The UK government recently published a policy paper, aimed at holding directors at large companies accountable and maximise transparency to ensure the prevention of fraud, or any other financial crime .
We welcome the recommendation to include an annual resilience statement setting out how directors are assessing the company’s prospects and addressing challenges to its business model over the short, medium and long term. As a niche technology risk consultancy, we see embedding resilience in services and products is increasingly a key focus for our clients. The loss of consumer trust that follows service outages can have a material impact on the long-term viability of an organisation. Any additional focus on this, as part of a broader approach to enhancing transparency and trust in audit and corporate governance, can only be seen as a positive change.”
What are the key points from the audit and corporate governance policy paper?
Public interest is at the heart of reforms
The Public Interest Entities (PIEs) are governed by the account legislation and are focused on audit, corporate reporting and governance. PIEs relates to a range of different businesses, including insurance firms, professional services firms , banks and publicly listed companies. The government wants to reform measures to make them more effective and to create a much more robust regulation, so companies have clearer guidance when carrying out audits. The new reforms will have an impact on the way organisations manage their finances and accounts.
Large companies must have strong internal controls. As a result of poor risk management from many large firms, the Financial Reporting Council (FRC) Review outlined recommendations to strengthen the established internal controls framework. Multiple options have now been identified to increase the effectiveness of internal controls, one of which would require a directors’ statement, which would cover all aspects of the company’s risk management procedures and internal control. All of the new reforms will be in relation to capital maintenance and dividends.
When it comes to new corporate reporting, greater transparency on payment policies and practices are needed. The Brydon Review has recommended that for companies to remain competitive and relevant over the long term, reporting needs to showcase more evidence of a director’s plans for the company. Two new reporting requirements have been proposed, which includes an Audit and Assurance Policy and a Resilience Statement. Overall, as a result of the uncertainty in recent times, there’s now an increased appetite for businesses to be more transparent about their finances, operational risks and plans.
Strengthening the power of reporting
The government has set proposals to strengthen the regulator’s corporate reporting review that reflect the recommendations outlined by the Brydon Review. Some of the key measures being taken into consideration include the power for companies to direct changes to company accounts, as well as the power to publish CRR correspondence. The government intends to give more power back to the ARGA, and that there’s a more rigorous and consistent approach to discussing documentation and reporting.
The role of a CFO , and many other company directors, is to oversee the business’ accounts. They have complete control, and regulators don’t have the authority to intervene if a director breaches any procedures related to the accounts. Therefore, the government aims to give the regulator the power to make directors of publicly listed companies accountable. This would be a major change for regulators, enabling them more authority over their relationships with company leadership. The new regime will allow regulators to take enforcement against directors for any breaches of duties relating to corporate governance.
The government proposes to introduce a new corporate auditioning profession, as well as new principles, duties and obligations for directors and auditors. It’s been accepted by the Brydon Review that the auditing process needs to be improved and with more focus on aspects beyond financial statements’ compliance, to help the audit practices become more transparent and secure. The Brydon review has ambitions to make the audit process more informative and useful. This may include the introduction of a professional body for corporate auditors, which would help create more structure and an established framework for auditing.
In response to the Bryon Review, the government is set to give more requirements to the audit committee’s role with the aim of safeguarding shareholders and other account holders in a business. There’s also set to be new measures that will bring in a greater dialogue between a company and its shareholders, which in turn, can improve the quality of audits in this changing financial landscape . The audit committee protects the interests of the company’s shareholders. It acts as a professional liaison that can help tackle a range of issues.
Changes to the audit market
As a result of the CMA Market Study, the government intends plans to increase competition, choice and resilience of the audit market in the UK. The reforms will include a range of measures, such as greater regulatory powers and duties, an operational separation between audit and non-audit arms of different firms, as well as renewed statutory powers for the regulator. The objective of the plan is to give the regulator new powers as the audit market evolves over time and to ensure greater enforcement and security.
