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2 The mission of the Southern African Institute for Business Accountants (SAIBA) is to serve the public interest, strengthen the accountancy profession in Southern Africa and contribute to the development of a strong regional economy by establishing and promoting adherence to high-quality professional standards, furthering co-operation on such standards and speaking out on public interest issues where the profession s expertise is most relevant. Copyright and Disclaimer This document has been developed by SAIBA in order to assist persons entitled to perform independent review engagements in terms of Section 30 of the Companies Act The purpose of the document is to provide an overview of ISRE 2400 and emphasise the importance of quality control within review engagements. The document should be considered in its entirety; however it is not intended to be a substitute for reading and understanding the relevant standards and statutes. SAIBA accepts no responsibility for any loss or damage, in whatever form, to any party, as a result of any person acting or omitting to act or refraining from acting upon material in this document. Copyright October 2011 by SAIBA. All rights reserved. Permission is granted to make copies of this work provided that such copies are for use in academic classrooms or for personal use and are not sold or disseminated and provided that each copy bears the following credit line: Copyright October 2011 by SAIBA. All rights reserved. Used with permission of SAIBA. Otherwise, written permission from SAIBA is required to reproduce, store or transmit, or to make other similar uses of, this manual, except as permitted by law. Contact SAIBA Telephone: Fax: renier@saiba.org.za 2

3 Contents Executive summary... 4 General layout of the document... 6 Section 1 Introduction to review engagements... 7 Background to review engagements... 7 Alternative assurance in the European Union (EU)... 8 Alternative assurance in the United States Comparison between audit, review, related services and accounting officer engagements Conclusion Section 2 - Statutory requirements Background to and history of the Companies Act Principles of the Companies Act 71 of Differential governance: balancing compliance and enterprise development Differential assurance and related services engagements Specific sections of the Companies Act relevant to independent reviews Types of companies subject to a mandatory independent review Qualification of independent reviewer Manner, form and procedure for a mandatory independent review Duties of an independent reviewer who performs a mandatory independent review Accreditation Relevant sections of the Companies Act, Section 3 - Overview of ISRE Principles of a review engagement Overview of an engagement to review historical financial information Firm-level quality control Engagement-level quality control Acceptance and continuance of client relationships and review engagements A framework for performing review engagements Written representation Subsequent Events Conclusion Practitioner s Report Ethical requirements, professional scepticism and professional judgment Communication with management and those charged with governance Documentation Section 4 - Glossary of Terms Appendix 60 3

4 Executive summary The new South African Companies Act, 2008, which became effective on 1 May 2011, regulates companies on a differential basis. Larger companies, when measured by size, ownership structure and nature of activities, are subject to more stringent regulatory requirements than smaller companies. They are subject to mandatory annual audits, enhanced disclosure in financial statements, the appointment of company secretaries, auditor rotation, enhanced auditor independence, appointment of mandatory social and ethics committees, legal backing for the International Financial Reporting Standards (IFRS), plus a host of other specifications. Requirements for medium-sized companies include mandatory independent reviews, enhanced independent reviewer independence and legal backing for the International Financial Reporting Standards for Small and Medium Entities (IFRS for SME). Smaller companies are exempt from independent reviews but not the audit. They are required to prepare financial statements that are fairly presented. All companies are subject to the same basic governance requirements. For example, they all have to keep accurate and complete accounting records in a manner that will ensure compliance with the Act, they have an obligation to protect their accounting records from falsification, and are required to prepare financial statements. It is an offence to prepare financial statements that are misleading or incomplete or not fairly presented. Any person who is party to the falsification of accounting records or of the presentation of misleading or incomplete financial statements, is guilty of an offence. If this misconduct is material the offence becomes a criminal offence. An independent review is a limited assurance report that is a mandatory requirement for non-ownermanaged companies of a certain size. The size of a company refers to the public interest score attained by that particular company. This score is calculated by allocating one point to each of the following: average number of employees, number of shareholders, each million Rand of turnover, and each million Rand of debt. According to the Companies Regulations, 2011 an independent review is classified as a review engagement in terms of the International Standard on Review Engagements, ISRE It is important that all stakeholders have a common understanding of international developments pertaining to non-audit assurance and related services engagements. This will assist in ensuring that the most appropriate reporting model is adopted for South Africa. The aim of this document is to provide practitioners with an understanding of the framework for alternative assurance engagements as set out in the new Companies Act, It provides a 4

