IAS 24 : Related Party Disclosures Flashcards
Related party relationships and transactions between related parties are a normal feature of commerce and business. Many entities carry on their business activities through subsidiaries, joint ventures, and associates and there are inevitably
transactions between these parties. The investor, in these circumstances, has the ability to affect the financial and operating policies of the investee. [IAS 24.5]
It is also common for entities under common control, which are not a group for financial reporting purposes, to
transact with each other. The disclosures considered necessary in such circumstances are addressed by IAS 24 – Related Party Disclosures.
The related party issue
The problems posed by related party relationships and transactions are described in IAS 24 as follows:
‘A related party relationship could have an effect on the profit or loss and financial position of an entity. Related parties may enter into transactions that unrelated parties would not. For example, an entity that sells goods to its parent at cost might not sell on those terms to another customer. In addition, transactions between related parties may not be made at the same amounts as between unrelated parties.
The profit or loss and financial position of an entity may be affected by a related party relationship even if related party transactions do not occur. The mere
existence of the relationship may be sufficient to affect the transactions of the entity with other parties. For example, a subsidiary may terminate relations with a trading partner on acquisition by the parent of a fellow subsidiary engaged in the same activity as the former trading partner. Alternatively, one party may refrain from acting because of the significant influence of another – for example, a subsidiary may be instructed by its parent not to engage in research and development.’ [IAS 24.6-7].
Possible solutions - Re-measurement of related party transactions at fair values
One solution to the problems posed by related party relationships and transactions is to adjust the financial statements to value related party transactions as if they occurred with an independent third party and recognise any such transactions at an arm’s length
price.
However, the agreement for over thirty years is that it is often impossible to establish what would have been the terms of any non-arm’s length transaction had it
been negotiated on an arm’s length basis. This is because no comparable transactions may have taken place and, in any event, the transaction might never have taken place at all if it had been negotiated using different values.
Possible solutions - Disclosure of transactions
Because of this problem, accounting standards internationally require disclosure of related party transactions and relationships, rather than adjustment of the financial statements. This approach is adopted by the IASB in IAS 24 which is a disclosure standard. IAS 24 does not establish any recognition or measurement requirements. Related party transactions are accounted for in accordance with the requirements of the IFRS applicable to the transaction. The disclosures required by IAS 24 are in addition to those required by other IFRSs. For example, a loan to a related party will also be subject to the disclosure requirements of IFRS 7 – Financial Instruments: Disclosures.
The purpose of disclosing information required by IAS 24 is to give users of the financial statements information about transactions and whether they are at market terms, outstanding balances, including commitments, and relationships with related parties that may affect their assessment of an entity’s operations, including assessments of the risks and opportunities facing an entity. [IAS 24.8].
Objective
IAS 24 states that its objective ‘is to ensure that an entity’s financial statements contain the disclosures necessary to draw attention to the possibility that its financial position and profit or loss may have been affected by the existence of related parties and by
transactions and outstanding balances, including commitments, with such parties’. [IAS 24.1].
Accordingly, IAS 24 requires disclosure of related party transactions and outstanding balances, including commitments, together with the names of any parties who control the reporting entity.
Scope 1
IAS 24 applies in:
(a) identifying related party relationships and transactions;
(b) identifying outstanding balances, including commitments, between an entity and its related parties;
(c) identifying the circumstances in which disclosure of the items in (a) and (b) is required; and
(d) determining the disclosures to be made about those items. [IAS 24.2].
The standard explicitly requires disclosure of related party relationships, transactions and outstanding balances, including commitments, in both the consolidated and separate financial statements of a parent or investors with joint control of, or significant
influence over, an investee presented in accordance with IFRS 10 – Consolidated Financial Statements – or IAS 27 – Separate Financial Statements. The standard also
applies to individual financial statements. [IAS 24.3]
Scope 2
All entities within a group that prepare their financial statements under IFRS must disclose related party transactions and outstanding balances with other entities in the group in the entity’s own financial statements. [IAS 24.4]. There are no disclosure exemptions for subsidiaries, or for parent companies that produce separate financial statements even where those separate financial statements are issued with the consolidated financial statements of the group of which they are a part. The IASB considers that the financial statements of an entity that is part of a consolidated group may include the effects of extensive intragroup transactions.
