How to Perform an Accounting Officer Engagement and Issue an Accounting Officer Report for a Close Corporation
Under the South African Close Corporations Act 69 of 1984 and the Namibian Close Corporations Act 26 of 1988, every close corporation is required to appoint an accounting officer. Accounting officers provide essential oversight and ensure statutory compliance at a lower cost and with less complexity than auditors, making their role vital for the effective governance of close corporations. Overall, the accounting officer’s report helps ensure that the close corporation meets its legal obligations, maintains accurate financial records, and follows appropriate accounting policies, thus contributing to better governance and operational integrity.
This article aims to guide you through the process of performing an accounting officer engagement and issuing an accounting officer report, ensuring compliance with the Act's stipulations. The role of the accounting officer involves performing agreed-upon procedures to ensure that the financial statements are accurate and comply with relevant accounting policies.
Qualifications and Appointment
Appointment Requirements (Section 59):
Mandatory Appointment: All close corporations must appoint an accounting officer. The appointment takes effect from the date of registration of the close corporation.
Vacancies: If a vacancy occurs, the close corporation must appoint a new accounting officer within 28 days.
Qualification Criteria (Section 60):
To qualify for the role of an accounting officer, an individual must:
Be a member of a recognised professional body, such as the Chartered Institute for Business Accountants (CIBA), holding the designation of Business Accountant in Practice (SA), and be subject to its disciplinary powers to exclude members guilty of negligence or discreditable conduct.
Have passed examinations in accounting and related fields.
Duties of an Accounting Officer
It is important to understand that the accounting officer is not responsible for preparing the financial statements of the close corporation. This responsibility lies with the close corporation itself. Here are the key points regarding this responsibility:
Responsibility for Preparation: The close corporation is solely responsible for preparing its financial statements. This task must be carried out by the close corporation itself, and not by the accounting officer.
No Duty to Prepare: The accounting officer has no duty or obligation to prepare the financial statements. Instead, their role is to review and report on the financial statements prepared by the close corporation.
External Assistance: If necessary, the close corporation can appoint an accountant to assist in preparing the financial statements. This ensures that the statements are prepared in accordance with relevant accounting standards and principles.
Accounting Officer’s Role (Section 62):
Once the financial statements are prepared, the accounting officer’s duties are to:
Agreement with Accounting Records: Confirm that the financial statements agree with the accounting records.
Review of Accounting Policies: Assess the appropriateness of the accounting policies applied in the preparation of the financial statements.
Reporting Duties: Report to the close corporation on the agreement of financial statements with accounting records and the appropriateness of accounting policies.
Identification of Contraventions: Describe any contraventions of the Act in the report, regardless of their materiality or significance. If there is uncertainty about a potential contravention, the accounting officer should describe the uncertainty and the reasons for it in the report.
Reporting to the Registrar
Under Section 62(3) of the Close Corporations Act, the accounting officer has a duty to report specific circumstances to the Registrar by registered post immediately upon becoming aware of them. These circumstances include:
Cessation of Business Activities: If the accounting officer becomes aware that the close corporation is not carrying on business and has no intention of resuming operations in the foreseeable future.
Unregistered Changes to the Founding Statement: If a change to the founding statement of the close corporation has not been registered.
Negative Equity Position: If the annual financial statements (AFS) indicate that the liabilities of the close corporation exceed its assets.
Incorrect Financial Position: If the AFS incorrectly indicate that the assets exceed the liabilities. It is important to note that the existence of a subordination agreement, where a creditor agrees to subordinate their claim to those of other creditors, does not alter the accounting officer’s obligation to report these issues to the Registrar. The accounting officer must still fulfill their reporting responsibilities to ensure transparency and compliance with the legal requirements.
This clear separation of duties ensures that the close corporation maintains responsibility for its financial reporting, while the accounting officer provides a factual review of financial information and compliance with the legal requirements, issuing a report based on specific matters as prescribed by the Close Corporations Act.
Distinction Between the Duties of an Accounting Officer and an Auditor
The Close Corporations Act differentiates between the roles of an accounting officer and an auditor to align with the specific needs and practicalities of small and medium-sized enterprises (SMEs). The legislator’s distinction between the roles of accounting officers and auditors is rooted in the need to balance thorough financial oversight with the practicalities and resources of SMEs.