5 background to the development of review engagements internationally, and an overview of the new Companies Act, 2008, with specific reference to sections affecting independent review engagements. An introduction to the review standard is also presented. The current standard, the International Standard on Review Engagement 2400 (ISRE 2400), has been the focus of revision by the International Auditing and Assurance Standards Board (IAASB). The purpose of the revision was not to establish a new approach for review engagements, but to clarify uncertainties related to the implementation of the standard. This document provides a brief analysis of the proposed ISRE 2400 (Revised). The IAASB published the ISRE 2400 (Revised) in January 2011, for comment until 20 May Before being issued in its final form the proposed ISRE 2400 may be modified, depending on comments received, The Companies Act, 2008 increases the accountability and potential liability of practitioners. It is therefore important that practitioners become familiar with the latest developments in assurance engagements and with how these developments should be integrated with the Act. It is, furthermore, a requirement of SAIBA that only those of its members who have been issued with a Practising Certificate may perform review engagements. 5

6 General layout of the document Section 1 provides an introduction to review engagements. A background to differential reporting and how it affects audit, review, compilation and accounting officer engagements is also included. Section 2 briefly discusses the proposed statutory requirements related to an independent review. A short introduction to the new Companies Act, 2008 and to related changes to the Close Corporations Act, 1984, is provided. It explains the progressive character of the new Companies Act, 2008, and includes relevant extracts from this Act. Section 3 presents an overview of the proposed review standard as issued by the IAASB, with specific attention to the role of the International Federation of Accountants (IFAC) in setting ethics and quality control standards for assurance and other engagements. Section 4 provides a glossary of terms. An understanding of these terms is necessary to correctly interpret and apply the requirements of the standard. Most of these terms have been defined in the IFAC Handbook of International Quality Control, Auditing, Review, Other Assurance, and Related Services Pronouncements, 2010 Edition. 6

7 Section 1 Introduction to review engagements Background In recent years governments around the world, and notably in Europe, have repeatedly raised the audit exemption thresholds below which companies are exempt from statutory audit. The European Union introduced audit exemption in 1989, the United Kingdom in 1994; company law in the United States of America does not mandate audit for private companies. The threshold for audit exemption in the United Kingdom is set at a level that exempts 80% of all companies from the audit requirement. Audit exemption is therefore an accepted international practice. The introduction of audit exemption led to a demand for alternative assurance engagements amongst small and medium-sized enterprises and small and medium-sized practitioners 1. In response to growing demand the IAASB engaged in a programme to develop and amend standards to address this need. The IAASB Strategy and Work Program includes a revision of Engagements to Review Financial Statements (ISRE 2400) and Engagements to Compile Financial Statements (ISRS 4410). The IAASB believes 2 that a revision of ISRE 2400 is necessary to ensure that the standard reflects a globally accepted benchmark for undertaking such limited assurance engagements, and promote better clarity for users about the nature of a review. Further, the ISRE may fill an emerging need for this type of service in jurisdictions that currently do not have national standards addressing reviews of financial statements. A review of the standard was also necessitated by the disparity in the level of assurance that practitioners believe they issue when performing a review engagement. According to a study 3 1 IAASB, 2011, Exposure Draft ISRE 2400 (Revised), Engagements to Review Historical Financial Statements. 2 IAASB, 2011, Exposure Draft ISRE 2400 (Revised), Engagements to Review Historical Financial Statements, p4. 3 IAASB, The Determination and Communication of Levels of Assurance Other than High. Available at: 7

8 performed in 2002, the level of assurance in the case of an audit was found to be between 55% and 98%, while in the case of a review it was between 10% and 88%. Alternative assurance in the European Union (EU) 4 In 2009 the European Federation of Accountants (FEE) conducted a survey of 27 EU states, Norway and Switzerland. The purpose of the survey was to establish an inventory of alternative assurance or related services available for smaller entities in Europe, and to understand the similarities and differences of the underlying standards. The survey defined alternative assurance and related services as consisting of non-audit services. Non-audit services include review, agreed-upon procedures and compilation engagements. The survey found that non-audit services were being developed as a result of the introduction of audit exemption in the European Union since the early 1990s, which created an opportunity for alternative reports on financial statements. IFAC expressed support for a single set of auditing standards for all types of companies irrespective of size. This prohibits the development of audi-lite practices for smaller companies and hence contributes to the demand for alternative reporting services. The EU Fourth Directive exempts smaller companies from mandatory audit requirements if their balance sheet totals, net turnover and average numbers of employees do not exceed certain thresholds for two consecutive years. These thresholds are: Balance sheet total: Net turnover: Average number of employees during the financial year: 50. However, mandatory audit still applies in respect of financial institutions, insurance companies, and certain public interest entities. In summary, the FEE survey found that: European Union states adopt different approaches when developing non-audit reporting services. These include adopting IFAC standards, developing national standards aligned to IFAC standards and developing their own national standards. Alternative assurance and related service standards are developed for audit-exempt entities. The international review standard as issued by IFAC viz. ISRE 2400 is not the only alternative to small company audits. Other examples include France s presentation engagement on 4 Survey available at 8