Therefore, it concluded that the disclosures required by IAS 24 are essential to understanding the financial
position and financial performance of such an entity and should be required for separate financial statements presented in accordance with IAS 27. The IASB also believes that disclosure of intragroup transactions is essential because external users of the financial statements need to be aware of the interrelationships between related parties, including the level of support provided by related parties, to assist in their economic decisions. [IAS 24.BC16-17].
Scope 3
The standard notes that ‘intragroup related party transactions and outstanding balances are eliminated in the preparation of consolidated financial statements of the group’. [IAS 24.4]. This implies that disclosure of such transactions and balances is not required in the group’s consolidated financial statements since, so far as those financial statements are concerned, such items do not exist.
However, transactions and balances between an investment entity and those of its subsidiaries, held as part of an investment portfolio that are measured at fair value through profit or loss and not consolidated in accordance with IFRS 10 should be disclosed in the consolidated financial statements. [IAS 24.4].
IDENTIFICATION OF A RELATED PARTY AND RELATED PARTY TRANSACTIONS
IDENTIFICATION OF A RELATED PARTY AND RELATED PARTY TRANSACTIONS
A related party is defined as ‘a person or entity that is related to the entity that is preparing its financial statements (the “reporting entity”)’. [IAS 24.9]. The definition of related parties is reciprocal. The use of the word ‘party’ means that the disclosure applies to both individuals and to entities. The factors considered in the identification of a related party is consistent whether the controlling party is a person or an
entity.
The Standard applies the idea of an extended group. The extended group includes joint ventures and associates of the parent (that are related to the subsidiaries of the parent), joint ventures and associates of a parent’s subsidiary (that are related to the subsidiaries of the parent) and subsidiaries of an associate or a joint venture (that are related to
the parent).
The standard contains a multi-part definition of ‘related party’ and the following are considered to be related parties of the reporting entity:
- certain persons or a close member of that person’s family;
- entities that are members of the same group;
- entities that are associates or joint ventures;
- entities that are joint ventures of the same third party;
- entities that are joint ventures and associates of the same third entity;
- post-employment benefit plans;
- entities under control or joint control of certain categories of persons or close members of such a person’s family;
- entities under significant influence of certain categories of persons or close members of such a person’s family;
- entities, or any member of the group of which they are a part, that provide key management personnel services; and
- government-related entities.
The standard emphasises that attention should be directed to the substance of the relationship and not merely the legal form. [IAS 24.10].
A related party transaction is a transfer of resources, services or obligations between a reporting entity and a related party, regardless of whether a price is charged. [IAS 24.9].
Persons or close members of a person’s family that are related parties 1
A person or close member of that person’s family is related to a reporting entity if that person:
(i) has control or joint control over the reporting entity;
(ii) has significant influence over the reporting entity; or
(iii) is a member of the key management personnel of the reporting entity or of a parent of the reporting entity. [IAS 24.9].
Close members of a family of a person are defined as ‘those family members who may be expected to influence, or be influenced by, that person in their dealings with the entity’ and include:
(a) that person’s children and spouse or domestic partner;
(b) children of that person’s spouse or domestic partner; and
(c) dependants of that person or that person’s spouse or domestic partner. [IAS 24.9]
Persons or close members of a person’s family that are related parties 2
The Interpretations Committee confirmed in May 2015 that the definition appears to provide no scope to argue that there are circumstances in which the specific family members described in (a) to (c) above are not related parties. Dependants are not limited to children and may include other relatives depending on the facts and circumstances.
The Interpretations Committee observed that the definition of close members of the family of a person:
- is expressed in a principle-based manner and involves the use of judgement to determine whether members of the family of a person (including that person’s parents) are related parties or not; and
- includes a list of family members that are always considered close members of the family of a person.
Persons or close members of a person’s family that are related parties 3
The Interpretations Committee further noted that the list of family members that are always considered ‘close members’ is non-exhaustive and does not preclude other family members from being considered as close members of the family
of a person. Consequently, other family members, including parents or grandparents, could qualify as close members of the family depending on the assessment of specific facts and circumstances. Therefore, the Interpretations Committee determined that neither an Interpretation nor an amendment to the Standard was necessary and therefore decided not to add this issue to
its agenda.
IAS 24 does not elaborate on the meaning of ‘may be expected to influence, or be influenced by, that person’. A narrow interpretation is that the standard explicitly
mentions only those instances where such influence is expected without doubt. Thus, a relationship with, for example, siblings or relatives that are even more
distant would need to be assessed to determine whether there is evidence of sufficient influence. A broader interpretation would support the fact that the mere
existence of the family relationship is sufficient to trigger the disclosure requirements included in IAS 24.