Here’s an in-depth look at the primary duties of an accounting officer and the reasons behind their distinct role compared to auditors:
Primary Duties of an Accounting Officer (Section 62 of the Act)
Agreement with Accounting Records:
Duty: The accounting officer must confirm that the financial statements agree with the accounting records of the close corporation.
Explanation: This involves ensuring that all transactions recorded in the accounting system are accurately reflected in the financial statements. The focus is on checking the consistency and accuracy of the records without delving into the detailed verification required in an audit.
Review of Accounting Policies:
Duty: The accounting officer assesses the appropriateness of the accounting policies applied in the preparation of the financial statements.
Explanation: The assessment ensures that the selected accounting policies are suitable for the corporation’s operations and comply with the relevant accounting framework. This review is less comprehensive than an auditor's evaluation, which would involve a more thorough analysis and testing of the policies' application.
Reporting Duties:
Duty: The accounting officer reports to the close corporation on the agreement of financial statements with accounting records and the appropriateness of accounting policies.
Explanation: This report provides the corporation’s management with assurance that the financial statements are consistent with the underlying records and that the accounting policies are appropriate. The accounting officer also includes a statement if they are a member or employee of the corporation, ensuring transparency about potential conflicts of interest.
Identification of Contraventions:
Duty: The accounting officer must describe any contraventions of the Act in the report, regardless of their materiality or significance. If there is uncertainty about a potential contravention, they must describe the uncertainty and the reasons for it in the report.
Explanation: This duty ensures that any legal non-compliance is reported to the members of the close corporation. The accounting officer is not required to conduct extensive investigations but must report any known or suspected contraventions, promoting transparency and accountability.
Reasons for the Distinction from Auditors
Cost and Complexity:
Affordability: SMEs often operate on tighter budgets than larger corporations. The legislator designed the role of the accounting officer to be less costly and less complex than that of an auditor, making it more accessible for SMEs.
Simplicity: The procedures performed by an accounting officer are less exhaustive than those required in an audit, which involves a detailed examination of financial records and internal controls.
Scope and Depth:
Limited Scope: The accounting officer’s engagement is narrower in scope compared to an audit. They confirm the accuracy of financial records and the appropriateness of accounting policies rather than providing an opinion on the fairness of the financial statements as a whole.
Non-Assurance Engagement: The work of an accounting officer is classified as a non-assurance engagement. Unlike auditors, who provide a high level of assurance and express an opinion on the financial statements, accounting officers perform agreed-upon procedures without offering such an opinion.
Regulatory Compliance:
Focus on Compliance: The primary focus of the accounting officer is to ensure compliance with statutory requirements, rather than evaluating the overall financial health and risk management practices of the corporation, as an auditor would.
Contraventions Reporting: Accounting officers are tasked with reporting any contraventions of the Act, promoting adherence to legal requirements. This focus on compliance ensures that close corporations operate within the legal framework, even if the engagement does not involve a full audit.
Independence and Objectivity:
Potential Conflicts of Interest: The Act allows accounting officers to be members or employees of the close corporation, provided they disclose this in their report. This flexibility recognizes the practical realities of SMEs, where hiring an independent external auditor might not be feasible.
Transparency: By requiring the disclosure of the accounting officer’s relationship with the corporation, the Act maintains transparency and allows stakeholders to assess the potential impact of any conflicts of interest.
Engagement Performance
To ensure a successful accounting officer engagement, it is essential to follow a structured approach. This involves setting clear terms of the engagement, maintaining thorough documentation, performing necessary procedures and obtaining relevant evidence, and finally, drawing conclusions and providing comprehensive reporting.
This structured approach helps in delivering a reliable and transparent assessment of the close corporation's financial position and compliance with statutory requirements:
Setting the Terms of the Engagement
Clearly outline the terms of the engagement in an engagement letter, addressing objectives, responsibilities, scope, access to records, sample reports, and disclaimers regarding errors, illegal acts, or irregularities. It must also state that no audit or review was performed, as this is a non-assurance engagement.