Moving forward, there will be much closer monitoring of audit quality, with regular inspections and reviews at least once every three years. This gives regulators the chance to act more effectively when quality issues are identified. In response to recommendations made by the FRC review, the government also plans to offer regulators new powers that will enable them to check auditor’s papers, giving the regulator greater freedom in how it chooses to monitor the quality of audits.
The future of the regulator
In order to strengthen the regulator, the ARGA will replace the financial reporting council, aiming to promote and protect the interests of investors, wider public interest and corporate reporting. The future of the regulator will revolve around having established roles and powers to exercise judgement on business audits. The regulator will also be funded through a statutory levy and the ARGA will be established as a company limited by guarantee. The government believes that ARGA should have broad objectives to remain relevant and flexible as the ARGA carries out its policy-making functions. Overall, there’s a range of proposed objections for the regulator, including quality objective and competition objective.
The role of the regulator
There’s a range of additional changes to the regulator’s role. For example, there are proposals for the regulator to have a more proactive role, which includes assessing any serious issues related to a company’s auditing process. The new responsibilities are all about preventing issues from happening, such as problems with corporate reporting or any concerns relating to the Public Interest Entity’s audit. The role of the regulator is set to change with the new measures being introduced. All of these new measures will help the ARGA achieve the aim of becoming an independent regulator.
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We recently co-hosted a virtual roundtable on Operational Resilience, in partnership with DCR Partners. The session was attended by business leaders from various industries, and we were able to benefit from a diverse range of perspectives and experiences, both within and outside of financial services.The aim was to discuss approaches organisations are taking to become operationally resilient, sharing lessons learned and how obstacles have been overcome. We have summarised this conversation in an easy to read whitepaper, covering the following:What does Operational Resilience mean to your organisation? Defining important business servicesControlling the scope of business servicesImpact tolerances Download the whitepaper Should you have any questions or wish to discuss further, please feel free to reach out to me.
2020 has been an unexpected year across the world, and it has been crucial to monitor and deal with all the effects of the Covid pandemic in business and in our personal lives. Amidst this crisis we have also had the uncertainty surrounding Brexit looming over us, which has left many businesses trying to deal with the immediate challenges to society and the economy at large. The effects of both have been felt, and we can see this within the jobs market. As experts within specialist markets we have been privy to fluctuations within specific industries. Below are some of our observations across the market.Custom and duties tax specialists We have seen an increase in activity and growth across custom and duties tax specialists for large import/export FTSE businesses. Particularly businesses are looking for candidates on an interim basis to make sure effective processes and controls are implemented. This is an evolving space and once we have further clarity we expect demand to increase. In the last 6 months, we’ve seen an increase in recruitment activity from businesses in industries such as food manufacturing and FMCG that have had an increased demand for their products on the back of lockdown. In addition to this, businesses that do a significant amount of importing and exporting see customs and duty as a key area of focus with Brexit looming, and we have advised and recruited for several clients who have required specialist knowledge. This is a niche skill set that can be provided at premium rates by consultancy firms, but there is a recent trend to bring this expertise in house. The cost of doing this would be in the region of £40-50k for a perm hire and c£250 per day for a temp hire - watch this space if you're a candidate within this market. Audit and riskAudit and risk have also experienced an increase in resource on both the temporary and permanent markets. As organisations seek to learn effectiveness lessons from the crisis they require resource to conduct and undertake Covid specific reviews. In addition, the offering of flexible working arrangements also provides a great opportunity to test network capabilities as well as controls across user access, disaster recovery, business continuity, as well as high level IT controls testing to ensure remote working does not compromise the risk appetite of the business. Start ups Over the past 6-12 months we have also undertaken a number of start up engagements, helping businesses recruit permanent heads of department to develop strategy internally. This is a trend we expect to continue as businesses look to cut spend on consultancy fees and take ownership of these disciplines, ensuring a consistent level of quality and cost efficiency. To view more of our live roles, visit our job search page.
