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Financial Reporting Supervision

Which entities come within the Authority’s financial statement review remit?

What is the EU Transparency Directive?

What is IAASA’s role under the EU Transparency Directive

  • IAASA’s role under the EU Transparency Directive is to examine the annual and half-yearly financial statements of entities whose securities (shares and debt) are admitted to trading on a regulated market. In IAASA’s case, such entities are primarily equity, debt and closed-ended investment funds whose securities are admitted to trading on the Main Market of Euronext Dublin.

    IAASA is designated the authority as an independent competent authority for the purposes of Article 24(4)(h) of the EU Transparency Directive, i.e. for examining information prepared pursuant to the EU Transparency Directive’s requirements.

    Regulation 42(2)  of the Transparency (Directive 2004/109/EC) Regulations (S.I. 277/2007) provides that

    IAASA shall examine information drawn up pursuant to Regulations 4 to 8 by issuers whose home Member State is the State for the purpose of considering whether such information is in accordance with the relevant reporting framework’.

     

What is the scope of the EU Transparency Directive?

How has the EU Transparency Directive been transposed into Irish law?

What are issuers’ periodic financial reporting requirements?

  • Issuers are required to prepare and publish annual and half-yearly financial statements providing minimum specified material and with specified timelines.

    Issuers’ periodic financial reporting requirements, which come within the IAASA financial reporting examination remit and as laid down by Regulations 4 to 8 of the Transparency (Directive 2004/109/EC) Regulations 2007 (S.I. 277/2007) (as amended), are as follows:

    Annual financial reports

    Issuers are required to make public their annual financial reports not later than four months after the end of their financial year. Issuers are further required to ensure that their financial reports remain publicly available for at least ten years following publication. Issuers’ annual financial reports are required to comprise, at a minimum:

    1. Audited financial statements

    Where an issuer is required to prepare consolidated financial statements, the audited financial statements must be prepared in accordance with IFRS as adopted for use in the EU . Where an issuer is not required to prepare consolidated financial statements, the audited financial statements included in the annual financial report must be prepared in accordance with the national law of the Member State in which the issuer is incorporated;

    1. a Management Report

     

    1. a Responsibility Statement

    This is a statement made by persons responsible within the issuer to the effect that, to the best of their knowledge, the financial statements, prepared in accordance with applicable financial reporting standards, give a true and fair view of the profit/loss and assets, liabilities and financial position of the issuer and the undertakings included in the consolidation taken as a whole, and that it includes a fair examination of the development and performance of the business and the position of the issuer and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.

     

    Half-yearly financial reports

    Issuers of shares and, subject to certain exemptions, debt securities are required to make public their half-yearly financial reports not later than three months after the end of the first six months of their financial years. Issuers are further required to ensure that their financial reports remain publicly available for at least ten years following publication. Issuers’ half-yearly financial reports are required to comprise, at a minimum:

     

    1. Condensed financial statements

    Where an issuer is required to produce consolidated financial statements, the condensed financial statements must be prepared in accordance with IFRS as adopted for use in the EU . Where an issuer is not required to prepare consolidated financial statements, the issuer shall follow the same principles for recognition and measurement as when preparing annual financial reports and the condensed financial statements must include at least the following:

    1. a condensed balance sheet;
    1. a condensed profit and loss account; and
    1. explanatory notes.

     

    1. an Interim Management Report

     

    1. a Responsibility Statement

    This is a statement made by persons responsible within the issuer to the effect that, to the best of their knowledge, the financial statements, prepared in accordance with applicable financial reporting standards, give a true and fair view of the profit/loss and assets, liabilities and financial position of the issuer and the undertakings included in the consolidation taken as a whole and that it includes a fair examination of:

     

    1. important events that have occurred during the first six months of the year;
    1. the impact of those events on the condensed financial statements;
    1. a description of the principal risks and uncertainties for the remainder of the financial year; and
    1. in the case of issuers of shares, details of material related party transactions.