Document your work and keep working papers
Maintain thorough documentation including the engagement letter, working papers, control sheets, limited evidence, and the report generated during the engagement.
Perform relevant procedures
Planning: Gain knowledge of the business, its internal and external environment, and accounting practices in the sector.
General Procedures:
Understand the integrity, fair presentation, accounting system, and management decisions.
Perform factual findings on material transactions and account balances.
Conduct analytical procedures.
Consider subsequent events.
Use professional judgment if material misstatements are found, requiring additional procedures.
Read the financial statements.
Obtain management representations.
Statute-Specific Procedures:
Note any contraventions of statutes.
List any independence issues.
Report to the registrar/commissioner of the relevant statute.
Procedures that are not required to be performed (Not Required for Assurance):
Understanding internal controls.
Perform substantive testing.
Perform test of balances.
Form a conclusion and issue a report
Review the Work: Ensure all procedures have been thoroughly documented and reviewed.
Report: Prepare a comprehensive report with the following elements:
Title and Addressee: Clearly state who the report is addressed to.
Introductory Paragraph:
Specify the subject matter to which the procedures have been applied.
List the general procedures performed.
State the responsibilities of the accounting officer.
Mention that the procedures performed were those deemed necessary in the circumstances.
Cite the relevant statute, regulation, or agreement.
Factual Findings: Describe any factual findings.
Non-Assurance Statement: Clearly state that no assurance was performed.
Limited Procedures Statement: Indicate the limited nature of the procedures performed.
Distribution Restriction Statement: Specify if the report is restricted in distribution.
Scope Limitation Statement: If applicable, state that the report relates only to specific elements and does not extend to the entity’s financial statements as a whole.
Conclusion Details: Include the date of the report, address, signature, designation, professional membership, and member number.
More about documentation
Maintaining thorough documentation is crucial for the successful execution and integrity of an accounting officer engagement. Proper documentation not only provides evidence of the work performed but also ensures compliance with professional standards and regulatory requirements. By meticulously maintaining comprehensive documentation, accounting officers can ensure transparency, accountability, and compliance throughout the engagement process. This documentation not only supports the conclusions reached in the accounting officer's report but also serves as a record of the professional work performed.
Here is a detailed overview of the documentation that must be maintained by the accounting officer:
1.Engagement Letter
The engagement letter is the foundational document that sets the terms of the engagement. It should include:
Objectives: Clearly define the purpose and objectives of the engagement.
Responsibilities: Outline the responsibilities of both the accounting officer and the close corporation.
Scope: Specify the scope of the engagement, including the procedures to be performed and any limitations.
Access: Detail the access to records and information required by the accounting officer.
Sample Reports: Provide examples of the types of reports that will be issued.
Disclaimers: Include disclaimers regarding the accounting officer's responsibility for detecting errors, illegal acts, or other irregularities, and clarify that no audit or review will be performed.
2.Working Papers
Working papers are essential for documenting the procedures performed and the evidence obtained during the engagement. They should include:
Procedure Descriptions: Detailed descriptions of the procedures performed.
Evidence: Copies of relevant documents, records, and evidence supporting the findings.
Notes and Calculations: Notes on the accounting officer's observations and any calculations made during the engagement.
3.Control Sheets
Control sheets help track the progress of the engagement and ensure that all necessary procedures are completed. They should include:
Task Lists: A comprehensive list of tasks to be performed.
Completion Status: An indication of the completion status of each task.
Responsibility: Assignment of tasks to specific team members, if applicable.
4.Limited Evidence
Limited evidence refers to the specific pieces of information and documentation reviewed as part of the agreed-upon procedures. This may include:
Transaction Records: Samples of transaction records reviewed to verify accuracy.
Financial Statements: Copies of the financial statements reviewed and any annotations made.
Supporting Documents: Copies of supporting documents, such as invoices, receipts, and contracts, used to substantiate findings.
5.Reports
The final reports generated during the engagement should be well-documented and include:
Draft Reports: Initial drafts of the accounting officer's report, including any revisions made during the review process.
Final Report: The final, signed report issued to the close corporation, including all required elements such as the title, addressee, introductory paragraph, factual findings, and conclusions.
