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Matthew Bishop:
Hello everyone and welcome to today’s webinar on Exploring Scalability in Canada. My name is Matthew Bishop, and I am a staff at the Accounting Standards Board (AcSB). We thank you for taking the time out of your busy day to attend this webinar, and hope that it provides some clarity on the topics and questions in the AcSB’s Scalability Consultation Paper, which is currently out for comment until July 31, 2023.
Please note that this webinar qualifies towards fulfilling your CPD requirements. You must attend a full 45-minute webinar and successfully complete a post-webinar quiz. The link to the post-webinar quiz is provided in one of the slides to follow. If you successfully answer the quiz questions, a certificate of completion will be sent by email, following the completion of today’s webinar.
It is my pleasure to introduce you to today’s webinar facilitator, Armand Capisciolto.
Armand currently serves as the Interim Chair of the Accounting Standards Board. He is also BDO Canada’s National Accounting Standards Partner and leader of its accounting advisory services practice. Armand will be appointed as a permanent Chair of the Accounting Standards Board effective May 1, 2023.
On today’s agenda, we will first discuss the purpose and scope of this Consultation Paper.
We will then talk about what we mean by scalability in the context of financial reporting standards.
Next, we will discuss different scalability solutions that the Board has identified so far for its preliminary consultations and research efforts. These solutions are included as options within the Consultation Paper document.
Finally, we will discuss the different ways that you can respond to the Accounting Standard for Consultation Paper on the scalability. You may think that the only way to respond is through a written comment letter; however, we are providing a few other options for those that would like to provide feedback in different ways.
I will now pass it over to Armand, who will discuss our first agenda item, which is the purpose of this Consultation Paper.
Armand Capisciolto:
Hello.
Let’s just level-set our current financial reporting landscape that we have in Canada.
As most of you know, for more than ten years now, we’ve been operating under a multiple-framework approach, a one-size-doesn’t-fit-all approach, with four parts to our Handbook in Canada. And the focus of our Consultation Paper is for non-listed companies, being private enterprises and not-for-profit organizations. So when you look at our multi-framework approach, that means a private enterprise can apply either Part I, IFRS or Part II Accounting Standards for Private Enterprises. And a not-for-profit also has a similar choice between Part I or Part III, Accounting Standards for Not-for-Profit Organizations. That’s just to level-set everybody. So that’s something that was established ten years ago. Let’s talk a little bit on the next slide about what has happened since the establishment of the four parts of our Handbook. A number of things have happened. For those of you that live in the IFRS world or maybe dabble in the IFRS world, you know a lot has changed from an IFRS standpoint. I guess I have to say that IFRS 9, 15, 16, and 17 – those didn’t exist when we got that IFRS back in 2011. So a lot has changed, and, as a result, there have always been differences between IFRS and Part II, and now there are even more significant differences with these new standards.
When we think of entities, the other thing that has changed is their reporting needs. Users want different information now. In addition, there may be some new users that weren’t there back in 2011. We’re seeing the emergence of private equity as a big owner of private companies in Canada. So there are just different needs of stakeholders as a result of all that’s changed since we established these four parts of Handbook.
And the other thing, and probably the most important thing, when we look at private enterprises and not-for-profits in Canada, there is this broad range of entities. They vary significantly in size and complexity. And entities of different size and complexity have different needs. And as a result, as we established our strategic plan for 2022–2027, we were very focused on that: How do we establish relevant accounting standards that meet the needs of this diverse group of entities? So that can be some of the reasons of why we’re exploring this.
So what have we heard so far?
When look at issues that have come up from stakeholders, they’ve told us, “Well, for larger entities, maybe Part II and Part III don’t necessarily meet all the needs of those users.” However, at the same time, others are saying, “IFR standards are too complex and onerous for some entities to apply.” Then we have other entities at the smaller end that are actually saying, “Well, you know, forget IFRS. Part II and Part III are too complex for the needs of my entity.” And then the other thing that is really important that private entities and not-for-profits in many cases don’t even apply a financial reporting framework unless something or someone is telling them to. So whether it’s the Not-for-Profit Act in the various provinces or a lender that’s saying, “No, we want to see gap statements,” many entities don’t apply gaps. So we look at this, and it just makes us wonder, “Well, do we have to look beyond just the four parts of the Handbook? How can we have a better scaled approach to meet the needs of all of these different types of entities?”