     

    In addition, issuers are also required to comply with the Central Bank (Investment Market Conduct) Rules 2019 (S.I. No. 366/2019) published by the Central Bank of Ireland when preparing annual and half-yearly financial reports.

Which Entities fall within IAASA's financial reporting examination remit?

  • Which entities fall within IAASA's financial reporting examination remit?

     

    Issuer constituency

     

    At 31 December 2021, IAASA’s financial reporting examination constituency as notified by the Central Bank of Ireland comprised 99 issuers made up of:

     

    Type of issuer

    Number

     

     

    Equity

    27

    Closed-ended fund

    10

    Debt

    62

     

    99

     

     

    Known equity issuer constituency at 31 December 2021:

     

    1.     AIB Group plc

    2.     Bank of Cyprus Holdings plc

    3.     Bank of Ireland Group plc

    4.     CRH plc

    5.     Cairn Homes plc

    6.     Dalata Hotel Group plc

    7.     Diageo plc

    8.     Draper Esprit plc

    9.     FBD Holdings Plc

    10.  Flutter Entertainment plc

    11.  Glanbia plc

    12.  Glenveagh Properties plc

    13.  Hammerson plc

    14.  Hibernia REIT plc

    15.  Hostelworld Group plc

    16.  Irish Continental Group plc

    17.  Irish Residential Properties REIT plc

    18.  Linde plc

    19.  Kenmare Resources plc

    20.  Kerry Group plc

    21.  Kingspan Group plc

    22.  Permanent TSB Group Holdings plc

    23.  Ryanair Holdings plc

    24.  Smurfit Kappa Group plc

    25.  Tesco plc

    26.  Tullow Oil plc

    27.  Yew Grove REIT plc

     

     

    Known closed-ended fund issuer constituency at 31 December 2021:

     

    1.     Aberdeen Private Equity Global Fund of Funds plc

    2.     Crown Asia-Pacific Private Equity II plc

    3.     Crown Asia-Pacific Private Equity IiII plc

    4.     Crown Asia-Pacific Private Equity IV plc

    5.     Crown Co-Investment Opportunities II plc

    6.     Crown Co-Investment Opportunities plc

    7.     Crown Global Secondaries III plc

    8.     Crown Global Secondaries IV plc

    9.     Crown Global Secondaries V Feeder plc

    10.  Trimaran Fund II (Cayman) Limited

     

     

    Known debt issuer constituency at 31 December 2021:

     