Correspondence: Any correspondence related to the engagement, including communications with the close corporation's management regarding findings and clarifications.
6.Retention and Security
Ensure that all documentation is securely stored and retained in accordance with professional and regulatory requirements. This includes:
Retention Period: Adhering to the required retention period for engagement documentation.
Security Measures: Implementing appropriate security measures to protect the confidentiality and integrity of the documentation.
7.Review and Quality Control
As part of maintaining high standards of quality, documentation should be reviewed and subjected to quality control procedures. This includes:
Internal Review: Having another qualified professional review the documentation to ensure completeness and accuracy.
Quality Control Checks: Performing quality control checks to verify that all required documentation has been properly maintained and that the engagement was conducted in accordance with professional standards.
More about working papers
Working papers are an integral part of the documentation for an accounting officer engagement. They provide evidence of the procedures performed, the evidence obtained, and the conclusions reached. Here are some examples of working papers that should be included:
1. Procedure Descriptions
Engagement Overview: A document outlining the overall objectives, scope, and planned procedures for the engagement.
Specific Procedures: Detailed descriptions of the specific procedures performed, such as verification of financial statement figures, analytical reviews, and assessments of accounting policies.
2. Evidence Collection
Transaction Samples: Worksheets or spreadsheets listing sampled transactions, along with notes on their verification against supporting documents.
Bank Reconciliation Statements: Reconciliations between bank statements and the company's cash records, including any discrepancies noted.
Inventory Count Sheets: Documentation of physical inventory counts and reconciliations with recorded inventory balances.
Asset Register: Detailed listing of all fixed assets, including acquisition dates, costs, depreciation, and current book values.
Debtors List: Detailed list of all accounts receivable, including customer names, amounts due, aging analysis, and any notes on collectibility.
Creditors List: Detailed list of all accounts payable, including supplier names, amounts due, payment terms, and aging analysis.
Contracts with Major Creditors and Lenders: Copies of contracts or agreements with major creditors and lenders, highlighting key terms and conditions.
Statements of Major Creditors: Statements or confirmations from major creditors outlining the amounts owed and payment terms.
VAT and PAYE Reconciliations: Detailed reconciliations of VAT and PAYE submissions with the general ledger, including any discrepancies identified and actions taken to resolve them.
3. Notes and Calculations
Adjustment Calculations: Sheets detailing any adjustments made to the financial statements, including the rationale and supporting calculations.
Ratio Analysis: Analysis of financial ratios such as liquidity ratios, solvency ratios, and profitability ratios, including any trends or concerns identified.
Comparative Analysis: Comparisons of current financial statements with prior periods or industry benchmarks.
4. Management Representations
Representation Letter: A signed letter from management confirming the accuracy and completeness of the information provided and the appropriateness of the accounting policies applied.
Interview Notes: Notes from interviews or discussions with management regarding specific transactions, accounting policies, or financial statement assertions.
5. Compliance Checks
Statutory Compliance Checklist: A checklist used to verify compliance with relevant statutes and regulations, including the Close Corporations Act.
Contraventions Log: A log of any contraventions of the Act or other regulations identified during the engagement, including details of the nature and extent of the contraventions.
6. Analytical Procedures
Trend Analysis: Graphs or charts showing trends in key financial statement items over multiple periods.
Variance Analysis: Analysis of variances between budgeted and actual figures, including explanations for significant variances.
7. Review Documentation
Review Notes: Notes from the review of draft financial statements and working papers, including any issues identified and actions taken to address them.
Quality Control Review: Documentation of any quality control reviews performed, including the reviewer’s comments and the actions taken in response.
8. Conclusion and Reporting
Summary of Findings: A summary document highlighting the key findings from the engagement, including any material misstatements or areas of concern.
Draft Reports: Initial drafts of the accounting officer’s report, including any revisions made during the review process.
Final Report: The final, signed accounting officer’s report, along with any correspondence related to its issuance.
9. Supporting Documents
Invoices and Receipts: Copies of significant invoices and receipts reviewed during the engagement.
Contracts: Copies of major contracts or agreements relevant to the financial statements.
Bank Statements: Copies of bank statements used in the reconciliation process.
