INTERNATIONAL STANDARD ON AUDITING (UK AND IRELAND) 580 MANAGEMENT REPRESENTATIONS CONTENTS

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1 INTERNATIONAL STANDARD ON AUDITING (UK AND IRELAND) 580 MANAGEMENT REPRESENTATIONS CONTENTS Paragraph Introduction Acknowledgment by Management of its Responsibility for the Financial Statements Representations by Management as Audit Evidence Documentation of Representations by Management Action if Management Refuses to Provide Representations Effective Date Appendix: Example of a Management Representation Letter Appendix 2: Specific Management Representations the Auditor is Required by Other ISAs (UK and Ireland) to Obtain International Standard on Auditing (UK and Ireland) (ISA (UK and Ireland)) 580 Management Representations should be read in the context of the Auditing Practices Board s Statement The Auditing Practices Board - Scope and Authority of Pronouncements (Revised) which sets out the application and authority of ISAs (UK and Ireland). 1

2 Introduction 1. The purpose of this International Standard on Auditing (UK and Ireland) (ISA (UK and Ireland)) is to establish standards and provide guidance on the use of management representations as audit evidence, the procedures to be applied in evaluating and documenting management representations and the action to be taken if management refuses to provide appropriate representations This ISA (UK and Ireland) uses the terms those charged with governance and management. The term governance describes the role of persons entrusted with the supervision, control and direction of an entity. Ordinarily, those charged with governance are accountable for ensuring that the entity achieves its objectives, and for the quality of its financial reporting and reporting to interested parties. Those charged with governance include management only when they perform such functions In the UK and Ireland, those charged with governance include the directors (executive and non-executive) of a company or other body, the members of an audit committee where one exists, the partners, proprietors, committee of management or trustees of other forms of entity, or equivalent persons responsible for directing the entity s affairs and preparing its financial statements Management comprises officers those persons who perform senior managerial functions In the UK and Ireland, depending on the nature and circumstances of the entity, management may include some or all of those charged with governance (e.g. executive directors). Management will not normally include non-executive directors. 2. The auditor should obtain appropriate representations from management Written confirmation of appropriate representations from management, as required by paragraph 4 below, should be obtained before the audit report is issued. 2

3 Acknowledgment by Management of its Responsibility for the Financial Statements 3. The auditor should obtain audit evidence that management 1a acknowledges its responsibility for the fair presentation of the financial statements in accordance with the applicable financial reporting framework, and has approved the financial statements. The auditor can obtain audit evidence of management s acknowledgment of such responsibility and approval from relevant minutes of meetings of those charged with governance or by obtaining a written representation from management or a signed copy of the financial statements In the UK and Ireland, the auditor should obtain evidence that those charged with governance acknowledge their collective responsibility for the preparation of the financial statements and have approved the financial statements In the UK and Ireland, the directors of a company have a legal collective responsibility to prepare company and, where appropriate, group financial statements that give a true and fair view When the auditor has responsibility for reporting on the financial statements of a group of companies, acknowledgement by the directors of their responsibility for the financial statements applies to both the group financial statements and the financial statements of the parent undertaking. Representations by Management as Audit Evidence 1a 1b 4. The auditor should obtain written representations from management on matters material to the financial statements when other sufficient appropriate audit evidence cannot reasonably be expected to exist. The possibility of misunderstandings between the auditor and management is reduced when oral representations are confirmed by management in writing. Matters which might be included in a letter from management or in a confirmatory letter to management are contained in the example of a management representation letter in the Appendix to this ISA (UK and Ireland) 1b. In the UK and Ireland, those charged with governance are responsible for the preparation of the financial statements. The example letter does not include all management representations that ISAs (UK and Ireland) require the auditor to obtain. Appendix 2 gives a summary of the management representations the auditor is required by other ISAs (UK and Ireland) to obtain as at 15 December