    1.     Aercap Global Aviation Trust

    2.     Amethyst Structured Finance plc

    3.     Amundi Physical Metals plc

    4.     Argentum Capital SA.

    5.     Astute Capital plc

    6.     Barclays Bank Ireland plc

    7.     BBVA Global Markets BV

    8.     Beechwood Structured Finance plc

    9.     Benbulbin Capital plc

    10.  Brokercreditservice Structured Products plc

    11.  Brookfields Capital plc

    12.  Comm 2001-J2 Mortgage Trust

    13.  CRH America Inc

    14.  DB ETC plc

    15.  DBinvestor Solutions  plc

    16.  Delamare Finance plc

    17.  Eirles One DAC

    18.  Eirles Three DAC

    19.  Eperon Finance plc

    20.  Espaccio Securities plc

    21.  Freshwater Finance plc

    22.  Gold Bullion Securities Limited

    23.  Greenstreet Structured Financial Products plc

    24.  Haitong Investment Ireland plc

    25.  Invesco Physical Markets plc

    26.  Investec Bank plc

    27.  Ipanema Capital plc

    28.  Ishares Physical Metals plc

    29.  Italian Wine Brands spa

    30.  Juturna (European Loan Conduit No. 16) plc

    31.  Konstanz Finance Limited

    32.  Land Securities Capital Markets plc

    33.  Leverage Shares plc

    34.  Lunar Funding V plc

    35.  Magellan Mortgages No. 3 plc

    36.  Main Capital Funding II Limited Partnership

    37.  MBA Community Loans plc

    38.  Minerva Lending plc

    39.  Nimrod Capital plc

    40.  Opal Financial Products plc

    41.  Petra Diamonds US$ Treasury plc

    42.  Profile Finance plc

    43.  Recolte Securities plc

    44.  Royal Bank of Canada

    45.  Santander International Products plc

    46.  Silverstate Financial Investments plc

    47.  Structured Investments Corporation

    48.  Vermillion Protective Bond Portfolio plc

    49.  Vespucci Structured Financial Products plc

    50.  Vigado Capital plc

    51.  Voyce Investments plc

    52.  Wal-Mart Stores Inc

    53.  Waterford Capital Investments plc

    54.  Waves Financial Investments plc

    55.  Willow No. 2 Ireland plc

    56.  Wisdomtree Commodity Securities Limited

    57.  Wisdomtree Foreign Exchange Limited

    58.  Wisdomtree Hedged Commodity Securities Limited

    59.  Wisdomtree Hedged Metal Securities Limited

    60.  Wisdomtree Metal Securities Limited

    61.  Wisdomtree Multi Asset Issuer plc

    62.  Xtrackers ETC plc

What is the scope of examinations undertaken by IAASA?

  • Depending upon risk factors identified and other relevant considerations, examinations undertaken by IAASA can be categorised as being:

    1. Interactive unlimited examination of financial information

    The evaluation of the entire content of the financial information included in one or more harmonised documents of an issuer in order to identify issues / areas that, in IAASA’s opinion, need further analysis, and the subsequent assessment of whether the financial information regarding those issues / areas is in accordance with the relevant financial reporting framework. The interactive unlimited examination entails an interaction between IAASA and the issuer. Based on the examination procedures undertaken and the information received from the issuer, IAASA concludes whether it has discovered infringements in relation to the issues / areas analysed.

    1. Desktop unlimited examination of financial information

    The evaluation of the entire content of the financial information included in one or more harmonised documents of an issuer in order to identify issues / areas that, in IAASA’s opinion, need further analysis, and the subsequent assessment of whether the financial information regarding those issues / areas is in accordance with the relevant financial reporting framework. The desktop unlimited examination does not entail any interaction between IAASA and the issuer. Based on the examination procedures undertaken, IAASA concludes whether there are indications that infringements exist in the financial information analysed.

    1. Interactive focused examination of financial information

    The assessment of whether pre-defined issues / areas in the financial information included in one or more harmonised documents of an issuer are in accordance with the relevant financial reporting framework. The interactive focused examination entails an interaction between IAASA and the issuer. Based on the examination procedures undertaken and the information received from the issuer, IAASA concludes whether it has discovered infringements in relation to the pre-defined issues / areas analysed.

    1. Desktop focused examination of financial information

    The assessment of whether pre-defined issues / areas in the financial information included in one or more harmonised documents of an issuer are in accordance with the relevant financial reporting framework. The desktop focused examination does not entail any interaction between IAASA and the issuer. Based on the examination procedures undertaken, IAASA concludes whether there are indications that infringements exist in relation to the pre-defined issues / areas analysed.

    1. Follow-up examination of actions

    The assessment of whether an issuer has taken appropriate remedial actions in instances where the issuer has provided undertakings to IAASA or against which IAASA has taken actions.

    1. Thematic examination of financial information

    The assessment of financial reporting practices adopted by a range of issuers in respect of one or more financial reporting matters. These examinations are desktop-based and are limited to examining publicly published information without issuer engagement.

    1. Topical surveys

    These surveys, mandated by ESMA, comprise the examination of the financial reporting treatments applied by selected issuers based on parameters set by ESMA. These surveys are also desk-based and limited to examining publicly published information without issuer engagement. If, as a result of its findings from these surveys, IAASA subsequently engages with an issuer, that subsequent engagement is designated as a separate unlimited scope examination or focused examination as appropriate.

