Company Regulation Theory Flashcards

1
Q

COMPANY CHARACTERISTICS

A
  • Separate Legal Entity
  • Separation of Ownership/Control
  • Transfer of Ownership
  • Taxation
  • Limited Liability
  • Continuity of Existence
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2
Q

KEY DIFFERENCES between Public and large pty companies

A

Public company
1+
Min of 3 and 1 secretary. 2 of directors must reside in Aus
Unrestricted transfer of shares via listing on ASX. Can be offered to public
Once a year within 5 months of financial year ending. Shareholders need 28 days notice

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3
Q

KEY DIFFERENCES between public and Large pty companies

A

Large Proprietary company
1-50 shareholders
Min of 1. No secretary needed
Transfer of shares can be restricted on constitution. Can’t offer shares or debentures to public
No AGM needed

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4
Q

Definition of accounting standards

A

legal guidelines that must be followed by accountants of reporting entities in the preparation and presentation of financial information. They ensure the GPFS are consistent among all companies and provide a sound FP and FP.

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5
Q

Purpose of accounting standards

A
  • protecting external users
    External users can rely on financial reports to make informed decisions.
  • assisting directors in meeting their reporting obligations
    Directors comply to provide fair and transparent reports to shareholders who they are accountable to.
  • providing confidence to investors in the Australian capital markets
    Investors can be confident as there are clear, consistent processes and standards.
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6
Q

The purpose of the conceptual framework

A

to describe the objectives of, and concepts for, GPFR. This assists:
- The AASB in developing Australian Accounting Standards (AAS) that promote international accountability and are based on consistent concepts.
- Reporters in developing accounting policies that are consistent when no Accounting Standard exists.
- Individuals in understanding and interpreting the Standards.

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7
Q

What is a reporting entity

A

A reporting entity is an entity that is required to or chooses to prepare financial statements. An entity is required to prepare financial statements if it has public accountability meaning it has external/primary users (investors, lenders, creditors) reliant on their reports to make economic decisions. Public companies therefore are reporting entities, but may include proprietary companies as well if shareholders aren’t part of management but need financial information.

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8
Q

The objectives of general purpose financial reporting (long sentence)

A

to provide financial information about the reporting entity that is useful to potential and existing investors, lenders and other creditors in making decisions relating to providing resources to the entity and evaluating returns.

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9
Q

Fundamental characteristics of financial information

A
  • Relevance: Capable of making a difference in business decisions, meaning it is material and its omission or misstatement will influence decision making. Means it must have predictive or confirmatory value (future/past events).
  • Faithful representation: Information must be complete (all info necessary), neutral (no bias) and free from error.
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10
Q

Enhancing characteristics of financial information

A
  • Verifiability: Different people independently agree the economic events info is correct. Direct means verifying through direct observation like counting money and indirect means verifying through a recalculation eg depreciation.
  • Comparability: Information should allow users to see similarities and differences over time. Done through consistency in policies and methods over time.
  • Understandability: Users with reasonable knowledge can comprehend and interpret the information.
  • Timeliness: Info is available in time for it to influence decision making. Older means less useful.
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11
Q

Asset definition and recognition criteria

A

A present economic resource controlled by the entity as a result of past events.

An economic resource is a right that has potential to produce economic benefit.
Relevant- information must be useful to users of the financial statements and make a difference in their decision making.
Faithful Representation- Item must be honestly measured in monetary terms ie Historical cost, current value or an estimate. Transaction must be complete, free from bias and free from error. If it can be measured with a high degree of accuracy, it is faithful representation.

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12
Q

Liability definition and recognition criteria

A

A present obligation of the entity to transfer an economic resource as a result of past events.
Relevant- information must be useful to users of the financial statements and make a difference in their decision making.
Faithful Representation- Item must be honestly measured in monetary terms ie Historical cost, current value or an estimate. Transaction must be complete, free from bias and free from error. If it can be measured with a high degree of accuracy, it is faithful representation

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13
Q

Assets minus liabilities

A

Equity

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14
Q

Income and expense definitions and recognition criteria

A

Income is increases in assets, or decreases in liabilities, that result in increases in equity, other than those relating to contributions from holders of equity claims.
The recognition of income occurs at the same time as:
The initial recognition of an asset, or an increase in the carrying amount of an asset or
The derecognition of a liability, or a decrease in the carrying amount of liability

Expenses are decreases in assets, or increases in liabilities, that result in decreases in equity, other than those relating to distributions to holders of equity claims.
The recognition of expenses occurs at the same time as:
The initial recognition of a liability, or an increase in the carrying amount of a liability or
The derecognition of an asset, or a decrease in the carrying amount of an asset

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15
Q

Nature of Corp Act 2001

A

All companies are formed operated and wound up according to Corporations Act 2001. Administered by ASIC. Companies are required to prepare audited financial reports to be lodged with ASIC. Reporting entities must comply with accounting standards under Corp Act 2001.