4 4-1. It is advisable for the auditor to discuss the relevant matters with those responsible for giving written representations before they sign them to ensure that they understand what it is that they are being asked to confirm. 5. Written representations requested from management may be limited to matters that are considered either individually or collectively material to the financial statements. Regarding certain items it may be necessary to inform management of the auditor s understanding of materiality. 5.a. The auditor should obtain written representations from management that: (a) It acknowledges its responsibility for the design and implementation of internal control to prevent and detect error; and (b) It believes the effects of those uncorrected financial statements misstatements aggregated by the auditor during the audit are immaterial, both individually and in the aggregate, to the financial statements taken as a whole. A summary of such items should be included in or attached to the written representations. 6. During the course of an audit, management makes many representations to the auditor, either unsolicited or in response to specific inquiries. When such representations relate to matters which are material to the financial statements, the auditor will need to: (a) (b) (c) Seek corroborative audit evidence from sources inside or outside the entity; Evaluate whether the representations made by management appear reasonable and consistent with other audit evidence obtained, including other representations; and Consider whether the individuals making the representations can be expected to be well informed on the particular matters. 7. Representations by management cannot be a substitute for other audit evidence that the auditor could reasonably expect to be available. For example, a representation by management as to the cost of an asset is not a substitute for the audit evidence of such cost that an auditor would ordinarily expect to obtain. If the auditor is unable to obtain sufficient appropriate audit evidence regarding a matter which has, or may have, a material effect on the financial statements and such audit evidence is 4

5 expected to be available, this will constitute a limitation in the scope of the audit, even if a representation from management has been received on the matter. 8. In certain instances, audit evidence other than that obtained by performing inquiry may not be reasonably expected to be available; therefore the auditor obtains a written representation by management. For example, the auditor may not be able to obtain other audit evidence to corroborate management s intention to hold a specific investment for long-term appreciation In some exceptional cases, the matter may be of such significance the auditor refers to the representations in the auditor s report as being relevant to an understanding of the basis of the audit opinion When the auditor has responsibility for reporting on group financial statements, where appropriate the auditor obtains written confirmation of representations relating to specific matters regarding both the group financial statements and the financial statements of the parent undertaking. The means by which the auditor obtains these representations depends on the group's methods of delegation of management control and authority. The auditor may be able to obtain the required representations regarding the group financial statements from the management of the parent undertaking because of the level of their involvement in the management of the group. Alternatively, the auditor may obtain certain representations regarding matters material to the group financial statements directly from the management of the subsidiary undertakings, or by seeing relevant representations by management to the auditors of those subsidiary undertakings, in addition to those obtained from the management of the parent undertaking. 9. If a representation by management is contradicted by other audit evidence, the auditor should investigate the circumstances and, when necessary, reconsider the reliability of other representations made by management The investigation of apparently contradictory audit evidence regarding a representation received usually begins with further enquiries of management, to ascertain whether the representation has been misunderstood or whether the other audit evidence has been misinterpreted, followed by corroboration of management's responses. If management is unable to provide an explanation or if the explanation is not considered adequate, further audit procedures may be required to resolve the matter. 5

6 Documentation of Representations by Management 10. The auditor would ordinarily include in audit working papers evidence of management s representations in the form of a summary of oral discussions with management or written representations from management. 11. A written representation is ordinarily more reliable audit evidence than an oral representation and can take the form of: (a) (b) (c) A representation letter from management; A letter from the auditor outlining the auditor s understanding of management s representations, duly acknowledged and confirmed by management; or Relevant minutes of meetings of the board of directors or similar body or a signed copy of the financial statements A signed copy of the financial statements for a company may be sufficient evidence of the directors acknowledgement of their collective responsibility for the preparation of the financial statements where it incorporates a statement to that effect. A signed copy of the financial statements, however, is not, by itself, sufficient appropriate evidence to confirm other representations given to the auditor as it does not, ordinarily, clearly identify and explain the specific separate representations. Basic Elements of a Management Representation Letter 12. When requesting a management representation letter, the auditor would request that it be addressed to the auditor, contain specified information and be appropriately dated and signed. 13. A management representation letter would ordinarily be dated the same date as the auditor s report. However, in certain circumstances, a separate representation letter regarding specific transactions or other events may also be obtained during the course of the audit or at a date after the date of the auditor s report, for example, on the date of a public offering Written representations required as audit evidence are obtained before the audit report is issued. 14. A management representation letter would ordinarily be signed by the members of management who have primary responsibility for the entity and its financial aspects (ordinarily the senior executive officer and the senior financial officer) based on the best of their knowledge and belief. In certain 6

