9 September 2008
Sir David Tweedie
Chairman
International Accounting Standards Board
30 Cannon Street
London EC4M 6XH
UNITED KINGDOM
Dear Sir David
Financial Instruments with the Characteristics of Equity
The Group of 100 (G100) is an organization of chief financial officers from Australia’s largest business enterprises with a purpose of advancing Australia’s financial competitiveness. The G100 is pleased to provide comments on the Discussion Paper ‘Financial Instruments with Characteristics of Equity’.
The distinction between equity and liabilities is important for a number of reasons including determining the solvency of the entity, items for which cash settlement is likely to be required, the priority of claims on the entity’s assets, the potential dilution of ownership interests and for determining the residual interests of the entity.
The G100 considers that the IASB project on the distinction between liabilities and equity should be deferred until the outcome of the Conceptual Framework project is clearer. This will ensure that the approach developed for distinguishing financial liabilities from equity instruments is based on strong conceptual foundations.
A consistent underlying approach to a conceptual framework on these issues represents a logical first-step in addressing the issues and would facilitate implementation of the requirements and compliance with the resulting standard. To proceed on a piecemeal basis does not benefit preparers and users in the longer-term.
Furthermore, we do not see a benefit in addressing these issues at this stage when current practice and requirements are generally understood and accepted by preparers. Nonetheless, we have taken this opportunity to outline our position on the proposed approaches.
The basic ownership approach has the advantage of simplicity and certainty, although it does not address the potential complexity of ownership relationships and the types of instruments that arise in practice. The basic ownership approach may also result in instruments with similar economic characteristics being classified differently. We believe that the features and fundamental characteristics of an instrument should drive its classification rather than its ranking and status in relation to other instruments issued by the entity consistent with a principles-based accounting standards regime.
Our overarching view on classification (that an instrument should be recognised as equity if it gives rise to participation in the risks and rewards of ownership of the entity) leads us to support the ownership-settlement approach. While this option may result in additional complexity at some levels, the cost is potentially outweighed by information which more accurately represents economic reality. This position is outlined in more depth below.
Given our position outlined above we have not responded to all the questions in the Discussion Paper.
| 1. |
Do you believe that the basic ownership approach would represent an
improvement in financial reporting? Are the underlying principles clear
and appropriate? Do you agree that the approach would significantly
simplify the accounting for instruments within the scope of the
Preliminary Views and provide minimal structuring opportunities? No. While the underlying principles may be clear and should simplify the classification for instruments, we consider that it oversimplifies a complex reality. In addition, this approach prevents an entity from classifying financial instruments that carry real equity risks and rewards as equity instruments. |
| 2. |
Under current practice, perpetual instruments are classified as
equity. Under the basic ownership approach (and the REO approach, which
is described in Appendix B) certain perpetual instruments, such as
preferred shares, would be classified as liabilities. What potential
concerns, if any, does this classification present? While
holders/investors in the instruments described may consider that they
have invested in an equity instrument we are concerned that this will
not be reflected as such on the balance sheet. From the perspective of
the entity, the instruments are a form/class of equity. Our overall
position is that, if the instruments give rise to a participation in the
risks and rewards of ownership, they should be classified as equity. |
| 3. |
The Board has not yet concluded how liability instruments without
settlement requirements should be measured. What potential operational
concerns, if any, do the potential measurement requirements in paragraph
34 present? The Board is interested in additional suggestions about
subsequent measurement requirements for perpetual instruments that are
classified as liabilities. The measurement principles should follow the classification of the instrument consistent with the existing measurement principles for financial instruments. |
| 4. |
Basic ownership instruments with redemption requirements may be
classified as equity if they meet the criteria in paragraph 20. Are the
criteria in paragraph 20 operational? For example, can compliance with
criterion (a) be determined? No comment. |
| 5. |
A basic ownership instrument with a required dividend payment would
be separated into liability and equity components. That classification
is based on the Board’s understanding of two facts. First, the dividend
is an obligation that the entity has little or no discretion to avoid.
Second, the dividend right does not transfer with the stock after a
specified ex-dividend date, so it is not necessarily a transaction with
a current owner. Has the Board properly interpreted the facts?
