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           VIII. Financial Information
           










 

Part I

VIII. Financial Information

Introduction:

The purpose of this standard is to specify which financial statements must be included in the document, as well as the periods to be covered, the age of the financial statements and other information of a financial nature. The comprehensive bodies of accounting and auditing principles that will be accepted for use in preparation and audit of the financial statements will be determined by the host country. In this connection, in a separate project IOSCO is working with other international bodies with the goal of having comprehensive bodies of international accounting standards and international audit standards that could be used in cross border listings, offerings and periodic reports. If the company prepares both annual accounts of its entity and annual consolidated accounts for the group, both may be required to be provided. Certain countries may require separate financial statements of an entity other than the company to be provided. Certain countries also may require restated financial statements when there has been a material change to the company's group structure or accounting policies. In other cases, certain countries may require that specified information of a financial nature be disclosed in the document if it is not otherwise required by the body of generally accepted accounting principles used in preparing the financial statements. All of these specific country requirements are referenced in Part II. If the financial statements and other financial information are presented in a currency other than the host country currency, some countries may require that principal monetary figures also be stated in the host country currency.

Standard:

A. Consolidated Statements and Other Financial Information.

  1. The document must contain consolidated financial statements, audited by an independent auditor and accompanied by an audit report, comprised of:

    1. balance sheet;

    2. income statement;

    3. statement showing either (i) changes in equity other than those arising from capital transactions with owners and distributions to owners; or (ii) all changes in equity (including a subtotal of all non-owner items recognized directly in equity);

    4. cash flow statement;

    5. related notes and schedules required by the comprehensive body of accounting standards pursuant to which the financial statements are prepared; and

    6. if not included in the primary financial statements, a note analyzing the changes in each caption of shareholders' equity presented in the balance sheet.

  2. The document should include comparative financial statements that cover the latest three financial years, audited in accordance with a comprehensive body of auditing standards.

  3. The audit report(s) must cover each of the periods for which these international disclosure standards require audited financial statements. If the auditors have refused to provide a report on the annual accounts or if the report(s) contain qualifications or disclaimers, such refusal or such qualifications or disclaimers shall be reproduced in full and the reasons given, so the host country securities regulator can determine whether or not to accept the financial statements. Include an indication of any other information in the document which has been audited by the auditors.

  4. The last year of audited financial statements may not be older than 15 months at the time of the offering or listing; provided, however, that in the case of the company's initial public offering, unless the host country regulator permits otherwise, the audited financial statements also shall be as of a date not older than 12 months at the time the document is filed. In such cases, the audited financial statements may cover a period of less than a full year.

  5. If the document is dated more than nine months after the end of the last audited financial year, it should contain consolidated interim financial statements, which may be unaudited (in which case that fact should be stated), covering at least the first six months of the financial year. The interim financial statements should include a balance sheet, income statement, cash flow statement, and a statement showing either (i) changes in equity other than those arising from capital transactions with owners and distributions to owners, or (ii) all changes in equity (including a subtotal of all non-owner items recognized directly in equity). Each of these statements may be in condensed form as long as it contains the major line items from the latest audited financial statements and includes the major components of assets, liabilities and equity (in the case of the balance sheet); income and expenses (in the case of the income statement) and the major subtotals of cash flows (in the case of the cash flow statement). The interim financial statements should include comparative statements for the same period in the prior financial year, except that the requirement for comparative balance sheet information may be satisfied by presenting the year end balance sheet. If not included in the primary financial statements, a note should be provided analyzing the changes in each caption of shareholders' equity presented in the balance sheet. The interim financial statements should include selected note disclosures that will provide an explanation of events and changes that are significant to an understanding of the changes in financial position and performance of the enterprise since the last annual reporting date. If, at the date of the document, the company has published interim financial statements that cover a more current period than those otherwise required by this standard, the more current interim financial statements must be included in the document. Companies are encouraged, but not required, to have any interim financial statements in the document reviewed by an independent auditor. If such a review has been performed and is referred to in the document, a copy of the auditor's interim review report must be provided in the document.

  6. If the amount of export sales constitutes a significant portion of the company's total sales volume, provide the total amount of export sales and the percent and amount of export sales in the total amount of sales volume.

  7. Provide information on any legal or arbitration proceedings, including those relating to bankruptcy, receivership or similar proceedings and those involving any third party, which may have, or have had in the recent past, significant effects on the company's financial position or profitability. This includes governmental proceedings pending or known to be contemplated.

  8. Describe the company's policy on dividend distributions.

B. Significant Changes. Disclose whether or not any significant change has occurred since the date of the annual financial statements, and/or since the date of the most recent interim financial statements, if any, included in the document.

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