Persons or close members of a person’s family that are related parties 4
Relationships involving a person or close family members as investors are illustrated in the following examples, which are based on illustrative examples published by the IASB, which accompany, but are not part of IAS 24.
Example 35.1: Person as investor
Example 35.2: Close members of the family holding investments
- refer OneNote
Persons or close members of a person’s family that are related parties - Control
The definition of ‘control’ in IAS 24 is a cross-reference to the definition in IFRS 10. IFRS 10 states that ‘an investor controls an investee when the investor is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee’. [IFRS 10 Appendix A].
…
Persons or close members of a person’s family that are related parties - Joint control
The definition of ‘joint control’ in IAS 24 is a cross-reference to the definition in IFRS 11 – Joint Arrangements. IFRS 11 defines joint control as ‘the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require the unanimous consent of the parties sharing control’. [IFRS 11 Appendix A].
In the definition of a related party, a joint venture includes subsidiaries of the joint venture. [IAS 24.12]. Therefore, for example, the subsidiary of a joint venture and the investor who has joint control are related to each other.
Persons or close members of a person’s family that are related parties - Significant influence
The definition of ‘significant influence’ in IAS 24 is a cross-reference to the definition in IAS 28 – Investments in Associates and Joint Ventures. IAS 28 defines significant influence as ‘the power to participate in the financial and operating policy decisions of the investee but is not control or joint control of those policies’. [IAS 28.3].
In the definition of a related party, an associate includes subsidiaries of the associate. Therefore, for example, the subsidiary of an associate and the investor who has significant influence over the associate are related to each other. [IAS 24.12].
Persons or close members of a person’s family that are related parties - Key management personnel
‘Key management personnel’ are those persons with authority and responsibility for planning, directing and controlling the activities of an entity, directly or indirectly,
including any director (whether executive or otherwise) of that entity. [IAS 24.9].
A related party includes all key management personnel of a reporting entity and of a parent of the reporting entity. This means that all key management personnel of all parents (i.e. the immediate parent, any intermediate parent and the ultimate parent) of a reporting entity are related parties of the reporting entity. When the reporting entity’s financial statements represent a group, key management personnel of subsidiaries might not be key management personnel of the group if those persons do not participate in the management of the group.
Persons or close members of a person’s family that are related parties 5
Some entities may have more than one level of key management. For example, some entities may have a supervisory board, whose members have responsibilities similar to those of non-executive directors, as well as a board of directors that sets the overall operating strategy.
All members of either board will be considered to be key
management personnel
Persons or close members of a person’s family that are related parties 6
The definition of key management personnel is not restricted to directors. It also includes other individuals with authority and responsibility for planning, directing and controlling the activities of an entity. The main intention of the definition is presumably to ensure that transactions with persons with responsibilities similar to those of directors, and the compensation paid to such persons, do not escape disclosure simply because they are not directors. Otherwise, there would be an obvious loophole in the standard.
For example, in some jurisdictions, a chief financial officer or a chief operating officer may not be directors but could meet the definition of key management
personnel. Other examples of the type of persons who are not directors but may meet the definition of key management personnel include a divisional chief executive or a director of a major trading subsidiary of the entity, but not of the entity itself, who nevertheless participates in the management of the reporting entity. A reference to individuals who are not directors in a reporting entity’s business review or management
discussion and analysis might indicate that those persons are considered to be key management personnel.
Persons or close members of a person’s family that are related parties 7
‘Key management personnel’ are normally employees of the reporting entity (or of another entity in the same group). However, the definition does not restrict itself to employees.
Therefore, seconded staff and persons engaged under management or outsourcing contracts may also have a level of authority or responsibility such that they
are ‘key management personnel’.
Persons or close members of a person’s family that are related parties 9
The definition of key management personnel refers to ‘persons’. In some jurisdictions, the term ‘person’ includes both a ‘corporate person’ and a ‘natural person’. Additionally, in some jurisdictions, a corporate entity must by law have the authority and responsibility for planning, directing and controlling the activities of an investment fund for the benefit of the fund’s investors in accordance with the fund’s constitution and relevant statutes (i.e. the corporate entity is the body acting as key management personnel). IAS 24 clarifies that if a reporting entity receives key management personnel services from another entity (described as a ‘management entity’) the disclosure requirements for key management personnel compensation (see 2.2.9 below) do not apply to the compensation paid or payable by the management entity to the management entity’s employees or directors. [IAS 24.17A]
Instead, amounts incurred for the service fee paid or payable by the reporting entity to the separate management entity for provision of key management personnel services are disclosed. [IAS 24.18A]. As
a result of identifying the management entity as a related party of the reporting entity, other transactions with the management entity, such as loans, are also disclosed by the reporting entity.