9 consistency and plausibility of financial statements and Germany s assurance on supporting documentation as opposed to financial statements. Italy adopted an assurance on internal control and directors decisions. Each jurisdiction may decide to adopt the IFAC ISRE 2400 or to develop its own national standard. Non-audit assurance and related services are not limited to auditors. Professional accountants, lawyers and tax practitioners are allowed to issue such reports. All standards have similar underlying requirements such as an awareness of the environment and operations of the client, and of keeping appropriate documentation. Certain countries do not regulate alternative assurance or related services. In the majority of countries assurance and related services may only be provided by statutory auditors. However, in five countries there were no restrictions on who may perform such services. In three countries local jurisdiction provided for two types of providers, namely auditors and accountants in practice. In other countries only designated persons may perform such services, for example lawyers, tax practitioners, accountants and auditors. In most countries the alternative assurance service is a voluntary engagement. However, in some jurisdictions the engagement is mandatory for certain types of entities and in others it may become mandatory if the entity is not subject to a review of internal controls. In Switzerland, Estonia, Denmark and Malta the review engagement is mandated for SMEs. In most of the countries practitioners are required to adhere to either the IFAC or national standards related to ethics and quality control. The majority of countries require that practitioners be subject to internal and external quality assurance. In a significant number of countries the standards required are the same as those required of auditors. The International Standard on Quality Control (ISQC1) is used as a base in 50% of countries. Two distinct approaches are adopted to regulate providers of non-audit assurance and related services. Only 50% of countries require oversight of these providers. This may be in the form of public oversight or professional body oversight. By contrast, 50% of the countries require no oversight function at all. 9

10 Alternative assurance in the United States The American Institute of Certified Public Accountants (AICPA) created the Accounting and Review Services Committee (ARSC) in the 1970s to develop standards and guidance for Certified Public Accountants (CPAs) who perform non-audit engagements for non-public clients. This was in response to a court judgment 5 that highlighted the fact that CPAs can be held liable for non-audit engagements. Since 1978 the ARSC has issued 16 Statements on Standards for Accounting and Review Services (SSARS), as well as numerous SSARS interpretations 6. Comparison between audit, review, related services and accounting officer engagements Assurance engagements require that an auditor or review practitioner issue an independent written report that provides assurance in the form of an opinion. Users may rely on this opinion. In a non-assurance engagement a practitioner issues a statement containing information that will assist users in forming their own opinion about the financial statements. In other words users of reports issued as part of non-assurance engagements are required to form their own opinion of whether the financial statements are fairly presented. Accounting officer engagements may be classified as non-assurance engagements. An accounting officer report is issued to the close corporation, whereas audit and review reports are issued to shareholders. An accounting officer is required to consider factual findings and whether accounting policies adopted by the entity are appropriate for that entity. The accounting officer report does not include an evaluation of financial statements against an appropriate accounting framework to assess and conclude on fair presentation. By way of contrast an auditor expresses a positive opinion and a review practitioner a negative opinion on whether financial statements have been prepared in accordance with an appropriate accounting framework. The IAASB issues the International Auditing Standards (IAS) and a number of other engagement standards. These include the: Tenant s Corporation vs. Max Rothenberg and Company [30 N.Y. 2d 585, 330 N.Y.S. 2d 800(1972)] 6 Madray, JR, Compilations and Reviews. CCH Wolters Kluwer. 10

11 International Standards on Review Engagements (ISREs) as applicable to the review of historical financial information International Standards on Assurance Engagements (ISAEs) as applicable to assurance engagements other than audits or reviews of historical financial information International Standards on Related Services (ISRSs) as applicable to compilation engagements and engagements to apply agreed-upon procedures to information. All the above standards i.e. IAS, ISRE, ISRS are to be applied in the context of a code of ethics and a system of quality control. The following diagram illustrates the framework within which assurance and related services should be performed. It also clearly distinguishes between assurance and non-assurance services or related services. The framework is issued by the International Federation of Accountants (IFAC): Code of Ethics Code of Ethics ISQC1 ASSURANCE International framework for assurance engagements International Standards on Auditing (ISA) International Standards on Review Engagement (ISRE) International Standards on Assurance Engagement (ISAE) RELATED SERVICES Non-assurance services International Standards on Related Services: Agreed-Upon Procedures (ISRS) International Standards on Related Services: Compilations (ISRS) Code of Ethics Practice Statements Code of Ethics Practice Statements The framework differentiates between assurance and non-assurance standards. IAS and ISRE standards are classified as assurance standards, whereas ISRS standards are classified as nonassurance standards. The International Framework for Assurance Engagements defines an assurance engagement, which includes an audit and a review, as an engagement in which a practitioner expresses a conclusion 11

