPPOU Giuseppe MESSINA Charlotte JEPSEN Jouko ILOLA Jean-Pierre ALIX Jean-Luc DOYLE Helmut KLAAS Judit LADÓ Noemi DI SEGNI Laimute KAZLAUSKIENE Bernard SCICLUNA Berry WAMMES Arne FROGNER Per HANSTAD Maria RZEPNIKOWSKA Lubos VANCO Meta DUHOVNIK Adela VILA Dan BRÄNNSTRÖM Svante FORSBERG Torsten KLEIBOLD Martin MANUZI Austria Austria Belgium Belgium Bulgaria Cyprus Czech Republic Denmark Finland France France Germany Hungary Italy Lithuania Malta The Netherlands Norway Norway Poland Slovak Republic Slovenia Spain Sweden Sweden Switzerland United Kingdom Guests Robert L. BUNTING Ian BALL Michael NIEHUES IFAC President IFAC Chief Executive Chairman of the Ethics Working Party FEE Secretariat Henri OLIVIER Saskia SLOMP Hilde BLOMME FEE Secretary General FEE Technical Director FEE Director of Practice Regulation Apologies José Maria BOVE Stefano MARCHESE Lina LEMESSIOU Judith SKOU Aidan LAMBE John GREELY Pierre KRIER Óscar FIGUEIREDO Albert GUNTLI Vice-President/Treasurer Vice-President Cyprus Denmark Ireland Ireland Luxembourg Portugal Switzerland 2 1. Introduction 1.1. Apologies and Welcome (1) President Hans van Damme opened the meeting at 10.00 hrs by welcoming participants. He especially welcomed Robert Bunting and Ian Ball respectively President and Chief Executive of IFAC who will address Council and attend the morning session. He also welcomed the recently elected President of the Maltese Institute, Bernard Scicluna, who will replace Simon Flynn in Council for the next two years. 1.2. Adoption of the Agenda (2) The agenda was approved as proposed. 1.3. Approval of the Minutes of Council meetings of 1 July 2009 The minutes of the meeting of 1 July 2009 were approved. 2 Reports (3) The President referred to the Secretary General’s report which was taken as read. He thanked Council Members from Belgium, Bulgaria, Finland, Hungary, Ireland, Italy, Lithuania, Malta, Norway, the Netherlands and the UK who have sent country update reports; he stimulated others to do the same, highlighting the value of sharing such information. 3. Presentation by Robert L. Bunting President of IFAC followed by discussion (4) IFAC President delivered a presentation covering five main topics: The profession should speak with one voice; The profession engages in more policy-making and regulatory dialogue; Collaboration with the World Bank, the IASB, the G-20 and others; SME/SMP issues dominate discussions Diversifying the profession. 3 (5) IFAC begun speaking out to regulators, governments and influencers of all kinds on issues where accountants have expertise. The best example is IFAC’s contribution to G-20. It is important to speak with one voice, especially when regional or national bodies issue position papers affecting global policy. Otherwise, we run the risk of diluting our messages on the important global issue, and worse, we risk being ignored rather than being taken seriously. (6) IFAC has always relied on collaboration with its Member Bodies, regional organisations and other acknowledged accountants groups. The World Bank announced an initiative for a joint venture agreement between IFAC, its Member Bodies, regional organisations, and perhaps the major firms, to undertake a sustained effort to develop the accountancy profession in developing countries. (7) IFAC believes that SMEs and micro-entities merit special consideration because their growth is definitely in the public interest. The IFAC President referred to the joint Survey initiated with the Financial Times, showing that accountants’ involvement in an SME’s business would significantly and positively influence credit lenders’ position. (8) IFAC seeks to speak on behalf of a large constituency. Focusing on the audit is not enough. We need to look across the entire financial reporting supply chain, especially if we are successful in establishing ISAs as the global standards. The profession also needs to make a bold move into sustainability reporting. (9) Turning to the future, the IFAC President concluded that the most difficult aspect of thinking strategically is to avoid “incremental thinking” and the assumption that next year will be approximately the same as this year. It is important to reinforce the global voice by speaking forcefully, regionally and nationally on shared and locally important themes. The profession is well positioned to make a major contribution to economic recovery and support a sustainable economy. We must be bold in our action and be prepared to embrace change and to look to the future with confidence and creativity, he said. (10) Philip Johnson observed that there is a major difference for IFAC in dealing with SMP issues because SMPs are also interested with topics which are not primarily connected with global standards, for instance taxation. Bob Bunting commented that IFAC remains committed to its mission as a standard setter; however, it needs to find ways to better incorporate concerns of SMPs. (11) Answering a question of Hans van Damme, Bob Bunting said that he felt a lot of responsiveness from Member Bodies who have engaged into a dialogue with their Government on issues IFAC brought up to the G-20. 