So we’ve taken on a project. And when we look at the project–where are we in this project–well, it’s been ongoing for a while. We’ve been doing a lot of research in the background of looking at the reporting landscape in Canada, and that research really did highlight that there might be a need for scalability. But we are now at a point that research alone isn’t enough. We need to hear from our stakeholders. So we’ve issued a Consultation Paper. And we’re now asking for your feedback on scalability solutions if they’re needed, and if they are, what they may look like. Once we get the feedback from this Consultation Paper, as a Board, we’ll have to determine what our next steps are. Our next step may be a second Consultation Paper, because this is a very high-level Consultation Paper, which we’ll talk about shortly. And we may need more feedback to better develop some of the proposed solutions. And then, finally, once we get past that, the next step would be to issue an Exposure Draft with the proposed solutions – again, if any, depending on the outcomes of the various Consultation Papers. So we’re still at early stages of this project, but we are not at the start. Again, we’ve done some research, and now we’re at the point when we need to get feedback.
So, let’s move on to the next slide. And let’s talk about the really important topic before we get into the proposed solutions – what is scalability? And now what will impact you whether you’re a financial statement preparer, user, auditor, or other stakeholder?
So when we think about scalability in the context of accounting standards, what we’re referring to is the frameworks and standards that meet the financial reporting needs of stakeholders in entities of all sizes. I think it’s really important – all sizes. You’ll also hear the word scalability referred to as tiering. It’s another term that’s used. So when we talk about scaling the standards, what could that involve? Well, it could involve providing entities of certain sizes with recognition and measurement or disclosure options within the existing frameworks. It could result in new frameworks being added to the Handbook to fill a financial reporting gap that currently exists.
So, if you’re a financial statement preparer, scalability will help your financial statements be more relevant and tailored to your individual financial reporting needs. We’ve also heard that this might help facilitate financing arrangements; but we also think it will help companies make better and more informed decisions. And, lastly, scalability could also reduce the cost and effort of preparing financial statements for some entities – especially, where their current accounting framework is too complex.
If you’re a user, scalability will ensure you are getting the most relevant and useful financial information about the entities you analyze. It might also promote consistency in financial reporting among the entities that do not currently apply a financial reporting framework. So, if they start applying the framework, that will lead to more consistency.
If you’re a practitioner who performs audits, reviews and compilation engagements, scalability may mean that you will need to consider the financial reporting needs of your clients and the relevance of the information in their financial statements when issuing your report. Now, we understand that familiarizing yourself with the new framework or understanding new options within the existing frameworks is change and could be cumbersome. That’s why we’re doing this consultation. We need your feedback from stakeholders on the benefits and the drawbacks of the options that are being considered, so that we ensure whatever we do that the benefits outweigh the costs.
So that’s what scalability is. And I think what it’s really important when we talk about scalability is we are by no means in Canada reinventing the wheel. Part of our research was looking at what is being done in other jurisdictions. And scalability is quite common in other jurisdictions. I am not going to go over all the other jurisdictions and what they do, but they did feed into some of the options we chose. If you want to give this a read, there is research available, and the link is on the slide here related to scalability in other jurisdictions.
So, that brings us to the solutions we’ve identified so far. Now, what I want to say about what we’ve identified so far – these are potential solutions. We have not made any decisions as a Board. We are very early in a project. So, we would like to hear from you – your thoughts on these options. But we’d also like to hear from you about what other options might exist. So, really, this Consultation Paper that we’re asking you to comment on and provide feedback on, it’s very open ended. We want to hear your thoughts. But we have proposed for solutions for you to consider. So, I’m going to go over these four solutions. One of the things that I want to make clear is when we go over these potential solutions, we are not saying we are only choosing one, we are not saying we are only choosing four, and, like I said, there might be others that we haven’t considered. We want to hear what you think of each of these solutions – the good and the bad.
So, the first one is a simplified recognition and measurement in selected standards. So, this is really focused on entities that find Parts II and III too onerous. And even some of the requirements to be unnecessary for them – especially when they are users, which is the case in many private enterprises and some not-for-profits that the users have the ability to obtain additional information from management.
So what would this look like? What would this solution be? It would be similar to differential reporting in that on a topic-by-topic basis, and these that need certain criteria could make accounting policy choices.
