Adoption of IFRS 15 Revenue from Contracts with Customers

IFRS 15 Revenue from Contracts with Customers (IFRS 15) has replaced existing international revenue standards IAS 18 Revenue and IAS 11 Construction Contracts, as well as revenue related IFRIC and SIC interpretations, for periods beginning on or after 1 January 2018.

Croner-i has been tracking the disclosures made in relation to the forthcoming adoption of IFRS 15 through these Common Practice reports. Firstly in March 2018 looking at the disclosure of the impacts of the forthcoming standard in annual reports, and then again in September 2018 when the report focussed on the software and telecommunications industries which were expected to be most impacted.

This report looks at a selection of December 2018 and January 2019 year ends where full year disclosures in relation to the actual adoption of IFRS 15 are being made for the first time. This report covers both the impact of the adoption of IFRS 15, and what disclosures have been made in relation to the adoption.

Disclosure of the impact of IFRS 16

This report reviews the IFRS 16 Leases disclosures for the annual reports of 20 listed companies, selected at random, with 31 December 2018 year ends. Two of the reports had early adopted IFRS 16 and for the other reports we evaluated the extent to which detailed quantification as to the expected impact of the standard was disclosed, in order to address points raised by the Financial Reporting Council (FRC) in its Annual Review of Corporate Governance and Reporting 2017/2018

This report builds on the findings from our equivalent report in May 2018 for a sample of 20 listed companies with 31 December 2017 year ends (New standard disclosure – IFRS 16 Leases). No early adopters were found in the sample at that time. Only two companies quantified the expected impact and there was great variety in the level of detail provided, with many not meeting FRC expectations.

Intangible assets - disclosure of impairments

Businesses are currently facing a number of challenges, such as uncertainty surrounding Brexit and a sluggish economy. The retail sector in particular is experiencing a higher level of impairments (and, for some, going concern issues) as they contend with slow sales, high business rates and plenty of competition. Tougher economic conditions generally lead to increased risks of impairment, particularly for intangible assets such as goodwill. 

In the technical findings from the Financial Reporting Committee’s 2017/18 Corporate Reporting Review, published in October 2018 (FRC technical findings 2018), impairment was one area highlighted where additional information was often requested and disclosures did not always contain all the required information.

When writing this report the latest 2017 and 2018 financial statements of 20 UK listed companies were selected at random for review of the impairment-related disclosures, focussing on intangible assets. It was ensured that a variety of industries such as retail, IT services and tourism and leisure were included.

Brexit Disclosures

As the Brexit uncertainty continues, we look at how Brexit has been disclosed in a sample of FTSE 350 annual report and accounts.

As things currently stand, ‘exit day’ is still scheduled to be on 29 March 2019, although the likelihood of this date slipping appears to be increasing. The Government has issued the statutory instrument (SI 2019/145), Accounts and Reports (Amendment) (EU Exit) Regulations 2018, which effectively cuts the UK’s ties with the EEA (European Economic Area). The changes proposed will be made to the Companies Act 2006 and secondary legislation, making EEA states third countries under UK law. The Government has also issued another SI The Statutory Auditors and Third Country Auditors(Amendment) (EU Exit) Regulations 2019 dealing with statutory auditors and third country auditors. 

The Government has issued a number of additional pieces of guidance on how companies should operate in the event of a no-deal Brexit occurring on 29 March, on topics ranging from competition, insolvency and intellectual property, to the recognition of professional qualifications.

The Financial Reporting Council (FRC) and the Department for Business, Energy and Industrial Strategy (BEIS) have published letters for auditors and accountants to share information in case there is no deal for leaving the EU by Friday 29 March 2019.

It remains to be seen when these changes will actually come into force, and if further discussions with the European Union will change proposals that have been made. Needless to say our technical team will follow developments closely and ensure legislation and commentaries on the Croner-i Tax and Accounting platform are updated as soon as possible.

UK Corporate Governance Code

Corporate governance has faced immense scrutiny recently following the high-profile collapses of BHS in 2016 and Carillion in January 2018, with MPs, the media and the public blaming the actions of the directors and auditors and all asking the same question… where was the board?

MPs, shareholders and the public have also been asking how effective the Financial Reporting Council’s (FRC) Corporate Governance Code has been in deterring poor corporate governance at the UK’s largest companies, following a raft of corporate failures. In July 2018 the FRC released a new UK Corporate Governance Code, (the Code) for listed companies in the UK. It also issued an update on its Guidance on Board Effectiveness. The Code is applicable to all companies with a premium listing, whether incorporated in the UK or elsewhere.

The new Code applies to accounting periods beginning on or after 1 January 2019, so with that in mind, this Common Practices report looks at how companies have been reporting on the current Code. We look at some good examples of reporting and look at the “explanations” made regarding compliance with the Code. We also discuss what’s new in the 2018 Code to enable readers to prepare for the upcoming changes.

The annual reports of 25 UK listed companies with year-ends between 31 December 2017 and 30 September 2018 were selected at random for review, across a range of industries. The full list of sample companies detailing company name, period end, auditor and industry classification can be found at the end of this report.

Disclosure of judgements and estimates

At the end of 2017, the FRC published a thematic review which focused on the disclosure of critical judgements and sources of estimation uncertainty, a requirement of IAS 1 Presentation of Financial Statements. This review was carried out in part because, in its 2016-17 corporate reporting review, the FRC found that companies were not making sufficiently clear disclosures in this area.

Unfortunately, despite this, judgements and estimates still represent an area of difficulty for companies, remaining the area most commonly raised by the Corporate Reporting Review Panel in reviewing company accounts during 2017–18. Common issues include poor explanations, a failure to separate judgements and estimates clearly and discussion of judgements and estimates that were not considered by the company to be significant or material. In some cases the FRC noted that disclosures elsewhere in the accounts suggested that significant judgements were made but these were not included in or referred to in the IAS 1 disclosures.

As a result of this, the FRC can be expected to continue its scrutiny of these disclosures and to challenge companies that do not provide clear, specific disclosures that meet the requirements of IAS 1.

This report analyses the disclosures about judgements and estimates which have been included in the consolidated annual reports of 20 UK listed companies selected at random from the FTSE 350.