12 designed to enhance the degree of confidence of the intended users other than the responsible party, about the outcome of the evaluation or measurement of a subject matter against criteria 7. The review engagement is a distinct assurance engagement that is clearly different from an audit in key respects, including performance and reporting. In a review engagement the nature, extent and type of procedures performed are less than in an audit. This means that the assurance obtained will be limited. The report on the financial statements will therefore be different from an audit report. An audit provides reasonable assurance whereas a review provides limited assurance 8. On aggregate the relationship between evidence accumulation and assurance attained may be depicted as follows: Level of assurance attained Reasonable (Audit) Limited (Review) Minimal (Accounting Officer) None (Agreed upon Procedures and Compilations) Minimal Limited to Significant Extensive (Compilation) Significant (Review) (Audit) (Accounting Officer) Amount of evidence accumulated An auditor issues a positive opinion: In my opinion, the nancial statements present fairly, in all material respects, the nancial position of [...] at [...] and the results of its operations and its cash ows for the year then ended, in accordance with the [applicable financial reporting framework]. A practitioner who performs a review engagement issues a negative opinion: 7 IAASB, Handbook of International Quality Control, Auditing, Review, Other Assurance, and Related Services Pronouncements, Part 2. 8 IAASB, 2011, Exposure Draft ISRE 2400 (Revised), Engagements to Review Historical Financial Statements. 12

13 Based on our review, nothing has come to our attention that causes us to believe that the accompanying financial statements are not presented fairly, in all material respects in accordance with the [applicable financial reporting framework]. A practitioner who performs a compilation engagement issues a statement in the following form: On the basis of information provided by management we have compiled, in accordance with the International Standard on Related Services applicable to compilation engagements, the balance sheet of [xxx] as of [xxx] and statements of income and cash flows for the year then ended. A practitioner who performs an agreed-upon-procedure engagement issues a statement in the following form: We obtained and checked the addition of the trial balance of accounts payable as at (xxx) prepared by [xxx], and we compared the total to the balance in the related general ledger account. We found the addition to be correct and the total amount to be in agreement. The duties of an accounting officer do not fall within the scope of the IAASB standards although the accounting officer engagement contains elements of certain IAASB standards. As a national standard has not been issued for accounting officers, they would therefore perform an accounting officer engagement within the following framework: A code of ethics as prescribed by a professional body or the IFAC Code of Ethics The quality control standard issued by the IAASB Principles contained within the IAASB engagement standards Statutory duties as prescribed by various statutes. In broad terms the statutory reporting duties of an accounting officer may be summarised as: A duty to issue an accounting officer report Other statutory duties such as reporting certain activities of an entity to a state department or agency Other duties as specified in for example a memorandum of incorporation. A practitioner who performs an accounting officer engagement issues a statement in the following form: 13

14 We have determined that the annual financial statements are in agreement with the accounting records, summarised in the manner required by section 58(2)(d) of the Act, and have done so by adopting such procedures and conducting such enquiries in relation to the accounting records as we considered necessary in the circumstances and agreed with by you. We have also reviewed the accounting policies, which have been presented to us as having been applied in the preparation of the annual financial statements, and we consider that they are appropriate to the business. We wish to draw attention to a contravention(s) of the Close Corporations Act, which came to our knowledge during the performance of our duties as accounting officer. We are not required to perform specific procedures to identify contraventions of the Act. [Refer to the relevant section(s) contravened and explain the nature of the contravention]. Conclusion Independent review engagements in South Africa should be performed in terms of the review engagement standard as issued by the IAASB. Review engagements have a rich history both in Europe and the United States and are now available for South African companies. The workload required for the performance of a review engagement is larger than that required for an accounting officer engagement, but smaller than is required for an audit engagement. Review and audit engagements are classified as assurance engagements, whereas accounting officer, compilation and agreed-upon-procedure engagements are all classified as non-assurance engagements. Review engagements are limited assurance engagements in which a practitioner performs minimum procedures to gather evidence that will enable a limited conclusion on whether financial statements are fairly presented. 14

