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GOVERNMENT ASSOCIATION OF CERTIFIED PUBLIC ACCOUNTANTS
SEC UPDATES Hon. Antonieta Fortuna-Ibe Commissioner, SEC July 21, 2016
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SEC Updates Financial Reporting, Accreditation of External Auditors and Quality Assurance Review Corporate Governance Corporate Registration Securities Registration and Monitoring Information and Communication Technology Inter-agency Coordination Memorandum Circulars Issued in 2015 And 2016
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Financial Reporting, Accreditation of External Auditors and Quality Assurance Review
Objectives: Amendments to SRC Rules 68, as amended To improve SEC’s financial reporting regulations and enhance compliance by covered corporations; To enhance the guidelines on accreditation of external auditors and audit firms; To improve the reliability of audits and align regulation with global practices through the adoption of an oversight assurance review system; and To adjust the financial statement requirements for registration of securities in preparation for the ASEAN Capital Market Integration.
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Financial Reporting, Accreditation of External Auditors and Quality Assurance Review
Amendments to Rules 68, as Amended Among the significant changes in financial reporting: To incorporate significant interpretations and clarifications issued by the Commission through the Financial Reporting Bulletins. To improve the form and contents of schedules required from non-stock non-profits organizations – e.g. requirement for audited financial statements. To provide clarity of the coverage of the Statement of Management’s Responsibility and the requirement of an auditor’s over schedules. To incorporate in the rule the best corporate governance practices that are directly related to the preparation and audit of financial statements To provide clarity and easy reference to the basis of testing materiality of findings on financial statements reviewed by the Commission. To clarify the requirement for the amendment of the financial statements in case there are noted material deficiencies or misstatements therein.
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Financial Reporting, Accreditation of External Auditors and Quality Assurance Review
Amendments to Rules 68, as amended Among the proposed amendments relating to accreditation of External Auditors and Audit Firms: Changes in the composition of Groups A to C categories of regulated entities Removal of the Group D category. Adoption of a Quality Assurance Review System (QARS) for external auditors of regulated entities. To adopt a partnership structure of the practitioner-applicants. To require a 2-partner accreditation to comply with the 5-year rotation requirement. To provide a disqualification from accreditation in case of a derogatory record The audited financial statements to be evaluated for applicants shall no longer be his top two (2) clients in terms of total assets but the audited financial statements of his two clients to be randomly selected by the Commission Findings by the Commission pursuant to its Annual Review Project will be included in the evaluation of the audit quality of the applicants. Cooling off period for re-application or request for an upgrade An applicant can only avail of probationary or conditional accreditation only once.
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Implementation of the SEC Oversight Assurance Review
Financial Reporting, Accreditation of External Auditors and Quality Assurance Review Implementation of the SEC Oversight Assurance Review SOAR is an on-site review of the quality control policies and procedures of SEC accredited auditing firms and review of portions of the audit work of selected audit engagements from time to time.
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Corporate Governance Corporate Governance
Proposed amendments to SEC Revised Code of Corporate Governance. Proposed issuance of Guidelines for Related Party Transactions. The holding of Corporate Governance Forum on August 3, 2016 Amendment of the ASEAN Corporate Governance Scorecard
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Corporate Registration
“Ease of Doing Business” Company Registration System Opening Satellite Offices
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Securities Registration and Monitoring
Additional Requirements for Registration of Securities BIR Tax Compliance Certificate Certification from the in-house counsel of the registrant enumerating all of its pending legal proceedings, including those of its subsidiaries and affiliates, whether material or not Specific dividend policy of the registrant and all of its subsidiaries; and Certification from the issuer that all of its subsidiaries and affiliates have filed their recent audited financial statements with the SEC. Joint Certification of the Issuer and Underwriter that any change or revision introduced in the Registration Statement is made known to each other. Issuance of Unitized Mutual Funds New Trading System of the Philippine Stock Exchange or PSE
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Investors Protection Issuance of advisories to the public warning them of the reported scams Enhanced coordination with the law enforcement agencies and local government units to apprehend perpetrators of investment scams. More aggressive educational campaigns versus these scams Filing criminal complaints with the Department of Justice against perpetrators of investment scams Acquisition and installation of a new market surveillance system.
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Information and Communication Technology
New ICT Systems Procurement Monitoring Tracking System Certification Issuance System XBRL System
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Legislative Agenda Proposed Amendments to the Corporation Code
To further strengthen the enforcement power of the Commission and to effectively carry out its mandate to promote good corporate governance Proposals to allow the creation of a one-man corporation, to provide perpetual corporate term and to include good corporate governance practices. Proposed amendment to the Securities Regulation Code Strengthening of SEC enforcement power Passage of Collective Investments Act
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Inter-Agency Coordination
Financial Sector Forum Council for Accreditation and Quality Control of Practicing CPAs Financial Stability Coordinating Council National Law Enforcement Coordinating Committee Committee on Compilation of Data on Other Financial Corporations
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TITLE/BRIEF DESCRIPTION Corporate Registration Corporate Registration
SEC Updates: 2015 SEC MEMORANDUM CIRCULARS/Financial Reporting Bulletin MC No. TITLE/BRIEF DESCRIPTION DATE ISSUED AREA 1 Deadline Extension for Amendment of the Principal Office Address January 7, 2015 Corporate Registration 2 Additional Guidelines on Corporate Governance Training Programs and Lectures January 8, 2015 Corporate Governance 3 Filing of Annual Corporate Governance Report January 14, 2015 4 Amendment to Section 3 of SEC Memorandum Circular No. 19, Series of 2014 February 13, 2015 Corporate Registration 5 Amendments on the Guidelines and Procedures on the Use of Corporate and Partnership Names May 29, 2015 6 Guidelines on the Use of Corporate Names of Corporations with Dissolved and Revoked Certificates of Registration June 2, 2015 7 : Standards and Rules For Accreditation of Special Accessing Entities to the Credit Information System July 10, 2015 Credit Information 8 July 31, 2015 9 Final Extension for Amendment of Principal Office Address July 2, 2015 FRB No. 18 Age Requirement for Financial Statements December 22, 2015 Financial Reporting
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SEC Updates: 2016 SEC MEMORANDUM CIRCULARS/FINANCIAL REPORTING BULLETIN
MC No. TITLE/BRIEF DESCRIPTION DATE ISSUED AREA 1 Filing of Annual Financial Statements and General Information Sheet January 11, 2016 Financial Reporting 2 Additional Requirement for Accreditation as Auditing Firms/Sole Practitioner February 11, 2016 3 Enforcement of Republic Act 9510 Over Financing Companies April 5, 2016 Credit Information 4 Guidelines to be Observed by Hearing Officers in Handling Petitions Pursuant to the Provisions of Judicial Affidavit Rule (A.M. No SC, September 4, 2012) May 5, 2016 Administrative Proceedings 5 Removing the Periods for Filing Petitions to Set Aside Orders of Revocation or Orders Suspension of Corporations for Failure to Comply with the Reportorial Requirements June 9, 2016 Corporate Registration 6 Omnibus Guidelines on Principal Office Address; Address of Each Incorporator, Director, Trustee or Partner 7 Compliance with Republic Act 9510 June 21, 2016 8 Exemption from the 5% Liquidity Requirement of Mutual Fund Index Trackers June 28, 2016 Registration of Securities FRB No. 19 Expectations for an Effective Audit Function May 3, 2016
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SEC Updates Conclusion
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Thank you!
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