7 circumstances, the auditor may wish to obtain representation letters from other members of management. For example, the auditor may wish to obtain a written representation about the completeness of all minutes of the meetings of shareholders, the board of directors and important committees from the individual responsible for keeping such minutes In the UK and Ireland, it is usually appropriate for the auditor to request that the management representation letter be discussed and agreed by those charged with governance and signed on their behalf by the chairman and secretary, before they approve the financial statements, to ensure that all those charged with governance are aware of the representations on which the auditor intends to rely in expressing the auditor s opinion on those financial statements. For the audit of statutory financial statements, the auditor may also wish to consider whether to take the opportunity to remind the directors that it is an offence to mislead the auditor (UK: Section 389A of the Companies Act 1985; Ireland: Section 197(i), Companies Act, 1990). Action if Management Refuses to Provide Representations 15. If management refuses to provide a representation that the auditor considers necessary, this constitutes a scope limitation and the auditor should express a qualified opinion or a disclaimer of opinion. In such circumstances, the auditor would evaluate any reliance placed on other representations made by management during the course of the audit and consider if the other implications of the refusal may have any additional effect on the auditor s report. Effective Date This ISA (UK and Ireland) is effective for audits of financial statements for periods commencing on or after 15 December

8 Appendix This example letter does not include all representations that ISAs (UK and Ireland) require the auditor to obtain. A summary of such representations as at 15 December 2004 is included in Appendix 2. Additionally, in the UK and Ireland representations from those charged with governance would include acknowledgment of any responsibilities they may have in law in relation to the preparation of financial statements and providing information to the auditor. An example of such a representation for directors of a UK company incorporated under the Companies Act 1985 is: We acknowledge as directors our responsibilities under the Companies Act 1985 for preparing financial statements which give a true and fair view and for making accurate representations to you. All the accounting records have been made available to you for the purpose of your audit and all the transactions undertaken by the company have been properly reflected and recorded in the accounting records. All other records and related information, including minutes of all management and shareholders meetings, have been made available to you. In the Republic of Ireland reference would be made to the Companies Acts Example of a Management Representation Letter The following letter is not intended to be a standard letter. Representations by management will vary from one entity to another and from one period to the next. Although seeking representations from management on a variety of matters may serve to focus management s attention on those matters, and thus cause management to specifically address those matters in more detail than would otherwise be the case, the auditor needs to be cognizant of the limitations of management representations as audit evidence as set out in this ISA (UK and Ireland). (Entity Letterhead) (To Auditor) (Date) This representation letter is provided in connection with your audit of the financial statements of ABC Company for the year ended December 31, 19X1 for the purpose of expressing an opinion as to whether the financial statements give a true and fair 8

9 view of (present fairly, in all material respects,) the financial position of ABC Company as of December 31, 19X1 and of the results of its operations and its cash flows for the year then ended in accordance with (indicate applicable financial reporting framework). We acknowledge our responsibility for the fair presentation of the financial statements in accordance with (indicate applicable financial reporting framework). 1 We confirm, to the best of our knowledge and belief, the following representations: Include here representations relevant to the entity. Such representations may include: There have been no irregularities involving management or employees who have a significant role in internal control or that could have a material effect on the financial statements. We have made available to you all books of account and supporting documentation and all minutes of meetings of shareholders and the board of directors (namely those held on March 15, 19X1 and September 30, 19X1, respectively). We confirm the completeness of the information provided regarding the identification of related parties. The financial statements are free of material misstatements, including omissions. The Company has complied with all aspects of contractual agreements that could have a material effect on the financial statements in the event of noncompliance. There has been no noncompliance with requirements of regulatory authorities that could have a material effect on the financial statements in the event of noncompliance. The following have been properly recorded and when appropriate, adequately disclosed in the financial statements: (a) The identity of, and balances and transactions with, related parties. (b) Losses arising from sale and purchase commitments. (c) Agreements and options to buy back assets previously sold. (d) Assets pledged as collateral. 1 If required add On behalf of the board of directors (or similar body). 9

10 We have no plans or intentions that may materially alter the carrying value or classification of assets and liabilities reflected in the financial statements. We have no plans to abandon lines of product or other plans or intentions that will result in any excess or obsolete inventory, and no inventory is stated at an amount in excess of net realizable value. The Company has satisfactory title to all assets and there are no liens or encumbrances on the company s assets, except for those that are disclosed in Note X to the financial statements. We have recorded or disclosed, as appropriate, all liabilities, both actual and contingent, and have disclosed in Note X to the financial statements all guarantees that we have given to third parties. Other than... described in Note X to the financial statements, there have been no events subsequent to period end which require adjustment of or disclosure in the financial statements or Notes thereto. The... claim by XYZ Company has been settled for the total sum of XXX which has been properly accrued in the financial statements. No other claims in connection with litigation have been or are expected to be received. There are no formal or informal compensating balance arrangements with any of our cash and investment accounts. Except as disclosed in Note X to the financial statements, we have no other line of credit arrangements. We have properly recorded or disclosed in the financial statements the capital stock repurchase options and agreements, and capital stock reserved for options, warrants, conversions and other requirements. (Senior Executive Officer) (Senior Financial Officer) 10