Employees in the United Kingdom can be categorised as full-time, part-time, casual, freelance and contract workers, with the self-employed bracket now making up 15% of the entire working population. The number of self-employed workers jumped from 3.3 million in 2001 to 4.8 million in 2017, with a corresponding fall in the unemployment rate showing the overall boost in jobs growth from the rise in self-employment. However, the attractive market for freelancers and contractors has been hit with some uncertainty in recent times, thanks largely to the 2018 Autumn Budget’s announcement of IR35 tax reforms. Here’s what the new IR35 rules could mean for you and your business: What is IR35? IR35 is a piece of legislation originally introduced to the UK in 1999. Its purpose is to differentiate between those workers who operate as genuine contractors and those who work as ‘disguised’ employees to avoid paying tax. It came about to challenge contractors who were taking advantage of the tax efficiencies of working through a limited company, with the aim of defending both the Exchequer from lost taxes and protecting workers’ rights from unscrupulous employees. However, the IR35 has proven to be ambiguous for many, with some contractors taking advantage of loopholes and a lack of clarity. Hence, the new IR35 rules aim to tighten up the contractor market and ensure tax avoidance loopholes are closed. How does IR35 work? There are three principles that can help to determine employment status and whether a contractor falls inside or outside IR35: Control (the degree of control the client has over the work a contractor does and how and when they do it) Substitution (whether the worker needs to do the work themselves or if they could send a substitute in their place) Mutuality of obligation (whether the employer is obliged to offer work and the contractor is obliged to accept it). Additionally, the contract type, provision of equipment and whether a worker is “part and parcel” of a business can all help to determine whether someone falls inside or outside IR35. The change in IR35 rules shifts the responsibility to determine tax status away from the contractor and onto the business that takes them on. Until now, contractors have been able to self-determine their status, however as of April 2020, when the new rules come into effect for the private sector, companies will risk being fined if they don’t make the correct assessment. How will IR35 impact contract workers? It’s anticipated that many contract workers who have been enjoying the tax benefits of working outside IR35 will fall under the legislation when employers are tasked with determining their status. This will see more contractors having tax and National Insurance contributions deducted from their pay. However, if you operate as a legitimate small business and are determined to work outside of IR35, you will not be affected by the rule changes. How will IR35 impact employers? The major change for businesses is that they will now be responsible for determining the IR35 status of any contractor working for the company. The new rules will only apply to medium and large sized businesses, so contractors who work for small businesses can continue to set their own IR35 statuses. Those businesses that the IR35 rule changes do apply to will face paying back taxes and fines should they be found to be noncompliant. What should I do to prepare for IR35? Contractors may wish to speak to an accountant or personal finance expert to determine whether IR35 will impact them and if a move to permanent work may prove to be more beneficial after the rules come into effect. For many, contracting will remain appealing regardless of increased tax responsibilities, however it’s important to factor in any change in income that IR35 may bring about. Businesses are being warned not to make blanket assessments that cover all their contractors, as this can leave workers without a fair assessment and risk them paying unnecessary taxes without equivalent employment rights. Instead, businesses should consider IR35 status on a case-by-case basis or they may risk losing out on top talent. The HMRC has released a consultation document for businesses to prepare for the IR35 changes, recommending identifying and reviewing current contract workforce status and putting processes in place for taking on new workers. At Marks Sattin, we pride ourselves on keeping abreast of all industry legislation, updates and changes that affect our candidates and clients. Speak with us about how we can help you. References: https://www.bbc.co.uk/news/business-44887623 https://www.ons.gov.uk/employmentandlabourmarket/peopleinwork/employmentandemployeetypes/articles/trendsinselfemploymentintheuk/2018-02-07 https://www.contractorcalculator.co.uk/what_is_ir35.aspx https://www.axa.co.uk/business-insurance/business-guardian-angel/how-ir35-changes-will-affect-freelancers-and-self-employed-contractors/ https://www.telegraph.co.uk/business/ir35-rules/new-contractor-tax/ https://www.telegraph.co.uk/business/ir35-rules/how-will-new-rules-impact-business/ HMRC consultation document