Hammerson

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.

Hammerson plc Monitor

Hammerson plc Annual Report 2017
CR Monitor Issue: 
2018/0714
Company covered: 
Hammerson plc
Period End: 
31 December, 2017
Report issued on 17 July 2018 covered the following practice issues:
Pronouncements
Enhanced disclosure in respect of new accounting standards including IFRS 9 "Financial instruments", IFRS 15 "Revenues from contracts with customers" and IFRS 16 "Leases".
Change
Net exchange gain re-classified to profit and loss account.
Restatement
Restatement of cash flow from operating activities to investing activities.
Change
Enhanced disclosure of accounting policies in relation to disposals and derivatives.
Change
Extended disclosure in respect of pensions scheme including asset and sensitivity analysis information.
Change
Disclosure of key inputs employed in the valuation of Level 3 financial instruments. .

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.

Fair value measurement information under IFRS

IFRS 13 “Fair value measurement” sets out a single consistent framework for measuring fair value within IFRS financial statements and outlines a standardised set of disclosures in respect of fair value measurements. IFRS 13 has been mandatory now for some years, with application being required for annual reporting periods beginning on or after 1 January 2013. This report sets out the results of how requirements of the standard have been put into practice, both in terms of measurement and disclosure, in the consolidated financial statements of 139 large public limited companies with year ends between 31 March 2016 and 1 April 2017. It is not an exhaustive study of all aspects of IFRS 13 application and its conclusions are limited to our findings in respect of the areas analysed within the financial statements reviewed.

Disclosure of the impacts of IFRS 16 "Leases"

IFRS 16 “Leases” will fundamentally change accounting by lessees as it requires assets previously off balance sheet under operating lease arrangements to be brought on balance sheet as is currently the case for finance leased assets. As a result on application companies will recognise both additional assets and additional liabilities. Consequently there will also be knock on effects in the income statement as operating lease charges are replaced by a depreciation charge and a finance expense. This report analyses the financial statements of a range of companies to firstly establish whether there has been any early adoption and secondly to establish what companies are disclosing in respect of IFRS 16 and its future impacts.

Hammerson plc Monitor

Hammerson plc Annual Report 2015
CR Monitor Issue: 
2016/1209
Company covered: 
Hammerson plc
Period End: 
31 December, 2015
Report issued on 19 December 2016 covered the following practice issues:
Restatement
Restricted monetary assets are shown separately from trade receivables.
New
Introduced chart showing potential impact and probability assessment of principal risks.
New
Acquisition accounting of joint venture identified as risk of material misstatement.
New
Maturity analysis for derivative and non-derivative financial liability disclosed separately.
New
Sensitivity of unobservable inputs used in fair value measurement is provided.
Change
Statement of other comprehensive income clearly split between items that can and cannot be reclassified to profit or loss.

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.