Especially, is the dividend an obligation that the entity has little or
no discretion to avoid? Does separating the instrument provide useful
information? The separation of hybrid instruments into equity and liability components provides relevant information to users and accurately represents the underlying characteristics of the instrument when applied appropriately. |
| 6. |
Paragraph 44 would require an issuer to classify an instrument based
on its substance. To do so, an issuer must consider factors that are
stated in the contract and other factors that are not stated terms of
the instrument. That proposed requirement is important under the
ownership-settlement approach, which is described in Appendix A.
However, the Board is unaware of any unstated factors that could affect
an instrument’s classification or measurement under the basic ownership
approach? Additional, do you believe that the basic ownership approach
generally results in classification that is consistent with the economic
substance of the instrument? We agree that the economic substance of the instrument should govern its classification. |
| 7. |
Under what circumstances, if any, would the linkage principle in
paragraph 41 not result in classification that reflects the economics of
the transaction? No comment. |
| 8. |
Under current accounting, many derivatives are measured at fair value
with changes in value reported in net outcome. The basic ownership
approach would increase the population of instruments subject to those
requirements. Do you agree with that result? If not, why should the
change in value of certain derivatives be excluded from current-period
income? No. We do not support the exclusion of derivatives as equity instruments as suggested under the basic ownership approach. If the underlying characteristics of an instrument give rise to equity exposure consistent with an ownership interest, it should be classified as such. Furthermore, we believe that the usefulness of information to users about performance would be enhanced if underlying operating performance were dealt with separately from changes in the fair value of financing and funding instruments. We would hope that this concept is addressed in the performance reporting project. |
| 9. |
Statement of financial position. Basic ownership instruments with
redemption requirements would be reported separately from perpetual
basic ownership instruments. The purpose of the separate display is to
provide users with information about the liquidity requirements of the
reporting entity. Are additional separate display requirements necessary
for the liability section of the statement of financial position in
order to provide more information about an entity’s potential cash
requirements? For example, should liabilities requirements to be settled
with equity instruments be reported separately from those required to be
settled with cash? While liquidity information is useful to users of financial statements, this information can be provided by way of note disclosures and separate classification on the balance sheet is not, in our view, warranted. |
| 10. |
Income Statement. The Board has not reached tentative conclusions
about how to display the effects on net income that are related to the
change in the instrument’s fair value. Should the amount be
disaggregated and separately displayed? If so, the Board would be
interested in suggestions about how to disaggregate and display the
amount. For example, some constituents have suggested that interest
expense should be displayed separately from the unrealized gains and
losses. We believe that this should not be addressed as part of this debt/equity project. |
| 11. |
The Board has not discussed the implications of the basic ownership
approach for the EPS calculation in detail; however, it acknowledges
that the approach will have a significant effect on the computation. How
should equity instruments with redemption requirements be treated for
EPS purposes? What EPS implications related to this approach, if any,
should the Board be aware of or consider? As an important measure of financial performance the EPS calculation should be consistent with the classification of the instrument. |
| 1. |
Do you believe the ownership-settlement approach would represent an
improvement in financial reporting? Do you prefer this approach over the
basic ownership approach? If so, explain why you believe the benefits of
the approach justify its complexity? We believe that compared with the other proposed alternative approaches the ownership-settlement approach, although extending the current requirements and practice, would better reflect the economic substance of the instruments. |
| 2. |
Are there ways to simplify the approach? Please explain. We believe that a modification to the substance principle provides an available option to simplify the approach. A principle consistent with that in SFAS 150 “Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity”, paragraph 8, could be applied to the substance over form criterion. This enables non-substantive or minimal features within instruments to be disregarded in applying the classification requirements. Applying this principle could significantly reduce the level of detail and complexity required when classifying and measuring hybrid instruments. |
| 3. |
Paragraph A40 describes how the substance principle would be applied
to indirect ownership instruments. Similar to the basic ownership
approach, an issuer must consider factors that are sated in the contract
and other factors that are not stated in the terms of the instrument. Is
this principle sufficiently clear to be operational? We support a substance principle. Guidance is welcome in relation to the application of the principle. |
| 4. |
Statement of financial position. Equity instruments with redemption