10. Control Sheets
Task Completion Checklist: A checklist tracking the completion status of each task and procedure performed during the engagement.
Sign-Off Sheets: Sheets signed by team members to confirm that specific tasks and procedures have been completed.
By maintaining detailed and organized working papers, accounting officers can provide a clear and comprehensive record of the engagement, ensuring that all procedures are thoroughly documented and supporting the conclusions reached in the final report.
Determining the Appropriateness of Accounting Policies
To determine if the accounting policies followed by a close corporation are appropriate, an accounting officer should perform a series of steps designed to assess the relevance, reliability, and consistency of the policies applied. Here’s a detailed approach to evaluating the appropriateness of accounting policies:
1. Understanding the Business and Industry
Business Model: Gain a thorough understanding of the close corporation’s business model, operations, and financial transactions.
Industry Practices: Research industry norms and practices to understand common accounting policies used by similar entities.
2. Review of Financial Statements
Compliance with Standards: Ensure that the financial statements comply with relevant accounting standards, such as International Financial Reporting Standards (IFRS) or Generally Accepted Accounting Practice (GAAP) in South Africa.
Disclosure Requirements: Verify that all required disclosures are made in the financial statements, providing a complete and transparent view of the financial position.
3. Evaluation of Specific Accounting Policies
Revenue Recognition: Assess whether the revenue recognition policy accurately reflects the timing and amount of revenue earned. This includes checking if revenue is recognized when the control of goods or services transfers to the customer.
Inventory Valuation: Ensure that the inventory valuation method (e.g., FIFO, LIFO, weighted average) is appropriate for the nature of the inventory and consistent with industry practices. Verify that inventories are valued at the lower of cost and net realizable value.
Depreciation and Amortization: Evaluate the methods and rates of depreciation and amortization to ensure they are reasonable and reflect the useful lives of the assets.
Expense Recognition: Confirm that expenses are recognized in the correct period and are matched with the related revenues (matching principle).
Impairment Policies: Check whether the policies for assessing and recognizing impairment of assets are appropriate and consistently applied.
4. Consistency and Comparability
Policy Consistency: Ensure that accounting policies are applied consistently from one period to the next. Any changes in policies should be justified and disclosed.
Comparability with Industry: Compare the close corporation’s accounting policies with those of similar entities in the industry to ensure they are not materially different.
5. Management Representation
Discussions with Management: Engage in discussions with management to understand the rationale behind the selection of specific accounting policies. Assess whether management’s explanations are reasonable and supported by business circumstances.
Representation Letter: Obtain a written representation from management confirming that the selected accounting policies are appropriate and have been applied consistently.
6. Analytical Procedures
Trend Analysis: Perform trend analysis on key financial statement items to identify any unusual fluctuations that may indicate inappropriate accounting policies.
Ratio Analysis: Use ratio analysis to assess the impact of accounting policies on the financial statements and compare these ratios with industry benchmarks.
7. Judgment and Professional Skepticism
Professional Judgment: Apply professional judgment to evaluate the appropriateness of accounting policies, considering the specific circumstances of the close corporation.
Skepticism: Maintain professional skepticism throughout the assessment process, questioning assumptions and looking for evidence that supports or contradicts the appropriateness of the policies.
8. Reporting Findings
Document Findings: Record the findings of the assessment, including any identified issues or areas of concern.
Communicate with Management: Discuss any issues or recommendations with management, seeking their input and responses.
Include in Report: Reflect the assessment of accounting policies in the final report, highlighting any significant findings or concerns.
By following these steps, an accounting officer can effectively evaluate the appropriateness of the accounting policies applied by a close corporation, ensuring they are relevant, reliable, and consistent with applicable standards and industry practices.
Evaluating the Appropriateness of Accounting Policies: IFRS for SMEs vs. Modified Cash Basis
The approach to determining the appropriateness of accounting policies will differ significantly depending on whether the close corporation follows IFRS for SMEs or a modified cash basis of accounting. Here's how the evaluation process changes under each framework:
1. Understanding the Accounting Framework
IFRS for SMEs:
Framework Overview: IFRS for SMEs is a simplified version of full IFRS, designed for small and medium-sized entities. It focuses on the needs of users of SME financial statements, such as lenders and creditors.