Now, one of the things we really want to be clear on is we aren’t talking about changing any of the existing accounting policy choices that already exist in Parts II and III, such as, as an example, the option to use the taxes payable method rather than future taxes, and that’s just a free choice. We are not changing those. These are additional. These would be potentially additional options that would be available if certain criteria would be met. So, it’s the first option.
The second option is very similar. But rather than focusing on recognition and measurement, this is just focusing on disclosure. It’s saying, “Well, could you have a situation where, or a scenario where, all companies that are reporting under Part II or Part III should apply similar recognition and measurement; therefore, you have consistency across the primary financial statements, however, with less disclosure if that criterion is met?” So, again, one of the options that we are considering.
The third option is an intermediary framework between IFRS and Part II and Part III. So, as we mentioned, currently entities that are private enterprises have the choice of Part I or II, not-for-profits have a choice of Part I or Part III. But with all the changes that have happened to IFRS since 2011, there is a significant gap between the gaps. And this option would be looking at potentially solving for that. So for entities where IFR standards are too onerous but Parts II and III don’t meet their user needs, well maybe there is something in between. And this could be very helpful to entities that are planning some sort of liquidity event in the future – whether it’s an IPO, a merger. Whatever it is such thing, maybe down the road they are going to have to adopt IFRS, so maybe this intermediary framework can provide a stepping stone to get you part way there so the lift isn’t as big when you actually have to go to IFRS. This could take a bunch of different approaches. One might be what is commonly referred to as a reduced disclosure regime, where you retain the recognition and measurement requirements in IFRS, but you have reduced disclosures. You could also have modifying the recognition measurements to make some of them less onerous. So, a lot of different options within this option as, again, we’d like to hear from those, especially those that are thinking of the liquidity event down the road and whether this would be helpful.
The fourth option that we ask about in the Consultation Paper is the introduction of a new framework for small entities. As I mentioned earlier, when we did our research, one of the things that just popped out is that there are a lot of entities that do not apply a gap, do not apply a financial reporting framework. And why are they not doing it? Well, no one is asking them to. And that’s fine if no one is asking them to. But if there was a simplified framework, would they consider applying that simplified framework? And this, for those practitioners, may be helpful for entities that you’re applying the compilation standard too, where you have to disclose the basis of accounting. From a user’s standpoint, this could bring standardization because a lot of these entities right now that do not apply the framework they might be doing a tax basis, a cash basis, or a modified approval basis, but I don’t know if any of them are applying the tax basis the exact same way or the modified approval basis the exact same way. So its standardization could be very helpful to users in helping them make decisions for these entities that do not require a gap framework currently.
So, those are the four responses, four options, that we’ve put out there for you to comment on. Give us, again, the good and the bad – what you think about these different options. As well, we ask questions of any other things that you might think are our approaches.
So, how to respond. There are various ways to respond. I am not going to go over these on detail. What I would like to say is – and I’d like to say this on every document – we do issue a document, there is a response letter, it has a bunch of questions in it. You don’t have to answer every question. Only answer the questions that are relevant to you. Or just write a letter and tell us what you think. We just want to hear from people – whether it’s in a response letter, whether it’s through its survey, whether it’s attending a virtual or in-person round table, we just want to hear from you.
You know, Matt really wants to hear from you because he is actually on the next slide going to give you his personal contact information if you just want to reach out to him and ask him questions. So you reach out to Matt or Jamie as well as an option to provide us with your thoughts. The key: we want to hear from you. This is an important project for us from a strategic standpoint. It’s a critical part of our strategic plan from 2022 to 2027, so it’s really important for us to hear from people.
So that is what I wanted to talk about with regards to scalability. If anybody is submitting questions, we’ll get to your questions at the end. While we have you here, we thought that we might as well talk to you about a couple of things. So we wanted to take a little time to talk about our domestic standard work plan.
