Presentation slides from the Ireland Directors' Compliance Statement and Audit Committees event which took place on 20 June 2017.

1. ICSA CPD Event
Directors’ Compliance Statement
Audit Committees
EU Audit Reform
20th June 2017

2. Speakers
Introduction Ruairí Cosgrove, President ICSA
Ireland
Directors’ Compliance
Statement
Ruairí Cosgrove
Audit Committees / EU
Audit Reform
Andy Banks, Partner, PwC, Risk
Assurance Services
Panel discussion Andy Banks
Teresa McColgan, Tax Partner, PwC
Barbara Kenny, Partner, William Fry
Corporate Department
Closing Remarks Ruairí Cosgrove
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3. 1. Directors’ Compliance Statement
Ruairí Cosgrove
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4. PwC
Directors’ compliance statement - outline
Compliance
Statement
Acknowledgement
Confirmation
Include in Directors’ Report
Responsibility for compliance
Three “things specified” - comply or explain
Applies to all company directors
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5. PwC
Measures to demonstrate compliance
Three measures identified to demonstrate compliance with “relevant
obligations” as follows:
1. preparation of “Compliance Policy”
2. implementation of structures which in the directors’
opinion are designed to secure material compliance
3. review during the relevant financial year of the structures put in
place
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6. PwC
Stakeholders
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 Internal audit function
 Parent company
 Auditors
 Company secretary
 The board and, in particular, non-executive directors
(“NEDs”)
 Service providers
 Relevant sub-committee
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7. PwC
Default
Implications:
Each Director guilty
Category 3 offence
Category 3 offence
• Class A fine: not exceeding €5k
• Imprisonment not exceeding 6
months
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8. PwC
Timeline / Thresholds
Applies to financial statement periods
commencing on or after 1st June 2015
Turnover exceeds €25m and Balance Sheet
exceeds €12.5m
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9. PwC
Scope
Irish companies
Covered:
• PLCs
• Large companies:
• Private Limited Companies
• DACs
• Guarantee companies
• S110 companies
Excluded:
• Small/medium companies
• Unlimited companies
• Investment companies
Relevant Obligations
• Companies Act
• “Tax law”:
• Customs Acts
• Excise duties statutes
• Tax Acts
• CGT Acts
• VAT Acts
• CAT Act
• SDCA
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10. PwC
Company law scope of the compliance obligation
Category 1 offence under the Act
─ mainly relating to breach of obligations in relation to
accounting records.
Category 2 offence under the Act
─ for example, breach of obligations in relation to
financial assistance for acquisition of shares, loans to
directors, loans to connected persons, acquisition of
own shares, statutory financial statements, auditor’s
right to information and issuance of shares.
Serious market abuse offence
─ that involves a serious breach of the Market Abuse
(Directive 2003/6/EC) Regulations 2005 and the
Market Abuse Rules issued by the Central Bank of
Ireland in its capacity as the competent authority
under the Regulations.
Serious prospectus offence
─ that involves a serious breach of the Prospectus
(Directive 2003/71/EC) Regulations 2005 and the
Prospectus Rules issued by the Central Bank of
Ireland in its capacity as the competent authority
under the Regulations.
The scope of the Directors’ acknowledgement and confirmations, under Section 225 of the Companies
Act 2014, is limited to compliance with “relevant obligations”, which have been defined in the Act to
include provisions which if breached trigger the following offences:
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11. PwC
Questions directors need to be asking
• What are the obligations over which I must acknowledge
responsibility for compliance ?
• What will provide me with sufficient comfort to allow me
to sign the DCS ?
Scope
• Is there an existing policy which can be leveraged ?
• What is our policy with regard to tax / company law
compliance ?
Tax policy
• Are there systems & controls in place to identify, manage
and mitigate key risks ?
• Are these effective and have they been documented ?
Processes, systems
and
controls
• Have we the necessary resources and skillsets to carry
out the required review ?
• Will we seek independent assurance over the operation
of the controls to provide additional comfort ?
Monitoring & review
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12. PwC
Directors’ Compliance Statements
Key
points
What should have been done?