Compliance Requirements: Financial statements must comply with the recognition, measurement, presentation, and disclosure requirements of IFRS for SMEs.
Modified Cash Basis:
Framework Overview: The modified cash basis of accounting records transactions when cash is received or paid, with some modifications to recognize certain items on an accrual basis.
Compliance Requirements: This basis of accounting does not follow the accrual principles strictly and is not compliant with IFRS or GAAP. It is typically used for internal purposes or where stakeholders agree to this basis of reporting.
2. Review of Financial Statements
IFRS for SMEs:
Compliance with IFRS for SMEs: Ensure that the financial statements are prepared in accordance with IFRS for SMEs, including all required disclosures.
Disclosure Requirements: Verify that all necessary disclosures under IFRS for SMEs are included, providing a complete and transparent view of the financial position.
Modified Cash Basis:
Framework Consistency: Ensure that the financial statements consistently apply the modified cash basis principles agreed upon by the stakeholders.
Disclosure Requirements: Confirm that the basis of accounting is clearly disclosed, including any modifications to the cash basis and the rationale for using this method.
3. Evaluation of Specific Accounting Policies
IFRS for SMEs:
Revenue Recognition: Assess whether revenue is recognized when the control of goods or services transfers to the customer, as per IFRS for SMEs.
Inventory Valuation: Ensure that inventory is valued at the lower of cost and estimated selling price less costs to complete and sell.
Depreciation and Amortization: Evaluate the methods and rates of depreciation and amortization to ensure they reflect the useful lives of the assets.
Expense Recognition: Confirm that expenses are recognized on an accrual basis, matching them with related revenues.
Impairment Policies: Check the policies for assessing and recognizing impairment of assets, ensuring compliance with IFRS for SMEs.
Modified Cash Basis:
Revenue Recognition: Confirm that revenue is recognized when cash is received, with any agreed-upon modifications (e.g., recognition of significant receivables).
Expense Recognition: Verify that expenses are recorded when paid, with any agreed-upon modifications (e.g., recognition of significant payables).
Capital Expenditures: Ensure that major capital expenditures are recorded and depreciated as per any agreed-upon modifications to the cash basis.
Modifications Justification: Assess the rationale and consistency of any modifications made to the cash basis, ensuring they are agreed upon by stakeholders.
4. Consistency and Comparability
IFRS for SMEs:
Policy Consistency: Ensure that accounting policies are applied consistently from one period to the next, with any changes justified and disclosed.
Comparability with Industry: Compare the corporation’s accounting policies with those of similar entities following IFRS for SMEs.
Modified Cash Basis:
Policy Consistency: Ensure that the modified cash basis is applied consistently, with any modifications clearly justified and documented.
Stakeholder Agreement: Confirm that stakeholders are aware of and agree to the modified cash basis and any modifications applied.
5. Management Representation
Both Frameworks:
Discussions with Management: Engage with management to understand the rationale behind the selection of accounting policies.
Representation Letter: Obtain written confirmation from management regarding the appropriateness and consistency of the accounting policies applied.
6. Analytical Procedures
IFRS for SMEs:
Trend Analysis and Ratio Analysis: Perform these analyses based on accrual accounting principles, identifying any unusual fluctuations.
Modified Cash Basis:
Cash Flow Analysis: Focus on cash flow trends and the impact of any modifications to the cash basis, ensuring clarity on cash positions and liquidity.
7. Judgment and Professional Skepticism
Both Frameworks:
Professional Judgment and Skepticism: Apply professional judgment and maintain skepticism throughout the assessment, questioning assumptions and seeking evidence.
8. Reporting Findings
IFRS for SMEs:
Detailed Reporting: Provide a detailed report on compliance with IFRS for SMEs, including any issues or areas of concern.
Modified Cash Basis:
Framework Disclosure: Clearly disclose the use of the modified cash basis, including the rationale and any modifications. Report on consistency and stakeholder agreement.
By adapting the evaluation process to the specific accounting framework followed by the close corporation, the accounting officer can ensure the appropriateness of the accounting policies and provide relevant insights into the financial statements.
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