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16
Q

Purposes/elements of Corp Act 2001

A

Replacable rules
Written constitution
Prospectus
Powers and duties of directors
Rights of shareholders

17
Q

Rights of shareholders

A

Listed in the RR and vary according to type of share held. Includes the rights to:
- Inspect company share register
- Receive dividends
- Receive due notice of meeting
- Attend, discuss and vote at shareholder meetings
- Get a copy of annual financial reports
- Dispose of their shares
- Return of capital in the case of liquidation

18
Q

Powers of directors

A

Under the RR, shareholders of a company delegate management of a business to a board of directors. The director powers include:
- Managing the business of the company
- Hiring and firing senior managers
- Delegating their powers
- Recommend dividends
- Approving selling of shares or lending of money
- Inspecting the books during legal proceedings

19
Q

Duties of directors

A

The Corp Act requires directors to exercise their powers and follow the duties of:
- Acting in good faith
- Acting with care and diligence
- No improper use of information or their position for personal gain or company detriment
- Inform other directors of any conflict between personal interest and company
- No insolvent trading

20
Q

Prospectus definition

A

A document issued by a public company inviting the public to purchase their shares. Must be reviewed by ASIC and ASX before being issued.

21
Q

Written constitution

A

Instead of just using the replaceable rules a company may choose to adopt its own constitution to regulate the internal operations of a company and to displace, modify or add to the RR.

22
Q

Replaceable rules

A

The basic rules for internally managing a company included in the Corp Act.

23
Q

Nature of IASB

A

Independent, private body that develops and improves International Financial Reporting Standards. 14 members.

24
Q

Role of IASB

A
  • Develop global standards
  • Cooperate with national standard setters
  • Develop IFRS (International Financial Reporting Standards)
  • Improve world financial reporting
  • Approve and issue interpretations of IFRS
25
Q

The company regulators

A
  • International Accounting Standards Board (IASB)
  • Financial Reporting Council (FRC)
  • Australian Accounting Standards Board (AASB)
  • Australian Securities and Investments Commission (ASIC)
  • Australian Securities Exchange (ASX)
26
Q

Nature of FRC

A

Established by federal government to oversee financial reporting and accounting standards in Australia

27
Q

Functions of FRC

A
  • Monitor development of world accounting standards
  • Give federal treasurer reports on the process of standard setting
  • Advisory body to AASB
  • Approve and monitor AASB plans
  • Appoint AASB members, except Chair who is appointed by treasurer
  • Establish committees and advisory groups
28
Q

Nature of AASB

A

Government body that considers the work of the IASB in issuing Australian standards for all reporting companies. Appointed by FRC except the Chair.

29
Q

Functions of AASB

A
  • Develop a Conceptual Framework
  • Adopt and develop Accounting Standards under Corporations Act for Australia
  • Formulate Accounting Standards for other purposes
  • Contribute to development of consistent worldwide accounting standards
  • Cost/benefit analysis of proposed accounting standards
  • Appoint staff to carry out its functions
30
Q

Nature of ASIC

A

Independent government body set up to administer ASIC Act 2001.

31
Q

Roles of ASIC

A
  • Check and approve company registration
  • Ensures financial markets are fair and transparent
  • Monitors audited financial statements to ensure they comply with accounting standards
  • Interprets acc’ing standards when necessary and issues these interpretations (practice notes)
  • Known as the Watchdog of Corporations Law as enforces law and can make orders that require compliance and investigate illegal activities
32
Q

Nature of ASX

A

Publicly listed company that provides facilities for listing and ownership transfer of public companies.

33
Q

Roles of ASX

A
  • Provide confidence in share trading
  • Monitor compliance with Listing Rules
  • Concerned with preparation and presentation of financial statements
34
Q

A lobby group is…

A

A group of people joined together to influence an authoritative body to serve their own interests. For example Group of 100 (an association made up of chief finance managers from Australia’s biggest 100 companies).

35
Q

Functions of lobby groups

A
  • try to influence reporting regulation outcomes to suit themselves
  • provide input by being made members of FRC, AASB or their higher ups
  • give feedback to existing and potential accounting regulations
36
Q

External audit definition

A

independent examination of the financial records prepared by reporting entities

37
Q

Purposes of external audit

A
  • protecting external users of financial statements
    External users rely on published reports to inform their financial decisions. Audit confirms reports provide a true and fair view of entities financial position and performance.
  • providing confidence to stakeholders in Australian capital markets
    Financial information has been seen by an objective professional and thus enhances users confidence that information has no errors or fraud.
38
Q

Role of an external auditor appointed by the shareholders and reappointed at the annual general meeting (AGM) is to…

A

perform an independent audit of the financial statements.
They report on whether financial statements are true and fair reflection of companies position and performance, conformity with AS, any wrongdoings like trading whilst insolvent or misstatement of facts.