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IFRS - there's nowhere to hide - Grant Thornton

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Volume 2. November 2005 3<br />

the<br />

Guest<br />

line: To audit or not <strong>to</strong> audit<br />

By Linda de Beer, Senior Executive - Standards, South<br />

African Institute of Chartered Accountants (SAICA)<br />

Significant debate surrounds the nation's proposed corporate law<br />

reform, with the following questions being anxiously posed:<br />

<br />

<br />

<br />

<br />

should all companies be subjected <strong>to</strong> an audit<br />

do smaller companies only need an accounting officer's report<br />

should close corporations be abolished<br />

must every company comply with International Financial<br />

Reporting Standards (<strong>IFRS</strong>) including small companies<br />

Yet the debate has not addressed the heart of the matter, thereby<br />

rendering it impossible <strong>to</strong> come up with the appropriate answers.<br />

Corporate law - limited liability<br />

Of crucial importance is an appreciation of a vital principle of<br />

corporate law, that of limited liability which comes with<br />

extended responsibility. The shareholders or members of a<br />

limited liability entity (company or close corporation) have the<br />

privilege of decision-making, acting and running operations for<br />

which they, in their individual capacity, only take limited<br />

responsibility, albeit financial or otherwise.<br />

For this privilege, the limited liability entity must 'pay' by making<br />

information available <strong>to</strong> its stakeholders in a responsible,<br />

transparent and unbiased manner.<br />

The Triple Bot<strong>to</strong>mline<br />

Gone are the days when a company or close corporation could<br />

think it was only accountable <strong>to</strong> its shareholders or members.<br />

No company is an island; it is part of a complex infrastructure<br />

and, as a corporate citizen, it is accountable <strong>to</strong> the community,<br />

employees and others.<br />

Good governance requires a balance between economic,<br />

environmental and social interests, often referred <strong>to</strong> as the triple<br />

bot<strong>to</strong>m line.<br />

Public protection<br />

With this in mind, the broad objectives of corporate law can be<br />

evaluated and only then can all of the related questions be<br />

answered.<br />

The first such objective refers <strong>to</strong> protection for inves<strong>to</strong>rs and<br />

other stakeholders. As an economy dependent upon foreign<br />

investment, South African corporate law should give all inves<strong>to</strong>rs<br />

the peace of mind that financial reporting standards of the highest<br />

quality are applicable.<br />

South African corporate law should be in line with international<br />

best practice and the requirements should be familiar and<br />

understandable for a prospective foreign inves<strong>to</strong>r.<br />

Furthermore, mechanisms should be built in<strong>to</strong> law <strong>to</strong> ensure that<br />

external stakeholders such as shareholders, minorities, employees,<br />

credi<strong>to</strong>rs, suppliers, consumers and the public at large are<br />

protected. This can be done by spelling out the duties and<br />

obligations of direc<strong>to</strong>rs, financial reporting requirements, good<br />

governance principles, civil litigation processes and capital<br />

maintenance mechanisms.<br />

Impact on smaller businesses<br />

The objective of public protection must be balanced by the<br />

importance of small business within our economy. If South<br />

African corporate law does not encourage entrepreneurs <strong>to</strong><br />

establish small and medium sized businesses, our socio-economic<br />

problems such as the need for job creation and skills development<br />

will never be adequately addressed.<br />

HÄGAR the Horrible by Dik Browne

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