So, let’s talk about some documents, some projects that are in process. First one I wanted to talk about was related party business combinations. There was an Exposure Draft issued in November; the comment period ended in January. This is a very narrow scope project. We are really trying to clarify when an entity doesn’t need the criteria to be accounted for a carrying amount, clarify that you’re, you will apply section 1582, and you will apply section 1582 in its entirety. For those that are applying that get-to carrying amount, we’ve proposed an option on whether you restate the comparatives or not. And we’ve also had some clarification on what you do with financial instruments that are required in a common control business combination. Again, this was a narrow-scope project. For those of you that did comment, you had many other comments that are beyond the scope of this project. We aren’t ignoring those comments at all. Thank you for providing us with those comments. We will consider them for potential future projects. If we wanted to as a Board, we could probably solely talk about related party combinations, related party transactions that every meeting for the entire meeting, and there still would be more to talk about. As all of you know, it’s a very complex topic but very common for private enterprises – so, an important topic. So if we look at where we are at, we are at the Exposure Draft. We are now redeliberating the comments and then we’ll move on to a final standard once we’ve been through re-deliberations.
The next project I want to talk to you, which is really a critical project for the not-for-profit space, is an Exposure Draft related to contributions – for revenue, in many cases, the major portion of revenue for not-for-profits. And this is an important project because the existing standard has been in place since 1996 and has pretty much remained unchanged since 1996. So this is changing long-standing practice, potentially, for many enterprises and many not-for-profit entities. We started the project with some research back in 2015. In 2020, we issued a Consultation Paper. And on March 31, we re-deliberated the various comments that came from the Consultation Paper, and we issued an Exposure Draft. So we are now at the Exposure Draft phase.
There is a number of things in the Exposure Draft, a number of questions that we were asking, but really, the key items are we’re moving to a single approach for recognizing revenue from restricted contributions. There will no longer be an accounting policy choice. When we look at what’s changed since 1996 – a lot has changed. Things have become much more complex. And having an accounting policy choice just adds to that complexity. There wasn’t a single approach for recognizing revenue from restricted contributions. There will be specific guidance related to special types of contributions such as endowments or capital asset contributions. And we’re also making amendments to the financial statement disclosure and presentation for not-for-profits that falls out of changing the revenue recognition.
I think we have a relatively long consultation period for this item. I believe on the next slide we say the comment period is open till September 30. It’s very long, taking into consideration that this time of year is very busy for not-for-profits. And then you have the summer, so we’re giving you a very long period. Again, you can respond by letter, participate in a survey, attend one of our in-person or virtual events, or just give the staff members a call or email. For those of you in the not-for-profit space, I cannot overemphasize the importance of this Exposure Draft. And so we are here hoping to hear and talk to a lot of you.
We move on to the next project that I wanted to update people on. This is revenue for upfront non-refundable fees. As many of you will remember, we’ve recently issued Amendments to Section 3400 that provided some additional application guidance. Subsequent to the release of these amendments, issues, application, questions started perking up related to upfront fees – specifically, related to lifetime memberships. And it highlighted some differences between what a not-for-profit entity, such as a not-for-profit golf course versus a for-profit golf course, how were they treating these lifetime memberships. So, we determined that there was a need to do a little bit more research into these application issues. So, we deferred the effective date to January 1, 2025. And we said we were going to do that research. We have been doing the research. What we have determined is we need more time. So that current project we’re doing the research on and will likely result in a change is deferring the effective date indefinitely. This will give us time to do further research and also consider how this interacts with some other projects that are in the early stages. So, more to come on that one. But, for now, the effective date is a little bit deferred for longer than 2025.
So, other projects that we have on the go – the Accounting Firm Insurance Contracts with the Cash Surrender Value. What this project will do is clarify that if you have life insurance policies – Whole Life or Universal Life that has a cash surrender value but that cash surrender value doesn’t meet a definition of an asset. We also talk about how you account for changes in that cash surrender value. So these are relatively common and private enterprises and, in some cases, not-for-profits as well.
We also have a project on reporting controlled and related entities by not-for-profits. This has been a potential project for a while, but it’s been deferred so we can move things like contributions forward. Some of you might be saying, “Oh my goodness! Is this the project that they were talking about years ago that was going to make me start consolidating all the controlled entities as a not-for-profit? It is related to that project, but that is not the project that we’re undertaking. And we probably will never revisit that. We have no plans on revisiting that consolidation question. However, what we do know is there needs to be more transparency in how not-for-profits report controlled and related entities. So, this project is going to be focusing more on that transparency of the disclosures, and you can not worry about us raising issues about asking to consolidate everything. So, I guess I wanted to clarify that it is not what it is. It is about the transparency of disclosures-related relationships.