How does ESMA's Guidelines on enforcement of financial information impact on IAASA's examinations?

  • IAASA is committed to applying ESMA standards and Guidelines.

     

    In particular, IAASA applies the ESMA Guidelines on enforcement of financial information (ref. 4 February 2020).

     

    These Guidelines, which apply to all EU competent authorities, including IAASA, undertaking enforcement of financial information under the EU Transparency Directive, apply in relation to the enforcement of financial information under the EU Transparency Directive to ensure that financial information in harmonised documents provided by issuers whose securities are admitted to trading on a regulated market comply with the requirements resulting from the EU Transparency Directive.

     

    Competent authorities to which these Guidelines apply, which includes IAASA, comply by incorporating them into their supervisory practices. Responsibility for compliance with the provisions of the EU Transparency Directive remains with the designated competent authority. Competent authorities remain under the obligation to make every effort to comply with these guidelines.

     

    These Guidelines require that EU national accounting enforcers’ selection methodologies must include risk-based methodologies. IAASA’s selection of issuers’ periodic financial reports for examination is based on a mixed model, i.e. whereby risk assessments are supplemented by cyclical and random selections.

     

How is consistent enforcement of IFRS across the European Union achieved?

  • European accounting enforcement activities are co-ordinated through the ESMA-sponsored European Enforcers Co-Ordinations Sessions (EECS).

     

    The European Communities (International Financial Reporting Standards and Miscellaneous Amendments) Regulations 2005 (S.I. 116/2005) gives effect to Directive 2003/51/EC of the European Parliament and of the Council of 18 June 2003 (‘the IAS Regulation’).

     

    The IAS Regulation:

     

    1. requires that certain EU entities (i.e. those admitted to trading on a regulated market and having a requirement to prepare consolidated financial statements) prepare their consolidated financial statements in accordance with IFRS as adopted for use in the EU (i.e. IFRS as endorsed by the EU ); and

     

    1. makes reference to Member States’ requirement to take appropriate measures to ensure compliance with IFRS.

     

    To facilitate these requirements, ESMA established the EECS. EECS comprises:

     

    1. Member States’ securities regulators; and

     

    1. where Member States’ securities regulators are not charged with primary responsibility for the enforcement of financial reporting standards, the relevant enforcement body.

     

    In counties such as Ireland, the UK, Germany, Iceland and Denmark, it is the relevant enforcement body, i.e. IAASA in the Irish context, which is the member of EECS. In most other jurisdictions, it is the securities regulator who is the EECS member.

     

    The role of EECS is to facilitate co-operation and co-ordination between European national accounting enforcers with a view to bringing about the consistent enforcement of IFRS across the EU. EECS on-going regular activities include:

     

    1. discussing accounting enforcement decisions taken by EU national accounting enforcers;

     

    1. discussing emerging issues currently under examination by EU national accounting enforcers;

     

    1. contributing to the confidential database of enforcement decisions;

     

    1. publishing, for the benefit of issuers and other interested parties, summaries of enforcement decisions posted to the EECS database;

     

    1. publishing (via ESMA) annual activity reports on the enforcement of IFRS in Europe, the purpose of which is to provide stakeholders with an overview of the monitoring and enforcement of IFRS across the EU;

     

    1. sharing and comparing practical experiences in the field of accounting enforcement such as selection, risk assessment, examination methodology, contacts with issuers and auditors, etc; and

     

    1. holding meetings with representatives of the IFRS Interpretations Committee (IFRS IC) in order to discuss complex issues identified by EECS members either for which there is no specific IFRS guidance or where widely diverging interpretations exist.

     

    EECS meetings aid discussion by European national accounting enforcers to:

     

    1. share the reasoning underpinning their enforcement decisions with their counterparts; and

     

    1. canvass their counterparts’ views on enforcement cases currently being dealt with, to achieve a consistent approach to enforcement across all EU Member States.

