1. Slide 1 Federation des Experts Comptables Méditerranéens 4 th FCM Conference Capri, 3-4 May 2004 The Globalisation of Small and Medium-sized Enterprises and the Role of the Accountancy Profession The Financial Reporting and Auditing Aspects of Corporate Governance David Devlin – FEE President (Fédération des Experts Comptables Européens - European Federation of Accountants)

2. Slide 2 Topics  Corporate Governance Helps Enterprises & Auditors  Recent EC Developments  Proposed New 8th Directive  FEE Discussion Paper “Financial Reporting and Auditing Aspects of Corporate Governance”  FEE Paper “A Conceptual Approach to Safeguarding Integrity, Objectivity and Independence throughout the Financial Reporting Chain”  Concluding remarks

3. Slide 3 Corporate Governance Helps Enterprises and Auditors  Not just for listed companies  Many other types of “public interest” entities  Unlisted banks  Savings institutions and funds  Co-operative enterprises  State-owned entities

4. Slide 4 Corporate Governance Helps Enterprises and Auditors (2)  Several important initiatives  OECD “New Principles of Corporate Governance”  IFAC – Credibility Task Force Report  EU – Action Plan

5. Slide 5 Recent EC Developments  Jaap Winter Expert Group Report (2002)  EC Communication on Company Law and Corporate Governance (2003)  EC Communication on the Statutory Auditor (2003)  Proposed New EC 8th Directive (March 2004)

6. Slide 6 EC Action Plan on Corporate Governance Consultation on:  Collective responsibility of the board for financial statements  Intra-group transparency  Related party transactions  Disclosures on corporate governance EC Statement on Corporate Governance  Listed Companies  Expected later in 2004

7. Slide 7 Outline  FEE  Recent EC Developments  Proposed New 8th Directive  FEE Discussion Paper “Financial Reporting and Auditing Aspects of Corporate Governance”  FEE Paper “A Conceptual Approach to Safeguarding Integrity, Objectivity and Independence throughout the Financial Reporting Chain”  Concluding remarks

8. Slide 8 Proposed 8th Directive – Corporate Governance Aspects Public Interest Entities  Audit committee (non executive)  At least one independent member with competence in accounting and/or auditing  Effective Communication with auditors, to be properly recorded

9. Slide 9 Proposed 8 th Directive – Corporate Governance Aspects Public Interest Entities  Audit committee tasks  Monitor financial reporting process  Monitor effectiveness of company’s internal control, internal audit and risk management systems  Oversee the statutory audit  Monitor independence statutory auditors – in particular additional services  Select auditors (approved by AGM)

10. Slide 10 Outline  FEE  Recent EC Developments  Proposed New Eighth Directive  FEE Discussion Paper “Financial Reporting and Auditing Aspects of Corporate Governance”  FEE Paper “A Conceptual Approach to Safeguarding Integrity, Objectivity and Independence throughout the Financial Reporting Chain”  Concluding remarks

11. Slide 11 FEE Discussion Paper on the Financial Reporting and Auditing Aspects of Corporate Governance  Common Views of EU Profession  Providing input to developments at EU level  Highly relevant in light of recent scandals  Aimed at publicly listed companies but also relevant to other entities

12. Slide 12 FEE Discussion Paper on Financial Reporting and Auditing Aspects of Corporate Governance  Main focus of the paper is on the role of audit committees, external auditors and internal auditors  Key elements of corporate governance framework (including non-executive directors)  Mutual dependency between corporate governance, financial reporting and audit

13. Slide 13 Mutual Dependency between Financial Reporting, Corporate Governance and audit Corporate Governance Financial Reporting Audit

14. Slide 14 FEE Discussion Paper on Financial Reporting and Auditing Aspects of Corporate Governance Highlights the importance for companies of:  structures, independent directors and ethics  proper balance of power at board level  good risk management and internal control systems  an effective and well resourced internal audit function  good corporate governance disclosures

15. Slide 15 FEE Discussion Paper on Financial Reporting and Auditing Aspects of Corporate Governance  Does not attempt to address all aspects of corporate governance  Specifically excludes :  work of remuneration and nomination committees  detail of the technical audit process

16. Slide 16 FEE’s Key Messages And Recommendations Broad Approach  No need for a European Corporate Governance Code  Convergence around common principles and benchmarks  “Comply or explain” approach supported  Unitary boards:  separation of the roles of Chairman and CEO  need for strong, independent non-executives  Two tier boards:  the management board should at least have two members in addition to the chief executive