15 Section 2 - Statutory requirements Background to and history of the Companies Act Principles of the Companies Act 71 of 2008 At this point it might be helpful to be reminded of the initial intention of company law reform that led to the drafting of the new Companies Act 71 of In 2004 the Department of Trade and Industry (DTI) published a policy paper entitled Company Law for the 21st Century that announced a review of South Africa s company statutes. The development of a clear, facilitating, predictable, and consistently enforced law was promised, that would provide a protective and fertile environment for economic activity. The policy paper proposed that company law should promote the competitiveness and development of the South African economy. These lofty ideals were to be achieved by: 1. Encouraging entrepreneurship, enterprise development and employment by simplifying the procedures for forming companies, and by reducing the costs associated with the formalities of forming a company and maintaining its existence 2. Promoting innovation and investment in South African markets and companies by providing for flexibility in the design and organisation of companies and by providing a predictable and effective regulatory environment 3. Promoting the efficiency of companies and their management 4. Encouraging transparency and high standards of corporate governance 5. Making company law compatible and harmonious with best practice jurisdictions internationally. A focus on simplification, flexibility, corporate efficiency, transparency, and predictable regulation was the order of the day. The policy paper promised an overall review of company law to develop a legal framework based on the principles reflected in the Companies Act, 1973 (Act No. 61 of 1973), the Close Corporations Act, 1984, and common law. The DTI prepared a discussion draft of a proposed new Companies Act for South Africa, which was published for public comment after receiving cabinet approval in early

16 The objective of the review was to ensure that the new statute would be appropriate to the legal, economic and social context of South Africa as a constitutional democracy and open economy. Where current law met these objectives, it would remain as part of company law 9. The fundamental principles on which the Act was drafted may be summarised as follows: 1. Alignment of company law to the South African Constitution and Bill of Rights 2. A unitary statute to govern all corporate business forms i.e. combine the Companies Act and Close Corporations Act into one new Companies Act 3. A single piece of legislation to govern both public and private companies, large and small, whether managed by shareholders or managed by professional directors 4. The simplification and reduction of the cost of forming and maintaining companies 5. Accountability to minority shareholders and company stakeholders other than shareholders 6. Emulation of international best practice. Examples of how the Act follows these principles include: Promotion of compliance with the Bill of Rights as provided for in the Constitution, in the application of company law (S7) Simplification of the registration of companies by allowing the use of the registration number as the name of the company (S11) Simplification of the management of companies by introducing audit exemption for certain types of companies, and introducing an alternative to an audit in the form of an independent review to be performed by persons other than auditors (S30) Alignment of audit exemption and independent review with similar requirements in European company law (S30 and draft regulations) (Refer appendix 1) Requirement that certain types of companies establish a Social and Ethics Committee (S72) Granting of appraisal rights to dissenting shareholders (S164) Permitting of derivative actions for shareholders and registered trade unions (S165). 9 DTI, Memorandum of the objects of the Companies Bill

17 Differential governance: balancing compliance and enterprise development The unitary approach adopted in drafting the Companies Act, 2008 makes it important to differentiate between types of companies so as not to overburden smaller ones. The main mechanism used by the Act to differentiate between types of companies is the use of alterable and unalterable provision. Thus business owners have an enabling and empowering mandate to apply the company law that best fits their particular circumstances, whilst remaining obligated to follow a basic set of governance requirements. Examples of differentiation include the following: Distinguishing between public interest and non-public interest types of companies Prescribing financial reporting standards for listed and large companies only Allowing smaller companies to prepare financial statements based on a fair presentation framework other than IFRS. Alternative frameworks include modified cash basis accounting and an entity-specific framework (for example the United Nations SMEGA Level 3 accounting framework) Granting audit exemption for companies below a certain threshold Providing alternative assurance in the form of an independent review for large non-ownermanaged private companies Excluding certain types of companies from mandatory compliance to the enhanced accountability requirements of Chapter 3 of the Act. The need to differentiate between companies was also recognised by the late Deputy Minister of Agriculture and corporate law expert, Dirk du Toit - Thus the legal system looks beyond the class interest of the business elite, doing justice to all classes, applying the moral imperative 10. To guard against abuse of these enabling provisions, the Act provides significant and enhanced enforcement powers to the new Companies Commission. These include: Prohibition of reckless trading (section 22 and draft regulation 21) Administrative penalties for not keeping and safeguarding accounting records (s 28 and r 24) Administrative penalties if financial statements are not prepared in accordance with a prescribed standard (s 29-30, r 28-29) Administrative penalties if a person is party to the preparation of misleading financial statements (s 214) 10 As reported by Henning J.J., 2006, Kentucky law journal. 17