     

    To achieve this objective, EECS (via ESMA) has established a database of enforcement decisions taken by national accounting enforcers. The content of this database is confidential and available to EU national accounting enforcers and ESMA only.

     

    While the decisions taken by European national accounting enforcers do not constitute precedent and are not, therefore, binding on other enforcement authorities, the purpose of the database is to enable European national accounting enforcers to consider decisions taken by their counterparts on similar issues and to determine the extent, if any, to which they may be relevant to their own decision making (while recognising that the circumstances surrounding individual cases are rarely the same).

     

    EECS, in conjunction with ESMA, publishes enforcement decisions taken by EECS members. Such public information does not disclose the specific issuers or individual jurisdictions by name but, rather, is published on an anonymous basis for the purpose of informing interested parties including issuers, auditors, shareholders, analysts and regulators.

     

    ESMA Standards and Guidelines

    ESMA publishes mandatory Guidelines with which EU national competent authorities are required to comply. IAASA is committed to applying ESMA standards and guidelines.

     

    In particular, IAASA is committed to applying:

     

    1. ESMA Guidelines on enforcement of financial information (ref. 4 February 2020 | ESMA32-50-218)

    These Guidelines, which apply to all EU competent authorities, including IAASA, undertaking enforcement of financial information under the EU Transparency Directive, apply in relation to the enforcement of financial information under the EU Transparency Directive to ensure that financial information in harmonised documents provided by issuers whose securities are admitted to trading on a regulated market comply with the requirements resulting from the EU Transparency Directive.

     

    Competent authorities to which these Guidelines apply, which includes IAASA, comply by incorporating them into their supervisory practices. Responsibility for compliance with the provisions of the EU Transparency Directive remains with the designated competent authority. Competent authorities remain under the obligation to make every effort to comply with these guidelines.

     

    1. ESMA Guidelines on Alternative Performance Measures (APMs) (ref. ESMA/2015/1415en))

    These Guidelines, which apply to APMs disclosed by issuers or persons responsible for the prospectus when publishing regulated information or prospectuses on or after 3 July 2016, apply in relation to APMs disclosed by issuers or persons responsible for the prospectus when publishing regulated information and prospectuses (and supplements). Examples of regulated information are management reports disclosed to the market in accordance with the EU Transparency Directive.

     

     The Guidelines do not apply to APMs:

     

    1. disclosed in financial statements;

     

    1. disclosed in accordance with applicable legislation which sets out specific requirements governing the determination of such measures. Therefore, the guidelines do not apply to measures included in prospectuses such as pro forma financial information, related party transactions, profit forecasts, profit estimates, working capital statements and capitalisation and indebtedness for which the specific requirements of the prospectus regime apply.

What are the considerations affecting risk assessment and selection?

  • In summary, IAASA’s risk-based approach to the selection of financial reports for examination considers the:

     

    1. risk of material misstatement in issuers’ financial reports; and

     

    1. potential impact of such a misstatement on the users of financial reports.

     

    IAASA is committed to the application of ESMA standards and guidelines on enforcement of financial reporting. ESMA standards and guidelines require that selection methodologies must include risk-based methodologies. It is not, for example, permitted under ESMA standards and guidelines to adopt selection methodologies based purely on cycles or random selections.

     

    IAASA has adopted a mixed model, whereby selections of issuers’ financial reports for examination is based on risk assessments, supplemented by cyclical and/or random selections (thereby ensuring that issuers that might not be selected as a consequence of a risk-based approach nevertheless stand to be selected for examination).