Entities that are members of the same group 1
‘An entity is related to a reporting entity if:
(i) The entity and the reporting entity are members of the same group (which means that each parent, subsidiary and fellow subsidiary is related to the
others) .’ [IAS 24.9(b)].
IAS 24 does not define group, parent and subsidiary. However, these terms are defined in IFRS 10 as follows:
• a group is ‘a parent and its subsidiaries’;
• a parent is ‘an entity that controls one or more entities’; and
• a subsidiary as ‘an entity that is controlled by another entity’. [IFRS 10 Appendix A].
Entities that are members of the same group 2
Therefore, all entities controlled by the same ultimate parent are related parties. This would include entities where the reporting entity holds less than a majority of the voting rights but which are subsidiaries as defined in IFRS 10. There are no exceptions to this rule.
Example 35.3: Entities that are members of the same group
*refer OneNote
Entities that are associates or joint ventures 1
‘An entity is related to a reporting entity if:
…
(ii) One entity is an associate or joint venture of the other entity (or an associate or joint venture of a member of a group of which the other entity is a member).’ [IAS 24.9(b)].
IAS 24 does not define associate or joint venture. However, these terms are defined in IAS 28 and IFRS 11. IAS 28 defines an associate as ‘an entity over which the investor has significant influence’. [IAS 28.3]. IFRS 11 defines a joint venture as ‘a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the arrangement’.
[IFRS 11 Appendix A].
Entities that are associates or joint ventures 2
Any entity that a reporting entity determines is an associate under IAS 28 or a joint venture under IFRS 11 is a related party. This requirement further applies to investments in associates or joint ventures held by a venture capital organisation, mutual fund, unit trust or similar entity including unit-linked insurance funds, even where the investment is accounted for at fair value through profit or loss under IFRS 9 – Financial Instruments – rather than under the equity method.
Likewise, any reporting entity that is an associate or joint venture of another entity must treat that investor entity as a related party.
Entities that are associates or joint ventures 3
As noted above, in the definition of a related party, an associate includes subsidiaries of the associate and a joint venture includes subsidiaries of the joint venture. Therefore, for example, an associate’s subsidiary and the investor that has significant influence over the associate are related to one another.
[IAS 24.12].
The definition also means that an associate of a reporting entity’s parent is also a related party of the reporting entity. However, the definition does not cause investors in a joint venture or an associate to be related to each other (see Parties that are not related parties below). Investors in joint operations (as defined in IFRS 11) are also not related to each other.
Entities that are associates or joint ventures 4
The application of these requirements is illustrated in the example below, which is based on an illustrative example accompanying IAS 24. The example mainly focuses on the application of the requirements to associate entities.
Example 35.4: Associates of the reporting entity’s group that are related parties
*refer OneNote
Entities that are associates or joint ventures - Joint operations
IAS 24 defines ‘joint ventures’ of the reporting entity as related parties. The definition of a joint venture in IFRS 11 excludes joint operations, so that an investment in a joint operation is not a related party.
A transaction with a joint operation is either a transaction by the reporting entity with itself or a transaction with the other joint operator which would not be a related party unless it otherwise met the related party definition in IAS 24 for some other reason (e.g. because it was an entity controlled by a member of key management personnel).
Entities that are joint ventures of the same third
party 1
‘An entity is related to a reporting entity if:
…
(iii) Both entities are joint ventures of the same third party.’ [IAS 24.9(b)].
This is illustrated by the following example:
Example 35.5: Entities that are joint ventures of the same third party
*refer OneNote
Entities that are joint ventures of the same third
party 2
If, however, Entities S and A were only associates (rather than joint ventures) of the same third party then they would not be related parties. In the Basis for Conclusions to IAS 24, it was explained that a distinction was made between joint ventures and
associates because the IASB considered that ‘significant influence’ was not as close
a relationship as control or joint control.
[IAS 24.BC19(a)].