18 Retention of the audit for public companies, state-owned companies and private companies classified as public interest. (s 30(2)(b)(i) and draft r 28-29) Additional accountability requirements for certain companies (s 34) Codifying standards of directors conduct and providing for director and prescribed officer liability (s 76 and s 77) Establishing a new Companies Commission with extensive enforcement powers. These include: receiving direct complaints (s 168) issuing a compliance notice (s 71) issuing summons (s 176) having search and seizure powers (s 177) actively monitoring compliance with the Act (s 187). In contrast to the previous Companies Act, the new one provides far-reaching mechanisms to protect shareholders. These include: Fundamental transactions and takeover regulations applicable to private companies (s 112 and s 118) Remedies and enforcement mechanisms to protect shareholders, minority shareholders, and trade unions (chapter 7) Enhanced accountability and transparency requirements applicable to public, state-owned and private companies classified as public interest. Such companies are obligated to: o appoint a company secretary, audit committee, auditor and practise audit firm rotation (chapter 3) o identify offences related to false statements, reckless conduct and non-compliance (s 214) o institute civil action i.e. "any person is liable to any other person for contravention of the act" (removes causal relationship) (s 218). As a last point it should be noted that the Act adopts an enlightened shareholder value approach with regard to the governance of companies. According to this approach directors should have regard, where appropriate, of the need to ensure productive relationships with a range of interested parties, often termed stakeholders, and have regard to the longer term, but with shareholders interest retaining primacy. In other words directors could prioritise stakeholders but only if it promotes the success of the company for the benefit of members as a whole Davis, D et al Companies and other Business Structures in South Africa. Oxford South Africa. 18

19 Differential assurance and related services engagements The Companies Act, 2008 adopts a differential approach in determining the: Level of the financial reporting standard that should be followed when preparing financial statements Nature and scope of the report that should be issued on financial statements Type of company that should be exempted from the audit and independent review. According to the DTI, The clear implication of section 30 (2)(b), read with section 30(7)(b), is that an independent review is not just another name for an audit, but is in fact something less - less rigorous, less burdensome, less onerous, and less costly to the company. It is contemplated to be performed by persons other than auditors 12. This view has been supported by a number of commentators 13. Specific sections of the Companies Act relevant to independent reviews Section 30(7), and in particular section 30(7)(b) of the Companies Act, 2008, introduce the concept of an Independent Review (IR) of financial statements as an alternative reporting service to the audit. It is specifically provided for in section 30(2) that an independent review is only available to those entities that are not regarded as public interest. Section 30(2) makes it clear that the audit is only required of public companies, state-owned companies and those deemed to fall within the category of public interest. Chapter 3 Part C of the Companies Act explicitly and extensively provides for matters related to the regulation of auditors. The Act relegates the regulation of an independent review and its performance requirements to the Companies Regulations, Department of Trade and Industry, August The Companies Act, 2008, Development of Regulations, Issues for Discussion. 13 Davis, D; Geach, W; Mongalo, T; et al Companies and other Business Structures in South Africa, p131, Oxford South Africa. 19

20 Types of companies subject to a mandatory independent review When interpreting the Companies Act, 2008 and the Companies Regulations, 2011 it should be remembered that the Act has precedence over the regulations. Any regulation should therefore be interpreted within the framework and powers granted in terms of the Act. Each heading within the regulations contain a reference to those sections of the Act that inform and enable the regulation. For example, the heading of Regulation 29 is Independent review of annual financial statements and includes the following See S 30(2) and (7). The specifications and requirements contained within Regulation 29 are therefore subject to the empowering provisions of section 30(2) and (7) of the Act. Regulation 29 therefore does not apply to all review engagements but only to independent review engagements as described in the Companies Act, Companies required to be audited Section 30(2) requires that the annual financial statements of the following companies should be audited. It applies to owner-managed and non-owner-managed companies. Public companies A profit and non-profit company, other than a public company, should be audited if it is in the public interest to do so. This decision will be influenced by considering the social and economic significance of the particular company. Regulation 28 provides the content for what is to be regarded as socially and economically significant. According to this regulation the following companies should be audited: o state-owned companies o companies that hold assets in a fiduciary capacity for persons who are not related to the company, where the aggregate value of such assets held at any time during the financial year exceeds R 5 million o any non-profit company that is incorporated by the State or that performs a statutory function o profit and non-profit companies, irrespective of ownership structure, whose combined public interest score is more than 350 points. One point is allocated to each of the following: each million Rand of turnover each million Rand of third party liabilities average number of employees number of shareholders. o profit and non-profit companies, irrespective of ownership structure, whose combined public interest score is at least 100, if its annual financial statements for that year were internally compiled. Companies whose financial statements are prepared 20

