Pan-Pacific Conference XXXIV. Designing New Business Models in Developing Economies

waste. A person without any powers cannot be
responsible.
SIGNING BY A NON-AUTHORIZED PERSON
There may be cases where a person is
responsible for financial reporting but is not legally
authorized to represent the company, such as a legally
non-authorized head of accounting. The signature of this
person is necessary, because she is responsible for
financial reporting. The responsible person confirms with
their signature the correct accounting recognition and
presentation of the business transactions. If the Chairman
of the Board of Directors or the owner is not a
practitioner, he is regularly unable to confirm the
accounting correctness of the business transactions. He
can only confirm that, according to his knowledge, all
facts are presented; but not, whether they are presented
correctly. There would be a gap without the signature of
the responsible person [21].
REPRESENTATION AND OUTSOURCING
The possibility that a deputy signs the annual
report is controversial. It can be inferred from the
meaning and purpose of the provision, that a
representation can only be admissible, if the represented
person knows the content of the annual report to be
signed. This follows from the real purpose of the signing,
namely, the statement of material knowledge and the
statement of intent, as well as the effect attached to it. It
is not sufficient, if the annual report is only signed by
persons authorized to sign [22]. For reasons of clarity, in
my opinion, it is also advantageous to define the deputy
responsibility in the By-Laws.
An external engaged person (eg. a consultant) may not
sign the annual report, since the text of the provision
speaks of the person responsible for the financial
reporting within the company [23].
consulting firm. As mentioned earlier, the external
assigned person may not sign the annual report.
CONCLUSION
A person who signs the annual report confirms
by their signature the completeness and accuracy of the
annual report as well as their knowledge of the presented
business transactions.
Law and legal materials do not provide any
information as to when a person is responsible for
financial reporting. The responsibility term is not
defined. A person is responsible for financial reporting, if
she is empowered to make final decisions about business
transactions, is liable for them, and has the necessary
expertise.
In the case of delegation, responsibility for
financial reporting can be derived from resolutions and
directives of the Board of Directors, the By-Laws,
governance rules, function and job descriptions as well as
other documents. If the documentation does not
correspond to reality, the responsibility question has to
be answered on the basis of the actual circumstances.
(References upon request)
SPECIALTIES OF VERY SMALL COMPANIES
If, for example, the Chairman of the Board of
Directors and the person responsible for the financial
reporting is the same person, only one signature is
required [24]. If the Chairman of the Board of Directors
is at the same time the only member of the Executive
Board and the preparatory and executing activities are
carried out at a downstream stage, the responsible person
shall be determined on basis of appropriate documents
and the actual design of the competencies [25].
SPECIALTIES OF COMPANIES WITHOUT
PERSONNEL
In the case of non-staffed companies, the
Chairman of the Board of Directors has to sign the
annual report, as no delegation of tasks can take place in
the absence of staff. This applies, for example, to holding
companies (financial holding company as parent
company) or intermediate holding companies, which
serve exclusively for financial purposes. In the case of
lack of personnel, preparatory, supporting and executing
activities, such as accounting, are transferred or ordered
to another company within the group or to an external
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