11 Appendix 2 Specific Management Representations the Auditor is Required by Other ISAs (UK and Ireland) to Obtain This appendix sets out the specific management representations required by ISAs (UK and Ireland) in issue at 15 December It is not a comprehensive list of the only representations that the auditor needs to obtain. As stated in paragraph 4 of this ISA (UK and Ireland), the auditor should obtain written representations from management on matters material to the financial statements when other sufficient appropriate audit evidence cannot reasonably be expected to exist. Also, as stated in paragraph 14-1, in the UK and Ireland, it is usually appropriate for the auditor to request that the management representation letter be discussed and agreed by those charged with governance and signed on their behalf by the chairman and secretary, before they approve the financial statements, to ensure that all those charged with governance are aware of the representations on which the auditor intends to rely in expressing the auditor s opinion on those financial statements The Auditor s Responsibility to Consider Fraud in an Audit of Financial Statements The auditor should obtain written representations from management 2 that: (a) It acknowledges its responsibility for the design and implementation of internal control to prevent and detect fraud; (b) It has disclosed to the auditor the results of its assessment of the risk that the financial statements may be materially misstated as a result of fraud; (c) It has disclosed to the auditor its knowledge of fraud or suspected fraud affecting the entity involving: (i) Management 3 ; (ii) Employees who have significant roles in internal control; or (iii) Others where the fraud could have a material effect on the financial statements; and In the UK and Ireland the auditor obtains written representations from those charged with governance. In the UK and Ireland, and those charged with governance. 11

12 (d) It has disclosed to the auditor its knowledge of any allegations of fraud, or suspected fraud, affecting the entity s financial statements communicated by employees, former employees, analysts, regulators or others. 250 Section A - Consideration of Laws and Regulations in an Audit of Financial Statements 23. The auditor should obtain written representations that management 4 has disclosed to the auditor all known actual or possible noncompliance with laws and regulations whose effects should be considered when preparing financial statements Where applicable, the written representations should include the actual or contingent consequences which may arise from the non-compliance Communication of Audit Matters with Those Charged With governance The auditor should seek to obtain a written representation from those charged with governance that explains their reasons for not correcting misstatements brought to their attention by the auditor Auditing Fair Value Measurements and Disclosures 63. The auditor should obtain written representations from management regarding the reasonableness of significant assumptions, including whether they appropriately reflect management s intent and ability to carry out specific courses of action on behalf of the entity where relevant to the fair value measurements or disclosures. 4 In the UK and Ireland the auditor obtains this written representation from those charged with governance. 12

13 550 - Related Parties 15/115. The auditor should obtain a written representation from management 5 concerning: (a) The completeness of information provided regarding the identification of related parties; and (b) The adequacy of related party disclosures in the financial statements Going Concern 26. When events or conditions have been identified which may cast significant doubt on the entity s ability to continue as a going concern, the auditor should:. (c) Seek written representations from management 6 regarding its plans for future action The auditor should consider the need to obtain written confirmations of representations from those charged with governance regarding: (a) The assessment of those charged with governance that the company is a going concern; (b) Any relevant disclosures in the financial statements. 5 6 In the UK and Ireland the auditor obtains written representations from those charged with governance. In the UK and Ireland the auditor obtains written representations from those charged with governance. 13

14 NOTICE TO READERS The Auditing Practices Board Limited This document has been obtained from the website of the Financial Reporting Council (FRC) and its operating Boards, which includes the Auditing Practices Board (APB). Use of the website is subject to the WEBSITE TERMS OF USE, which may be viewed in a separate section of the website. Readers should be aware that although the FRC and its Boards seek to ensure the accuracy of information on the website, no guarantee or warranty is given or implied that such information is free from error or suitable for any given purpose: the published hard copy alone constitutes the definitive text. The ISAs (UK and Ireland) are based on International Standards on Auditing of the same titles, which have been issued by the International Auditing and Assurance Standards Board and published by the International Federation of Accountants. 14

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