A compliance policy prepared
A register of “relevant obligations” developed (compliance universe) mapped
to current company activities
Processes and controls designed as effective to ensure “material compliance”
with the relevant obligations
Directors and control operators aware of these new requirements -
procedures demonstrated and evidenced
Assessment of the assurance process (internal audit, other assurance
provider), if any, which exists to provide comfort that processes and controls
are operating effectively
A review scheduled to confirm operating effectiveness – can be external or
internal audit
Processes implemented to keep current
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13. PwC
Directors’ Compliance Statement – what we are
seeing
Company Law
approach
• Defined schedule of
company law
provisions
Observations
• No new standard of
compliance
• No ODCE guidance
• Tailored response
required
• Auditors’ position
Tax approach
• Risk based approach
• Needs business and
tax knowledge
Concerns
• Lack of engagement
• Board awareness?
• Resources
Surprises
• Investment required
• Assumptions re.
outsourced
arrangements
• Compliance fatigue
• Tax function not
consulted
Benefits
• Tax recognised as a
governance issue
• Risk identification
and management
• Revenue audit
“ready”
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14. PwC
Guidelines for a compliance policy statement
Purpose /
Objectives
• Define objectives
• How objectives
will be achieved
Context
• Overall
governance
framework
• DCS
• Other
Scope
• Entities /
jurisdictions
• Legislation /
obligations
Responsibilities &
ownership
• Directors
• Management
• Other
Body of policy
• How objectives
will be achieved
• Measure
effectiveness
Monitoring &
escalation
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15. PwC
Directors’ Compliance Statements – what is being
stated in the Directors’ Report
1. Directors are stating that they acknowledge that they have
responsibility for compliance and that they have complied with the
three requirements of DCS
2. Directors are stating that the company has complied with elements
1 and 2 of the DCS requirements, that an informal review has been
completed in 2016 and that a formal review of the structures in
place will be undertaken in 2017
3. Directors are stating that they are aware of the requirement but due
to proximity of the financial year end to the commencement date of
section 225, the DCS has not been finalised.
It is too early to say whether statements 2. and 3. will bring additional
focus onto the company from the Revenue Commissioners, lenders or
investors
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16. PwC
Directors’ Compliance Statements – closing
comments
• The majority of companies in scope are stating in their Directors’
Report that they have complied
• Directors of companies which explained rather than compiled for the
first year should ensure that all three elements of DCS are completed
for future years
• Too early to say what the impact of not fully complying will be
• Companies which outsource a number of key functions need to
ensure that the service level agreements they have in place are
sufficient to give them comfort to sign off on DCS
• The DCS policy should be a ‘living’ document which is reviewed
regularly
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17. 2. Audit Committees
Andy Banks
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18. PwC
Role of a Board
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“Every organisation
should be headed by an
effective board which
is collectively
responsible for the
long-term success of
the organisation.”
UK Corporate Governance Code
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19. • Significant audit findings/recommendations
• Reviewing the performance of external
auditors
Audit Committee – Roles and Responsibility
• Appropriateness of accounting policies
• Disclosure of requirements
• Annual report & Financial Statements
Regulatory, Compliance
and Ethical Matters
• Effectiveness of system for ensuring compliance with laws and
regulations
• Code of conduct/ethics
• Whistleblowing
Communicating and
Reporting
• Relations with management
• Updates and recommendations to the full board
• Reports to board and shareholders
Maintaining and Measuring
Effectiveness
• Training needs
• Maintaining financial literacy
• Annual performance evaluation of audit committee
External Audit
• Appointment and remuneration
• Scope of work
• Independence requirements
Internal Audit
• Charter, authority and resources
• Scope of work
• Internal Audit effectiveness
• Responses to internal audit recommendations
Risk Management and
Internal Control
• Understanding of key risk areas
• Effectiveness of controls
• Fraud risk
Financial Reporting
AuditCommitteeAreasofFocus
• Significant audit
findings/recommendations
• Reviewing the performance of
external auditors
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20. PwC
CA 2014 – Section 167
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Companies which have turnover exceeding
€50m and a balance sheet total exceeding €25m
must establish an audit committee or explain