4 (12) Answering a question of Petr Kriz on IFAC involvement in financial reporting, Bob Bunting said that SMO7 relates to IFRSs. This includes IFRS for SMEs which is an important issue for debate. (13) On a question of Helmut Klaas related to the SME Review Task Force Consultation, Bob Bunting said that there is no summary of responses yet. Some quite contentious issues are involved. (14) Pino Messina emphasised that developing relationships with regulators and business could require additional efforts. Bob Bunting said that the Monitoring Group started a review of IFAC reform. SMEs/PAIB are discussed: what is their role in creating transparency on the market place? (15) Dan Brannström said that the relevance of audit is subject to debate in many countries: the profession should look at new ways of reporting. Bob Bunting agreed that we need to invest in new products but this is not because audit is or may become less relevant. He referred to a comment of Lynn Turner, former SEC Chief Accountant, saying that the profession substantially reformed and is much more credible than it was. (16) Olivier Boutellis-Taft observed that there is some scepticism in business circles about green accounting and that we should all work on that. Bob Bunting answered that companies get added value from an assurance report on sustainability information to avoid criticism about lack of objectivity or reliability of the information provided. (17) Answering to Berry Wammes, the IFAC President said that the balance of IFAC activities related to auditors and accountants in business or in the public sector will not change in the short-term because there is no standard for management accounting. It is too early to change the strategy on standard setting. (18) Jean-Charles de Lasteyrie said that the survey on credit lenders’ position is very important. These conclusions should be emphasised. Philip Johnson observed that credit rating agencies often accept unaudited financial statements. Bob Bunting recognised that accountancy bodies could do a better job on communication. (19) Ian Ball confirmed that IFAC will answer IOSCO consultations on auditors. The IFAC Policy Group will consult with Member Bodies on the issue. 5 (20) The IFAC President commented on the challenging strategy of the Nominating Committee to maintain proper balance between large and small Member Bodies, additionally to many other criteria. He confirmed the support of GAA and of the Edinburgh Group to IFAC. (21) Martin Manuzi drew the attention to the work of IPSASB. He said that growing public deficits attract a lot of attention in the EU. Bob Bunting answered that the crisis is an opportunity to emphasise the need for better reporting in the public sector. Discussions are going on with the PIOB on oversight of IPSASB. IFAC also has close contacts with INTOSAI. Ian Ball added that IMF is looking more closely at IPSAS. Many people would welcome external oversight on IPSASB. (22) President Hans van Damme warmly thanked the President and the Chief Executive of IFAC for their presentation and answers to questions. He invited them to stay in the meeting for other issues on the agenda which are also directly relevant to IFAC activities. He also reminded Council members that he regularly attends the IFAC Board meetings as an observer; FEE Member Bodies can always draw his attention to issue that he should address on this occasion. 4. Ethics (23) President Hans van Damme reported that the Discussion Paper on Integrity and Professional Ethics discussed in the previous meeting has been approved by the Executive. He welcomed Michael Niehues, Chairman of the Ethics Working Party who delivered a presentation on the Code of Ethics for Professional Accountants. (24) Michael Niehues gave an overview of the Code of Ethics drawing attention to changes in Section 290 on auditor independence. He highlighted the split between audit/review and other assurance services. He mentioned the new definition of PIE and key audit partner. He also commented on client mergers and acquisitions and on documentation. He reviewed prohibited non-assurance services, especially in PIE audits. (25) Erich Kandler asked what is the status of payroll services. Michael Niehues answered that it must be treated as bookkeeping services, consequently prohibited in PIEs. 6 4.1. Approval of a Project proposal to update the October 2004 FEE Paper: EC Recommendation on Statutory Auditor’s Independence in the EU and comparison with the Independence Sections of the IFAC Code of Ethics for Professional Accountants – Considerations on the Implementation of the Framework Approach. (26) Michael Niehues recalled the FEE Comparison between the EC Recommendation and the Code of Ethics in 2004. He explained why it would be useful to update this study. It is relevant because of the IFAC-SMO4, the reference to the Code in the EC’s 2007 Consultation on Third-Country Auditors, ISA 200-220 and ISQC1. There are also needs/concerns to be met in the profession, as well as on investors’ and regulators’ sides. FEE should stay in the driver’s seat. (27) President Hans van Damme said that the project will require significant energy and resources. It is however necessary, even if we can only reach agreement to identify potential problems and avoid difficulties comparable with what we have seen on ISAs. (28) Noemi Di Segni asked whether national rules should also be considered. Michael Niehues answered that this is challenging but in the tables, it may be possible to have a third column available to add national comments. We should further reflect on a possible