     

    IAASA has determined that there are many risk factors, or combinations thereof, that should be considered in assessing the relative risk of an incidence of material misstatement in an issuer’s financial reports. These include, amongst others:

     

    1. financial structure and business/economic trends;

     

    1. financial position and ratios;

     

    1. industry specific issues;

     

    1. audit qualifications and related issues;

     

    1. corporate governance and control environment issues;

     

    1. incidence of related party transactions;

     

    1. incidence of business combinations and/or disposals;

     

    1. administrative, court and/or regulatory actions; and

     

    1. third party signals (e.g. complaints received by IAASA, media commentary, etc).

     

    In assessing the potential impact of a material misstatement on the users of financial reports, the following are among the factors that are considered:

     

    1. share trading activity and volatility in stock price;

     

    1. market capitalisation;

     

    1. number and nature of investors;

     

    1. nature of securities traded; and

     

    1. public profile.

     

    Where instances of non-compliance are identified in an issuer’s periodic financial report, the potential for that issuer’s subsequent periodic financial reports to be the subject of examination increases.

     

    IAASA has entered into Moemoranda of Understanding (MoUs) with the Central Bank of Ireland and the Office of the Director of Corporate Enforcement (ODCE). From time to time, IAASA receives referrals from these and other parties. The receipt of a referral from another statutory body is treated as a risk factor and is, therefore, incorporated into IAASA’s risk assessment and selection processes.

     

     

What is IAASA’s approach towards issues arising from examinations of periodic financial reports?

  • Having examined an issuer’s financial report, IAASA corresponds with the directors seeking further information and/or clarification. IAASA may meet with issuer representatives.

     

    When all information, clarifications and/or explanations necessary has been obtained, IAASA will make an assessment as to whether the periodic financial report is in compliance with the relevant reporting framework have been obtained.

     

    The range of outcomes to an examination are:

     

    1. no apparent instances of non-compliance has been detected and the examination is closed;

     

    1. less significant instances of instances of non-compliance are detected and undertakings are sought that such maters will be rectified in future periodic financial statements;

     

    1. significant instances of instances of non-compliance are detected and revised financial statements are prepared and published.

     

    In addition, the financial reporting decision may warrant publication in accordance with IAASA’s  Policy Paper on Publication of IAASA’s Financial Reporting Enforcement Findings.

     

    Having examined an issuer’s periodic financial report, it may appear that there are issues arising in respect of which further information and/or clarification is required. In such cases, IAASA corresponds with those charged with the issuer’s governance, i.e. the directors. In such correspondence, the matters arising are set out in detail and the issuer’s directors are requested to respond in writing, providing any information, clarification and/or explanations considered necessary.

     

    Where directors’ responses do not fully address the issue(s) raised or, as is frequently the case, directors’ responses require further elaboration and/or clarification, IAASA typically enters into further correspondence with the directors. In instances where it is deemed more effective to do so, IAASA holds face-to-face meetings with issuer representatives, until such time as all information, clarifications and/or explanations necessary to enable an assessment to be made as to whether the periodic financial report is in compliance with the relevant reporting framework have been obtained.

     

    When all information deemed necessary has been received, IAASA determines whether the particular financial reporting treatment adopted and/or disclosures provided are in compliance with the relevant reporting framework.

     

    It is important to note that not all matters raised with issuers’ directors suggest potential non-compliance with the relevant reporting framework.

     

    Rather, as considered necessary, IAASA seeks further information and/or clarification from issuers’ directors for the purpose of enabling it to better understand the basis for certain of their financial reporting judgments in preparing periodic financial reports, including their judgments relating to recognition, measurement, classification, presentation and disclosure.

     

    On receipt of such further information and/or clarification from issuers’ directors, matters raised by IAASA in initial correspondence may be closed without the need for re-statement, additional disclosure or other actions on the part of the issuer.

     

    Based on experiences to date, IAASA has found that those issuers that are most forthcoming with the requisite information, clarifications and explanations are those that bring their contacts with IAASA to a successful conclusion in the most efficient and expeditious manner.

     

Does IAASA publish the outcome of its financial statement examinations?