21 independently i.e. by an independent accounting professional, will therefore not be subject to an audit. A company may voluntarily opt for an audit by drafting its memorandum of incorporation in such a manner as to have its annual financial statements audited on a yearly basis. The nature and scope of an audit performed as a mandatory requirement differs widely from an audit performed as a voluntary engagement. Mandatory audit engagements should be performed within the requirements of chapter 3 of the Companies Act, 2008 and will be subject to the independence requirements of section 290 of the IFAC Code of Ethics. Companies required to be independently reviewed Section 30(2)(ii)(bb), read together with section 30(2A), mandates an independent review only for those companies that do not fall within an audit threshold and that are non-owner-managed. Section 30(2A) exempts owner-managed entities from a mandatory independent review requirement. This exemption is absolute and is not affected by an owner-managed company s public interest score. A company may voluntarily opt for an independent review by drafting its memorandum of incorporation in such a manner as to have its annual financial statements independently reviewed on a yearly basis. The nature and scope of an independent review performed as a mandatory requirement differs widely from an independent review performed as a voluntary engagement. Mandatory independent reviews performed within the requirements of Regulation 29 of the Companies Act, 2008 will be subject to the independence requirements of section 290 of the IFAC Code of Ethics, and reportable irregularities must be reported to the Companies Commission. Companies subject to mandatory independent review A non-owner-managed company of which the public interest score for the particular financial year was at least 100. This independent review may only be conducted by: a registered auditor a person who is a member of a professional body that has achieved accreditation with the IRBA for auditing purposes. A non-owner-managed company of which the public interest score for the particular financial year was less than 100. This independent review may be conducted by: a registered auditor 21

22 a person who is a member of a professional body that has achieved accreditation with the IRBA for auditing purposes a person who is qualified to be appointed as the accounting officer of a close corporation in terms of the Close Corporations Act, Appendix 1 provides a diagram that summarises the above requirements. Qualification of independent reviewer Section 30(7)(b) of the Companies Act, 2008 empowers the Minister to determine by way of regulation The manner, form and procedures for the conduct of a mandatory independent review for companies that require such review The professional qualifications needed by persons who perform mandatory independent reviews The duties of persons who perform such mandatory independent reviews The accreditation of professions whose members may perform mandatory independent reviews for companies for which an independent review is a mandatory requirement. A mandatory independent review may only be performed by an independent reviewer. An independent reviewer is a person who is 1. A registered auditor in terms of the Auditing Profession Act 2. A member of a professional body that has obtained accreditation with the IRBA for auditing purposes 3. A member of a professional body that has obtained accreditation with the Companies Commission, and is qualified to be appointed as an accounting officer of a close corporation in terms of the Close Corporations Act, All the persons listed above should perform a mandatory independent review engagement in accordance with ISRE However, only those persons listed under point 1 and 2 may perform a mandatory review for non-owner-managed companies with a public interest score of 100 to 349. Accounting officers may perform a mandatory independent review for non-owner-managed companies with a public interest score of less than 100. Sections 30(2)(ii)(bb) and (7) do not apply to owner-managed companies. A company is ownermanaged if its memorandum of incorporation indicates that all shareholders of the company are also appointed as directors of the company. The manner, form and procedure for the performance of a 22

23 voluntary review engagement, as well as the qualification and duties of a practitioner who will perform the voluntary engagement, should be established by way of agreement with the client. Manner, form and procedure for a mandatory independent review Regulation 29(3) of the Companies Regulations, 2011 requires that those persons who are appointed to perform a mandatory independent review engagement in terms of sections 30(2) and (7) should perform the review in terms of ISRE A mandatory independent review of a company s annual financial statements may not be carried out by an independent accounting professional (IAP) who was involved in the preparation of the company s annual financial statements. Duties of an independent reviewer who performs a mandatory independent review An independent reviewer is required to perform his/her duties as specified in the Companies Act, 2008, the Companies Regulations, 2011 and ISRE The duties as required by ISRE 2400 are described in Section 3 of this document. In terms of the regulations an independent reviewer has a duty to report reportable irregularities. Reportable irregularities A significant addition to the duties of an independent reviewer was recently announced with the launch of the final Companies Regulations, A practitioner who performs a mandatory review engagement in terms of the Companies Act, 2008 and Companies Regulations, 2011, is obligated to report any reportable irregularity". Regulation 29(1)(b) of the Companies Regulations, 2011 defines a "reportable irregularity" as any act or omission committed by any person responsible for the management of a company, which: Has unlawfully caused or is likely to cause material financial loss to the company or to any member, shareholder, creditor or investor of the company in respect of his/her or its dealings with that entity Is fraudulent or amounts to theft Causes or has caused the company to trade under insolvent circumstances. 23

