Cobham

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.

Alternative Performance Measures (APMs)

In this Common Practices report we look at what APMs are; how companies are using them; and what they mean for the users of accounts when comparing them to others. This report examines the APMs that are stated within recent company and group accounts for a sample of 20 companies. Our selected sample covers year ends from 30 June 2017 to 31 March 2018. All companies report under International Financial Reporting Standards (IFRS) as adopted in the EU. Throughout this report, we look at some of the recommendations put forward by the European Securities and Markets Agency (ESMA) in their guidelines setting out best practice on APMs in 2015, which became effective from 3 July 2016, as well as the observations made by the FRC, assessing whether and how companies have implemented them. 

Cobham plc Monitor

Cobham plc Annual Report 2017
CR Monitor Issue: 
2018/0609
Company covered: 
Cobham plc
Period End: 
31 December, 2017
Report issued on 12 June 2018 covered the following practice issues:
Pronouncements
Change in policy in respect of income tax interest and penalties linked to IFRS Interpretations Committee agenda decision.
Pronouncements
Adoption of amendment to IAS 7 "Statement of cash flows" results in additional disclosure in respect of changes in liabilities arising from financing activities.
Pronouncements
Extended disclosure in respect of the impacts of new accounting standards.
Restatement
Restatement of basic and diluted EPS linked to rights issue.
Restatement
Restatement of segment disclosures following allocation of profits and net assets.

New standard disclosure - IFRS 16 "Leases"

This report revisits the findings of the CR Emerging Issues Report "Disclosure of the impacts of IFRS 16 "Leases", and assesses 20 companies with 31 December 2017 year ends, to understand if some of the trends of the previous report are repeated. After the last report, we expected to see more companies early adopting, as well as more providing qualitative commentary on their expected materiality position post-implementation. We will assess whether this is the case. 16 of the 20 companies reviewed were in the original sample.

New standard disclosure - IFRS 15

IFRS 15 Revenue from Contracts with Customers (IFRS 15) is one of two major new standards being applied from financial periods beginning on or after 1 January 2018 (the other being IFRS 9 Financial Instruments). In the years leading up to this, there has been an increased focus by the Financial Reporting Council (FRC) on the disclosures setting out the impact of forthcoming accounting standards in the financial statements, as required by IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors (IAS 8).

The FRC commented on these disclosures in its Annual Review of Corporate Reporting for the 2016-17 year-ends (annual review), and noted in its year-end advice letter to audit committee chairs and finance directors (FRC advice letter) (attached as an appendix to the report), that it expected to see a ‘step change’ in the quality of the disclosures assessing the impact of new accounting standards in the 2017-18 financial statements.

This report analyses the disclosures assessing the impact of IFRS 15 which have been included in the consolidated financial statements of 20 UK listed companies selected at random with a focus on industries where IFRS 15 has most impact.

FRS 101 "Reduced disclosure framework"- A review of application in parent company accounts of IFRS groups

The preparation of parent company financial statements is something that all consolidated IFRS groups have to consider. In light of the great level of recent change in this area in the UK this represents a one-off report giving guidance on the preparation of parent company financial statements under FRS 101 "Reduced Disclosure Framework". It focuses on UK groups that prepare IFRS consolidated accounts.

The report sets out the key findings from our review of the first-time application of FRS 101 “Reduced Disclosure Framework” by a group of 29 parent companies that prepare consolidated financial statements under IFRS.  We consider a number of points including: how companies informed shareholders of the intention to implement FRS 101; the format of the primary financial statements; disclosure of the list of exemptions taken; the concept of equivalent disclosure in the consolidated financial statements; the length of company financial statements under FRS 101; and changes in accounting policy on adoption. 

Cobham plc Monitor

Cobham plc Annual Report 2015
CR Monitor Issue: 
2016/0411
Company covered: 
Cobham plc
Period End: 
31 December 2015
Report issued on 22 April 2016 covered the following practice issues:
Divergence
Impairment of goodwill prior to classification as held for sale disclosed in note.
Change
Trading performance and cash generation issues identified as new principal risk.
New
Viability statement introduced, looking ahead for three years.

Provisions - Cobham plc

Period End: 
31 December 2011
Period End Date: 
2011-12-31
Listing Status: 
FTSE Mid 250, S&P Europe 350
ICB Industry Classification: 
2713 Aerospace
Auditor: 
PricewaterhouseCoopers