requirements would be reported separately from perpetual equity
instruments. The purpose of the separate display is to provide users
with information about the liquidity requirements of the reporting
entity. What additional, separate display requirements, if any, are
necessary for the liability section of the statement of financial
position in order to provide more information about an equity’s
potential cash requirements? For example, should liabilities required to
be settled with equity instruments be reported separately from those
required to be settled with cash? We do not consider that the form of settlement should require disclosure as a separate line item on the balance sheet. Liquidity information can be provided through note disclosure. |
| 5. |
Are the proposed requirements for separation and measurement of
separated instruments operational? Does the separation result in
decision-useful information? Yes. The separation of hybrid instruments provides useful information to users and better reflects economic reality. |
| 6. |
The Board has not discussed the implications of the
ownership-settlement approach fro the EPS calculation in detail. How
should equity instruments with redemption requirements be treated for
EPS purposes? What EPS implications related to this approach, if any,
should the Board be aware of or consider? As an important measure of financial performance the EPS calculation should be consistent with the classification of the instrument. |
| 7. |
Are the requirements described in paragraphs A35-A38 operational? Do
they provide meaningful results for users of financial statements? We do not have any significant issues with the proposed accounting for settlement, conversion, expiration or modification. |
| 1. |
Do you believe that the REO approach would represent an improvement
in financial reporting? What would be the conceptual basis for
distinguishing between assets, liabilities, and equity? Would the costs
incurred to implement this approach exceed the benefits? Please explain. No. The complexity of this approach precludes its adoption on the grounds that the costs of applying are not likely to be justified by the perceived benefits. |
| 2. |
Do the separation and measurement requirements provide meaningful
results for the users of financial statements? No Comment. |
| 3. |
The Board has not discussed the implications of the REO approach
for the EPS calculation in detail; however, it acknowledges that the
approach will have a significant effect on the calculation. How should
equity instruments with redemption requirements be treated for EPS
purposes? What EPS implications related to this approach, if any, should
the Board be aware of or consider? |
| 1. |
Some other approaches the Board has considered but rejected are
described in Appendix E. Is there a variation of any of the approaches
described in this Preliminary Views or an alternative approach that the
Board should consider? How would the approach classify and measure
instruments? Why would the variation or alternative approach be superior
to any of the approaches the Board has already developed? We do not consider the current IFRS standards and guidance concerning financial instruments with equity classification to be in need of repair. Furthermore we consider that the costs resulting from end-user confusion and implementing entity re-application to outweigh the benefits that any of the suggested alternatives would bring. |
| B1. |
Are the three approaches expressed in the FASB Preliminary Views
document a suitable starting point for a project to improve and simplify
IAS 32? If not, why? While the three approaches are useful for discussion purposes, of the approaches described, the G100 supports the ownership settlement approach. (a) Do you believe that the three approaches would be feasible to implement? If not, what aspects do you believe could be difficult to apply, and why? No. The G100 considers that the basic ownership approach, while
superficially attractive, fails to identify all instruments where the
holder is exposed to the residual risks and rewards of the entity. |
| B2. |
Is the scope of the project as set out in paragraph 15 of the FASB
Preliminary Views document appropriate? If not, why? What other scope
would you recommend and why? As indicated above, the G100 believes that the project should be deferred pending the outcome of the Conceptual Framework project. |
| B3. |
Are the principles behind the basic ownership instrument
inappropriate to any types of entities or in any jurisdictions? If so,
to which types of entities or in which jurisdictions are they
inappropriate, and why? Instruments that are puttable at a formula value in certain investment trusts in Australia would not meet the definition of equity under the basic ownership approach on the basis that the formula does not approximate fair value. We consider that although the formula value would not approximate fair value, all members share equally in the residual interests and therefore an equity classification should be appropriate. |
| B4. |
Are the other principles set out in FASB Preliminary Views document
inappropriate to any types of entities or in any jurisdictions? (Those
principles include separation, linkage and substance). If so, to which
types of entities or in which jurisdictions are they inappropriate and
why? In relation to the substance principle, it is important that
any guidance prepared adequately addresses circumstances whereby local
law, an entity’s governing charter or regulation restrict redemption of
instruments, as this may affect classification. |
| B5. |
Please provide comments on any other matters raised by the discussion
paper. No comment. |
Yours sincerely
Tony Reeves
National President
Copyright © 1998-2008 Group of 100 Inc. ABN 398 391 246
Email the Group of 100 with
questions or comments.