24 The "reportable irregularities" requirement for independent reviewers differs significantly from that which is applicable to registered auditors. The IRBA document Reportable Irregularities: A Guide for Registered Auditors provides guidance for registered auditors on their responsibility to report reportable irregularities in terms of section 45 of the Auditing Profession Act, Independent reviewers will find the guide useful in determining their duties to report a reportable irregularity. The definition of reportable irregularity in terms of the Auditing Profession Act (APA) is similar to but not the same as the definition found in the Companies Regulations, Section 1 of the APA defines a reportable irregularity as any unlawful act or omission committed by any person responsible for the management of an entity, which: Has caused or is likely to cause material financial loss to the entity, or to any partner, member, shareholder, creditor or investor of the entity in respect of his/her or its dealings with that entity Is fraudulent or amounts to theft Represents a material breach of any fiduciary duty owed by such person to the entity or any partner, member, shareholder, creditor or investor of the entity under any law applying to the entity or the conduct or management thereof. An independent reviewer thus has a duty to report to the Companies Commission, as opposed to the IRBA, any action or commission by management that causes or has caused the company to trade under insolvent circumstances. The IRBA recently updated its guide for auditors regarding the combating of money laundering and the financing of terrorism. Independent reviewers should be aware of the contents of the guide as it provides a comprehensive understanding of South Africa's anti-money laundering statutes and the reportable duties of citizens, auditors and accountable institutions. The term reportable irregularity is defined in regulation 29 of the Companies Regulations, 2011 under the requirements related to an independent review of annual financial statements. Sections 30(2) and (7) of the Companies Act, 2008 empower these regulations, and mandate an independent review under certain circumstances. These sections do not address circumstances where a company voluntarily opts for an independent review; they address only circumstances where a mandatory independent review is required. It may therefore be argued that the duty to report irregularities only applies under a mandatory independent review engagement. Regulation 29(2) reinforces this position 24

25 by stating that it does not apply to a company that is exempt from a mandatory audit or an independent review. Regulation 29(6) (a) specifies the duties of an independent reviewer if he/she is satisfied or has reason to believe that a reportable irregularity has taken place or is taking place in respect of a company for which he/she is performing an independent review engagement. An independent reviewer is required to: 1. Without delay, send a written report to the Commission giving particulars of the reportable irregularity. The report must include any other information and particulars that the independent reviewer considers appropriate. 2. Within three business days of sending the report to the Commission, notify the members of the board of the company in writing of: a. the sending of the report to the Commissioner. A copy of the report to the Commission must accompany this notice. b. the provisions of this regulation. 3. Within 20 business days of reporting to the Commission discuss the report sent to the Commission with the members of the board, and afford them an opportunity to make representations in respect of the report. 4. Within 20 business days of reporting to the Commission send a second report to the Commission, which must include: a. a statement that the independent reviewer is of the opinion that: i. no reportable irregularity has taken or is taking place ii. the suspected reportable irregularity is no longer taking place and that adequate steps have been taken for the prevention or recovery of any loss as a result thereof, if applicable iii. the reportable irregularity is continuing b. detailed particulars and information supporting his/her conclusions. In issuing any of the required reports to the Commissioner an independent reviewer has the right to carry out any investigations that he/she may consider necessary (regulation 29 (10)), and must take into consideration all the information, from any source, which comes to his/her knowledge. In terms of regulation 29(3) an independent review should be performed in accordance with ISRE The nature and scope of ISRE 2400 should therefore inform the nature and scope of the duty to report a reportable irregularity as prescribed by regulation 29(6) and (8). 25

26 The duties required in terms of regulation 29(6) and (8) should be seen as an extension of the inquiry and analytical procedures prescribed by ISRE Thus the knowledge gained in the conduct of an independent review: May satisfy the reviewer that a reportable irregularity has occurred Will form the basis of the reviewer s reasonable belief that a reportable irregularity has occurred. The meaning of knowledge is defined by the Companies Act, According to this definition any report of an irregularity issued by an independent reviewer should be based on knowledge gained whilst performing the review. Agreement with the client about the terms of an independent review engagement is therefore very important. This must clearly specify the responsibility of the reviewer, the extent of the work to be performed and the responsibility of the client. According to the Act knowing, knowingly or knows, when used with regard to a person, and in relation to a particular matter, means that the person either: Had actual knowledge of that matter Was in a position in which he/she reasonably ought to have: o had actual knowledge of the matter o investigated the matter to an extent that would have provided him/her with actual knowledge o taken other measures, which, if taken, would reasonably be expected to have provided him/her with actual knowledge of the matter. ISRE 2400 is a limited assurance engagement that requires only an awareness of inherent and control risk, and the use of procedures that consist primarily of inquiry and analytical measures, to gather sufficient and appropriate evidence to support a "limited" conclusion on whether financial statements are prepared in accordance with an appropriate accounting framework. Test of controls is not required for a review engagement. However, this limited approach is tempered by the requirement that a practitioner should perform the engagement with professional scepticism. If he/she thus becomes aware that the financial statements may be materially misstated he/she should perform additional procedures that in his/her judgment will clarify the conclusion that should be reached. In determining whether a reportable irregularity exists and a report should be submitted, the following questions should be asked by a practitioner: Was the act performed by a person responsible for the management of the entity? Can the act be described as an unlawful act or omission? 26

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