The last research project that we have going on is related to Part IV on pension plans that we’re looking at the investment disclosures. So, what do we disclose about fair value, how do we disclose interest in funds, how do they disclose or should they disclose investment management fees?
So again, those are the three projects that we have ongoing. Follow our decision summaries, and you’ll find out more about those, and there’ll likely be documents to comment on in the near future.
As far as recently issued or amended domestic standards, I just wanted to highlight as few for you that are important. The first one that I’ll talk about is the last one on the slide, which is the Amendments to 3400 in the deferral. I talked about that in the project that we have going that is going to extend that deferral date, so I won’t talk about that in any more detail.
Accounting Guideline 20, Customer's Accounting for Cloud Computing Arrangements, this is accounting guideline that was issued that deals with really how software is purchased now. And, actually, more than just software. Even IT infrastructure is purchased now. I always like to age myself when I talk about this. Now we don’t get ten floppy disks that we have to install to put in WordPerfect on an IBM computer. That’s what I did back in my university days. We buy software on the cloud. And we use software on the cloud. And really what this Accounting Guideline does is provide guidance on how you account for those cloud arrangements, because those cloud arrangements can be complicated. You might not, actually, control an asset. And if you don’t control an asset, what do you do with all the costs that you incur implementing this new software platform? So the Accounting Guideline provides some guidance on how you apply the standards as well as give some accounting policy choices.
For those of you that are involved with pension plans, we also recently issued Amendments to Section 4600. These are a bunch of improvements. I think probably the most important improvement to highlight is really clarifying the accounting for a new de-buy-in and buy-out contracts, which are very common in use in pension plans to de-risk some of the matters in pension plans. There are many other issues that we are, like I said, we are continuing to look at disclosures on investments. And there are other issues that we are looking at as a board for pension plans. But these ones are just some improvements, clarifications that will help those of you in that space to better apply the standards.
How do you stay up to date? There are various ways: subscribe to the Standard, follow FRAS Canada on Facebook or Twitter, follow the Accounting Standards Board on LinkedIn. There are various ways to stay up to date. And it’s really important to stay up to date, because it’s important to us that you stay up to date so that you provide us feedback when we need feedback because that’s how we end up with quality accounting standards. The quality of standard is really a function of the quality of the feedback we get on the various proposals that we put out there. So, please stay up to date, reach out to us, and provide us the feedback that we need to set quality in relevant standards.
So with that, I believe I am going to turn it over to Matt to explain to you how you can access the quiz.
Matthew Bishop:
Thanks, Armand.
Yes, for all of you attending today, you’ll see up on the screen there is a link to the post-webinar quiz on the slide. And again, as I mentioned in the opening remarks, just attending this webinar and successfully completing the quiz will allow this 45-minute webinar session to assist all of you in fulfilling your annual CPP requirements.
So, with that, I think we’re going to move forward into the question-and-answer period. Just looking at the time. I’ll have time to get to the questions that have been coming in.
Armand Capisciolto:
I usually talk too much, and we don’t have time. I’m really proud of myself today.
Matthew Bishop:
So, the first question, Armand, that came in through the Q&A chat has to do with, I guess, what parameters will be set for determining what is considered to be a small enterprise versus a medium enterprise. Has the Board given that some thought at this particular stage of the project?
Armand Capisciolto:
You’re starting off with a tough question, Matt. That is the tough question. What is this magic number? And, actually, I think it’s helpful to look at the research that we’ve done on the scalability in other jurisdictions, because other jurisdictions have dealt with this in the past. We haven’t had specific conversations on this. The closest thing to a specific conversation we had on this is actually in the early stages of our contributions project, where we were considering whether the 500,000 capital asset option that exists in Part III should be part of the scope for that project. It ultimately didn’t become part of the scope for that project. And we’ve heard from various people on whether that 500,000 still worked or not. And there are various numbers that different people threw at us when we were discussing that. But the short answer is we haven’t had specific discussions on that. When I talk about the project and the different stages and the need for maybe a second Consultation Paper to hash out some of the issues in more detail, this is probably one of those topics that’s going to need more feedback from yourselves and others. And if you have any ideas even in responding to this one, throw them out there. Nothing’s been put on the table, but nothing’s been taken off the table yet here. That was a long-winded not answer.