solution. (29) Jean-Charles de Lasteyrie said that the Code is indeed the basis. However in France, many people want to have the possibility to apply more stringent rules. It will be very difficult to develop a single solution. Anyway, the study is helpful to identify grey areas and discuss them. (30) The President concluded that Council is supporting the project. The Working Party needs first to seriously consider the chances to arrive at an acceptable outcome in a reasonable time. 5. Auditing 5.1. EC Consultation on ISAs – follow up 5.2. Assurance services other than audit - follow up on the FEE survey 5.3. Policy update (Art.47 SAD, IAASB CAG, summary report on the consultation paper on ownership, IOSCO consultation) 7 (31) Deputy President Philip Johnson provided Council with an update on developments concerning ISAs since the July Council. He commented on the IAASB Staff Paper on Proportionality of Application of ISAs and the APB Practice Note 26 on Smaller Entity Audit Documentation. Philip Johnson reported on the publication of the FEE Survey on the Provision of Alternative Assurance and Related Services across Europe and the IAASB CAG mixed views on the revision of ISAE 2400. He also reported on developments concerning the implementation of Article 47 SAD on access to audit working papers: the EC issued a draft decision on adequacy of Canada, Japan and Switzerland competent authorities. The US PCAOB is provisionally not included due to the absence of reciprocity. (32) He reported that IOSCO issued three documents for consultation. One relates to the work of the Auditing Working Party. Another falls in the area of the Company Law and Corporate Governance Working Party. The third should be commented on by the Qualification and Market Access Working Party. (33) Berry Wammes observed that the period to respond in the consultation is only six weeks, which is too short. Bob Bunting indicated that he understands IOSCO are considering an extension of the consultation period. (34) Hans van Damme believes that FEE should provide responses. Philip Johnson supported this proposal and added that Member Bodies should also be aware of these IOSCO consultations and consider responding. The timetable would however not permit a discussion of the final responses in Council. (35) Council decided that the Executive should finalise and approve the responses and that the draft should be circulated for comments to Council members. (36) Vice-President André Kilesse reported that the European Commission published a summary report of responses received in the consultation on ownership and control of audit firms. He said that IOSCO is now launching a similar consultation. The Qualification and Market Access Working Party which prepared the response to the EC Consultation already discussed the IOSCO paper and concluded that no new element needs to be included in the response. (37) As for the other above-mentioned consultations, Council confirmed that these fall under the general delegation to the Executive and agreed that the Executive approves the response to IOSCO on the basis of the comment letter addressed to the European Commission on the same issue. 8 6. FEE Paper on Assurance on Corporate Governance Statements – progress report (38) Erich Kandler reported that the Company Law and Corporate Governance Working Party and the Auditing Working Party have reached an agreement on the FEE Discussion paper on Auditor’s Role regarding Providing Assurance on Corporate Governance Statements. He briefly presented the scope of the paper, the existing requirements in the Directives and the survey of current practices in Member States. There is a diversity of EU practices to increase the degree of confidence of users of corporate governance statements. The Executive Summary is not finalised yet. Furthermore, the document has been put to IAASB to avoid serious objections from them at a later stage. Since there is no time pressure, the paper could come back in the December Council. (39) Deputy-President Philip Johnson emphasised the importance of the Paper for the profession. The Executive Summary can be brief because the paper itself is short. It is a discussion paper focusing on raising awareness. (40) The President asked whether it could not be more effective to release the paper sooner to be more effective in raising awareness. Erich Kandler added that Institutes should already be well aware through their contribution to the paper. (41) Svante Forsberg proposed Council to approve the Discussion Paper so that it can be finalised by the Executive in November if possible. The proposal was supported by other members. (42) The President thanked the Working Parties for bringing this difficult but important work to conclusion. They should now consider how to communicate so that it reaches statutory auditors in the field. (43) Council approved the FEE Paper on Assurance on Corporate Governance Statements subject to comments of IAASB and asked the Executive to finalise the presentation. 7. Financial Reporting 7.1. Policy Update 7.2. Financial Instrument Provisioning (44) President Hans van Damme updated Council on developments before and on the occasion of the G-20 Pittsburgh meeting in relation to financial reporting. He attended the IFAC preparatory meeting in London in July and especially commented on IFAC Recommendations. He also reported on the FEE policy papers on convergence. 