why they have not
This audit committee must have an
independent director who is competent in
accounting and auditing
There is no test specified regarding the merit
of the reason not to establish an audit
committee
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It is too early to say whether explaining
rather than complying will have a
negative impact

21. PwC
Audit Committee - what we are seeing in the marketplace
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ICSA CPD Event
Some (larger) organisations have combined Audit & Risk
Committee
1
CAC should have members drawn from outside the
Board & be empowered to co-opt members to provide
specialist skills / or procure skills required
2
Chairperson of the Board may be a member of the AC - but
may not chair it
3
Roles and responsibilities should be set out in written
charter
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22. PwC
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At least one member should have recent, relevant financial
expertise5
Formal letter of appointment required; duration of
appointment should be clearly set out (3 year term, to a
max of 6)
6
Formal induction process (incl. tailored training) for new
Committee members
7
Annual report of AC to Board to include opinion on
adequacy of RM & IC systems, incl. adequacy of sources of
assurance
8
Illustrative AC work programme established annually
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Continued
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23. 3. EU Audit Reform
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24. PwC
Heat map on Mandatory Firm Rotation globally
No requirements considered implemented Repealed/suspended
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25. PwC
Published in
the Official
Journal on 27
May 2014
PIE
definition
1. Who is affected and when?
Timing
Member States
option to
broaden list
Ireland has
not added any
• Entities that are both governed by the laws of an
EU Member State and listed on a regulated market
• Credit institutions
• Insurance companies
Entry into force: 16 June 2014
Application: from the first financial year
starting on or after 17 June 2016 (except for the
transition provisions for rotation which apply from
16 June 2014)
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For ≥ 20
years
(Art.41.1)
For 11-19
years
(Art.41.2)
For < 11 years
(Art. 41.3)
Auditor has been in place:
Transition period: 9 years Rotation - no renewal of the
existing engagement
Possible extension by max. 10
years after a tender **
Tran
Per
Transition period:
6 years
Rotation - no renewal of the
existing engagement
Possible extension by max. 10
years after a tender **
*
Rotation
Entry into force:
16 June 2014
New stat. auditor
* Effect from the first financial year starting on or after 17 June 2016 / ** Assumes adoption of max. 10 years extension as Member State option /
*** Subject to position in 2026 / No graphic illustration of the 14-year extension option for joint audits nor for multi-annual engagements
New statutory auditor
New statutory auditor
New statutory auditor
Possible extension by max. 10
years after a tender **
Applicability:
17 June 2016 *
2018 2020 2022 2024 2026 2028 2030 2032 2034 2036 2038 2040 2042
2. What will change?
Mandatory audit firm rotation – illustration of transition
2044
Tender process
New s. a.
Rotation
Rotation – no renewal of the
existing engagement
Possible extension by max. 10
years after a tender **
From 17 June
2003 to 16
June 2006
Tender process Tender process
Tender process Tender process Tender process
Tender process Tender process Tender Pro
From 17 June
2006 to 16
June 2016
Rotation – change or retender as maximum tenure is reached from
the first year of engagement **
Tender process Tender process Tender process
Rotation or extension subject to
member state options ***
New statutory auditor New statutory auditor
2046
TP
TP
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27. PwC
Implementation of the EU Audit Legislation
State of play of the transposition into local law
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28. PwC
Mandatory firm rotation modifications
Initial engagement period and one-off extension
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29. PwC
MFR Observations
• Important that the board of all group companies are aware of the
implications of MFR
• The time and effort involved in tendering and appointing new
auditors should not be underestimated
• Having multiple auditors in a group is very challenging
• Some Irish companies which have securities listed on the ISE are
moving to the Global Exchange Market to avoid MFR
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30. Panel discussion
Led by Ruairí Cosgrove
Panel Teresa McColgan
Partner, PwC Tax
Barbara Kenny, Partner, William Fry,
Corporate Department
Andy Banks, Partner, PwC, Risk Assurance
Services
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31. PwC
Closing remarks – Ruairí Cosgrove
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32. PwC
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consultation with professional advisors.
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