Matthew Bishop:
So we do have a couple of questions here that I’m going to attempt to lump together, and they both relate to, I think, when you were discussing differential reporting. And the questions are: Sharing sounds a lot like Section 1300, Differential Reporting Standard under old Canadian gap. And the questions are: “Just asking whether or not you can clarify whether tiering is meant to encompass all the options of requirements of that previous standard. An example being shareholder vote and having to achieve unanimous consent. So just, I guess, maybe a few comments on whether scalability is meant to, sort of, co-exist with differential reporting or be something entirely different.
Armand Capisciolto:
Yeah. As we went down this approach, and we kind of looked at a few options, and Options 1 and 2 that we put up for you do look a lot like differential reporting. For those of us of a certain vintage, we remember differential reporting. And we remember how inconvenient was to get that kind of unanimous shareholder consent. And that is not the direction we’re going. Could scalability, could the scaling of within Part II and Part III look a lot like differential reporting? Yes, as far as there being choices. But we want to focus on criteria of what would be the type of entity that would be eligible to make those choices. And I cannot see us going down the path of unanimous consent, because that was a significant barrier to the old differential reporting standard actually being used as much as it should have been used.
Matthew Bishop:
Great! So we’ve just got a question. Again, this goes back to four options that the Board has. This particular attendee was just wondering whether or not the Board has also considered simplifying ASPE. And as an example, they’ve specifically referred to Section 3840, and 3856, which have been increasingly made more complicated over the years.
Armand Capisciolto:
Financial instruments complicated? Really? I think when we think about simplifying whether it’s through that separate framework option – Option 4, that’s one way to simplify it. The other way to simplify it is really Option 1 and 2, which are giving those choices. And one of the questions, I believe, in the Consultation Paper is “What are the standards that are difficult to apply?” Where are places where you think we should implement choices? Is there a simpler way to deal with certain complex financial instruments? I shouldn’t say “complex financial instruments”. Should there be a simpler way to deal with certain financial instruments that maybe may be overly complex when you follow the standard as is? So, I think, 3840, 3856 are probably two of the areas that when we start thinking about the options, if we went within kind of the Option 1 choice of kind of simplifying recognition to measurement, I would assume 3856 is probably one of the first standards we look at. I'm assuming a lot of you will comment in your responses that financial instruments relate to part of transactions that you mentioned. I’m thinking business combinations might be high on that list of areas to simplify as well or introduce options. So, the short answer is yes, we are considering simplifying both Part II and Part III.
Matthew Bishop:
Great! The last question that I’m seeing in the Q&A chat here. This person is mentioning that the Consultation Paper as well as today’s webinar were the first to the Board exploring scalability for non-listed entities. And the question is just whether or not you foresee scalability applying debenture issuers.
Armand Capisciolto:
Well, first of all, I think when we talk about listed entities and what financial reporting framework they apply, it’s set by securities regulators. So, exploring that is beyond the scope of what the Accounting Standards Board can do on its own. And as a result, that is why we are not addressing that. We’re focused on the non-listed entities and what options we can have for them to ensure that they are providing relevant information and meeting that cost benefit test.
Matthew Bishop:
Great! Thanks, Armand. And thanks, everyone, for submitting us questions. If you happen to think of other questions after the conclusion of this webinar, as Armand mentioned, you have my contact information as well as my colleague on this project, Jamie Goodman. We’re here to help and answer any questions that come up. And with that, I guess, that wraps up today’s webinar on Exploring Scalability in Canada. I really hope you found it insightful and look forward to hearing your feedback on the proposals in questions posed in the Board’s Consultation Paper on scalability. As Armand mentioned, I’ll just stress again, there are a lot of questions. The most important thing is that we hear from you, we hear what’s on your mind, what you think about what’s being proposed as well as, potentially, what’s not in that first Consultation Paper that’s currently out for comment. Additionally, if you have any follow-up questions on the update provided today on the domestic activities of the Accounting Standards Board, again please feel free to reach out to myself or my colleague Jamie Goodman, and we’ll be happy to put you in touch directly with the staff on the respective project if we are not able to answer the question ourselves. So, with that, thank you again for joining us today. We really appreciate it, and I’ll just wish you a great rest of your day.
Armand Capisciolto:
Thanks, everyone.
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