9 (45) Vice-President Petr Kriz reported on the preparation of a joint FEE/EFRAG paper on “Impairment of Financial Assets - The expected loss model”. He asked whether the approval of this paper would fall under the general Delegation to the Executive, which was agreed by Council. Another paper will be issued by FEE alone on definitions of provisioning and reserving. Council also agreed that the Executive finalises this technical paper (46) Petr Kriz commented on the developments concerning financial supervision. The European Commission has now issued its proposals on financial supervision architecture. The most difficult issue remains however cross-border supervision. Helmut Klaas added that resolution plans and cross-border crisis management is also a key issue. (47) Petr Kriz reported on the IASCF Constitution Review. Proposals for enhanced public accountability are released for public consultation until 30 November. He also commented on developments concerning IAS 39 with references to the EC Stakeholders meeting and the FEE comment letter to EFRAG and IASB on ED Financial Instruments: Classification and Measurement. Sir David Tweedie made a presentation to ECOFIN and the European Parliament ECON Committee and committed the IASB to amending the standard before year’s end in order to make voluntary early application possible. (48) President Hans van Damme reported on EFRAG developments, especially the first meeting of the new Supervisory Board and the call for candidate technical experts. (49) Hans van Damme also reported that the European Parliament and Council continue their work on the proposed Directive on Micro-Entities. The Legal Affairs Committee could adopt its report on 20 November. (50) Bernard Scicluna observed that the IFRS for SMEs issued by IASB is much better than the draft. The President agreed with the statement and he added that the positive reaction of IASB to comments received is not a guarantee for the future. 10 8. Governance 8.1. Presidents’ meeting in Lisbon (51) Vice-President Jean Charles de Lasteyrie reported on the organisation of the Presidents’ meeting in Lisbon. The main theme of the meeting is “the future of the profession in 2020”. There is a need to anticipate changes if we want to be able to make a proactive contribution. Based on group discussion and brainstorming, the objective is to collectively generate and discuss a list of issues and actions for future consideration in view of better strategic planning. We will have two guest speakers: Nenad Pacek, President of Global Success-Advisors and Carlos Tavares, ViceChairman of CESR. 8.2. Feedback report on MEPs meeting organised by ECG (52) Chief Executive Olivier Boutellis-Taft reported on the ECG event in the European Parliament. It was an opportunity for fruitful discussion with some MEPs. Ms. Sharon Bowles appeared to be close to positions defended by FEE, which was not the case of all MEPs. German MEP Klaus-Heiner Lehne declined the invitation and seems quite difficult to access; possible Member Bodies’ help in this respect would be welcomed. A lot of attention was on the financial crisis and financial supervision. The FEE Policy Statement on dynamic provisioning was well received. MEPs showed also a lot of interest for sustainability issues. There is clearly more appetite for information from MEPs of smaller jurisdictions. (53) Olivier Boutellis-Taft also reported on two papers issued recently: “7 Key Objectives for 5 Decisive Years”; The Joint Statement with BusinessEurope and other European Associations of the financial sector “Towards Financial Stability and Sustainable Growth”. 8.3. Follow up of discussion regarding FEE SME-SMP activities (54) President Hans van Damme explained that the Executive decided to assess the work done by FEE in the area of SME/SMP because there was a feeling that we should be more efficient in this field which is identified as a top priority. This is however a difficult exercise. The President will come back to Council with further proposals at a later stage. 11 8.4. Interim Financial Statements (55) Council received a report from the Secretary General on interim financial statements. 9. Conferences and Events (56) The President reported on the FCM Conference. This was an interesting event. Small countries, especially in the Balkans are especially interested in assistance from larger and well developed professional Institutes. Some of them are very small. (57) An announcement of the SME/SMP Congress in Venice (15-16 April 2010) should be issued shortly, although the programme is not yet fully developed. (58) A conference will be organised by the Public Sector Committee jointly with the Institute in Cyprus in March 2010. (59) It would be difficult to organise a conference on audit regulation until a new Commissioner is appointed and some difficult issues are solved for instance on alternative assurance engagements. (60) The FEE Tax Day organised on 1 October was a great success. Vice-President Philip Johnson said that the CCAB believes that it was an important demonstration of the ability of FEE to be influential in other areas than financial reporting and auditing. 11. Close (61) The President thanked Council Members for their constructive participation to the meeting which was closed at 16.15 hrs. 12
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