17. Slide 17 FEE’s Key Messages And Recommendations Audit Committees  All listed companies should have an audit committee where, at a minimum, the majority of the committee’s members are independent  Audit committee’s core responsibilities should include:  reviewing financial reporting arrangements  internal control related to reporting  monitoring the relationship with the external auditor  monitoring the work and resources of the internal audit function

18. Slide 18 FEE’s Key Messages And Recommendations External Auditors  Active dialogue with audit committees and boards:  external auditors aware of all relevant information  audit committees understanding of auditors work  on significant accounting policies and practices  on principal accounting estimates and judgements

19. Slide 19 FEE’s Key Messages And Recommendations External Auditors (2)  The audit committee’s role in keeping under review:  The auditor’s independence  The company’s purchasing policy on non-audit services

20. Slide 20 FEE’s Key Messages And Recommendations Disclosure on Corporate Governance  Disclosures are a powerful tool  Corporate governance statement in the annual report from the board (EC Communication)  Not yet an agreed framework for corporate governance reporting, setting out common principles on their form and contents  Implications of where the corporate governance statement is located in the annual report

21. Slide 21 FEE’s Key Messages And Recommendations Disclosure on Corporate Governance (2)  Protection of minority shareholders: all disclosures available to all shareholders at the same time  Information about the processes that boards use to manage risk and assess internal control  Information on the audit committee’s responsibilities and activities (help reduce possible expectation gap)

22. Slide 22 FEE’s Key Messages and Recommendations Independent Directors  Two main roles for non-executive directors:  strategy  Monitoring  To act effectively they must:  be, and be seen to be, independent  act independently from management  be involved  be competent

23. Slide 23 FEE’s Key Messages and Recommendations Independent Directors (2)  On an individual basis - independent directors may need to limit the number of their directorships in order to fulfil their responsibilities  To be transparent, annual reports should disclose:  which directors are deemed to be independent  for each director, the names of the other companies and organisations of which they are directors (or equivalent positions)  the particular expertise or experience that each director brings to the board

24. Slide 24 Outline  FEE  Recent EC Developments  Proposed New Eighth Directive  FEE Discussion Paper “Financial Reporting and Auditing Aspects of Corporate Governance”  FEE Paper “A Conceptual Approach to Safeguarding Integrity, Objectivity and Independence throughout the Financial Reporting Chain”  Concluding remarks

25. Slide 25 FEE Paper “A Conceptual Approach to Safeguarding Integrity, Objectivity and Independence Throughout the Financial Reporting Chain”  Published in November 2003  Applying the profession’s Framework Approach of threats and safeguards to other parts of the financial reporting chain

26. Slide 26 FEE’s Key Messages  Availability of reliable and credible information is vital to ensure economic progress; people should act ethically throughout the financial reporting chain.  Financial reporting activities other than audit are not exclusively provided by accountants and the accountancy profession cannot rebuild public confidence alone.  Relevant bodies, whether individual businesses, regulators or professional associations need to have in place codes of ethics.

27. Slide 27 FEE’s Key Messages (2)  Ethics Codes should:  Establish fundamental principles which must always be adhered to  Require analysis (and where relevant demonstration) of threats and safeguards  Highlight types of threats that might be encountered and general safeguards that may be applied  Give examples of typical situations  Be subject to oversight of compliance

28. Slide 28 Outline  FEE  Recent EC Developments  Proposed New Eighth Directive  FEE Discussion Paper “Financial Reporting and Auditing Aspects of Corporate Governance”  FEE Paper “A Conceptual Approach to Safeguarding Integrity, Objectivity and Independence throughout the Financial Reporting Chain”  Concluding remarks

29. Slide 29 Concluding Remarks  Corporate Governance is a key factor in high quality financial reporting  Supporting auditors to provide high quality audits  FEE welcomes the corporate governance initiatives of the EC  All parties in the Financial Reporting Supply Chain have to assume their proper responsibilities and demonstrate ethical behaviour  Restoring confidence in capital markets should be the aim of all parties involved

30. Slide 30 Federation des Experts Comptables Méditerranéens 4 th FCM Conference Capri, 3-4 May 2004 The Globalisation of Small and Medium-sized Enterprises and the Role of the Accountancy Profession The Financial Reporting and Auditing Aspects of Corporate Governance David Devlin – FEE President (Fédération des Experts Comptables Européens - European Federation of Accountants)