As noted above, in the definition of a related party, a joint venture includes subsidiaries of the joint venture. Therefore, for example, a joint venture’s subsidiary and the investor that has joint control over the joint venture are related to each other. [IAS 24.12].
Entities that are joint ventures and associates of the same third entity
‘An entity is related to a reporting entity if:
…
(iv) One entity is a joint venture of a third entity and the other entity is an associate of the third entity.’
[IAS 24.9(b)].
This definition treats joint ventures in a similar manner to subsidiaries as illustrated in Examples 35.3 and 35.5 above and therefore an associate and a joint venture are related parties where they share the same investor. This is illustrated in the example below:
Example 35.6: Entities that are joint ventures and associates of the same third entity *refer OneNote
Post-employment benefit plans 1
‘An entity is related to a reporting entity if:
…
(v) The entity is a post-employment benefit plan for the benefit of employees of either the reporting entity or an entity related to the reporting entity. If the reporting entity is itself such a plan, the sponsoring employers are also related to the reporting entity.’
[IAS 24.9(b)].
The standard does not indicate why a post-employment benefit plan is a related party of the entity. Presumably, the reason for including this category is that an entity
sponsoring a post-employment benefit plan generally has at least significant influence over the plan.
Post-employment benefit plans 2
The definition is quite wide-ranging and includes post-employment benefit plans of any entity related to the reporting entity. This includes, for example, post-employment benefit plans of an associate or joint venture of the reporting entity or a post employment benefit plan of an associate of the reporting entity’s parent.
Sponsoring employers are also related parties of a post-employment benefit plan.
Entities under control or joint control of certain persons or close members of their family
‘An entity is related to a reporting entity if:
…
(vi) The entity is controlled or jointly controlled by a person or close member of that person’s family who has control or joint control over the reporting entity, has significant influence over the reporting entity or is a member of key management personnel of the reporting entity.’ [IAS 24.9].
This is intended to cover situations in which an entity is controlled or jointly controlled by a person or close family member of that person and that person or close family member also controls, jointly controls, has significant influence over, or is a member of key management personnel of, the reporting entity. The situation whereby one company owns another is covered by Example 35.3 above.
This is illustrated below:
Example 35.7: Persons who control an entity and are a member of the key management personnel of another entity *refer OneNote
Entities under significant influence of certain persons or close members of their family
‘An entity is related to a reporting entity if:
…
(vii) A person or a close family member of that person who has control or joint control over the reporting entity has significant influence over the entity or is a member of the key management personnel of the entity (or of a parent of the entity).’ [IAS 24.9(b)].
This is the reciprocal of Entities under control or joint control of certain persons or close members of their family and is illustrated in Example 35.7 above.
Entities that are significantly influenced by the same person or close member of that person’s family or who simply share the same key management personnel are not related parties in the absence of any control or joint control by those persons (see Parties that are not related parties below).
Entities, or any member of the group of which they are a part, that provide key management personnel services
‘An entity is related to a reporting entity if:
…
(viii) The entity, or any member of a group of which it is a part, provides key management personnel services to the reporting entity or to the parent of the reporting entity.’
[IAS 24.9(b)].
This is intended to cover situations in which an entity (described as a ‘management entity’), or a member of its group, provides key management personnel services to the reporting entity (see Disclosure of key management personnel compensation and Disclosure of expense incurred with management entity below)
It applies to the provision of key management personnel services by the separate management entity. Staff acting for the management entity that are responsible for planning, directing and controlling the activities of the reporting entity are not considered to be key management personnel of the reporting entity. It is not necessary to look through the management entity to determine natural persons as key management personnel.
Example 35.8: Entities that provide key management personnel services to a reporting entity *refer OneNote
Government-related entities 1
A ‘government-related entity’ is an entity that is controlled, jointly controlled or significantly influenced by a government. [IAS 24.9].
‘Government’ in this context refers to government, government agencies and similar bodies whether local, national or international. [IAS 24.9]. This is the same as the definition used in IAS 20 – Accounting for Government Grants and Disclosure of Government Assistance.
The Board decided that it would not provide a more comprehensive definition or additional guidance on how to determine what is meant by ‘government’. In the Board’s view, a more detailed definition could not capture every conceivable government structure across every jurisdiction. In addition, judgement is required by a reporting entity when applying the definition because every jurisdiction has its own way of organising government-related activities. [IAS 24.BC41]. This implies that there may well be diversity in practice across different jurisdictions in defining what is meant by ‘government’.