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The proposals build on the FRC’s work on “Boards and risk” and aim to raise the bar for risk management by boards and communication to the providers of risk capital about the risks faced by companies in which they invest and how they are managed or mitigated.
In response to concerns expressed on earlier proposals issued in January, these new proposals set out afresh how the FRC will implement the recommendations of Lord Sharman’s 2012 Inquiry ‘Going Concern and Liquidity Risks: Lessons for companies and auditors’. The Inquiry looked at the corporate governance and reporting lessons to be learnt from the failure of ostensibly healthy businesses in the financial crisis.
The FRC has made a key change in these proposals by bringing together its previous guidance on risk management and internal control with the assessment of the going concern basis of accounting; so encouraging the integrated assessment and reporting recommended by Lord Sharman.
Broader Risk Considerations and Role of the Auditor
The draft guidance sets out boards’ responsibilities for setting the company’s risk appetite, ensuring there is an appropriate risk culture throughout the organisation, and assessing and managing the principal risks facing the company, including risks to its solvency and liquidity. As now, boards should summarise the process applied in reviewing the effectiveness of the system of risk management and internal control. There is a new encouragement to explain what actions have been or are being taken to remedy any significant failings or weaknesses identified from that review.
Under the proposals, auditors will be required, in meeting their current requirement to consider whether reporting is fair, balanced and understandable, to consider and report if they are aware of any material matter in connection with the disclosure of principal risks that should be disclosed.
Solvency and Liquidity Risks and Going Concern
In response to the recommendations made by Lord Sharman the FRC proposes a new Corporate Governance Code provision and related guidance. They establish the need for a robust assessment by companies of how they manage or mitigate their principal risks, including risks to solvency and liquidity, and to explain which if any of those risks have also given rise to material uncertainties for the purposes of reporting on the company’s going concern basis of accounting. The FRC is, therefore, proposing to remove the current Code provision requiring listed companies to make a “going concern” statement. That statement is focussed on the narrow meaning of assessing the going concern basis of accounting, and so detracts from the broader integrated assessment and description of solvency and liquidity risks envisaged by Lord Sharman.
Banking considerations
The Sharman Inquiry also looked at whether a special disclosure regime is required for banks and concluded that this should not be necessary. The Inquiry considered it important that the FRC should clarify that a conclusion that a bank is or would be reliant, in stressed circumstances, on access to liquidity support from central banks that is reasonably assured, does not necessarily mean that the bank is not a going concern or that material uncertainty disclosures or an auditor’s emphasis of matter paragraph are required.
The FRC issued guidance for banks along those lines in January which found general support. Accordingly, the FRC is also now consulting on supplementary guidance to directors of banks updated only in respect of the proposed integrated guidance and developments in the regulatory regime.