Deloitte NewAuditorReport
Deloitte NewAuditorReport
Deloitte NewAuditorReport
Contents
Introduction 3
What's new?
What are Key Audit Matters?
What have we analysed?
Preliminary considerations
Forthcoming challenges 21
Contacts 23
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The new auditor's report | Study of first year of application in Italy by listed companies
Introduction
What's new?
With the aim of promoting greater transparency of thereof, gave a concise opinion on the financial
financial statements for third party users, the European statements as a whole. To meet the increasingly
legislator and the IAASB have respectively issued growing needs of the market, the Legislator and
regulations and auditing standards that have changed the Standard Setter have deemed it appropriate to
the structure and content of the auditor’s report. enhance the communicative value of the auditor’s
Prior to these changes, the auditor’s report was the report, in the users' interest.
conclusion of a process that, based on the outcome
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The new auditor's report | Study of first year of application in Italy by listed companies
As a result of the enactment of Legislative Decree 135 According to Regulation (UE) 537/14, Key Audit Matters
/16, which updated and amended Legislative Decree should be communicated in the auditor’s report for the
39/10, and Regulation (UE) 537/14 concerning Public financial statements of Public Interest Entities, which
Interest Entities, the auditor’s report has undergone include:
substantial amendments, not only to its structure, a) Italian companies with transferable securities listed
but also to its content. Under these circumstances, on Italian and EU regulated markets
the auditing standards below have been updated or
b) banks
prepared1.
c) insurance and reinsurance undertakings3.
1. The amendments to the auditing standards became effective for audits of financial statements for periods beginning on or after 6 August 2016
and, for Public Interest Entities, for periods beginning on or after 17 June 2016. The following have been revised: ISA Italia 570 (Revised) (Going
concern); ISA Italia 260 (Revised) (Communication with those charged with governance); ISA 720B (Revised) (The auditor’s statutory reporting
responsibility in relation to directors’ reports and certain specific information contained in the report on corporate governance and ownership
structure) (effective for audits of financial statements for periods beginning on or after 1 July 2016). In order to implement the conforming
amendments to the standards relating to the auditor’s report as well as the amendments to Legislative Decree 39/10 introduced by Legislative
Decree 135/16 and by Regulation (EU) 537/14 effective for audits of financial statements for periods beginning on or after 31 December 2017,
amendments have also been made to other auditing standards. .
2. Key Audit Matters or KAM.
3. In accordance with ISA Italia 701, to facilitate the comparability and consistency of the content of the auditor's report on financial statements
of companies other than PIEs, it is not permitted to communicate Key Audit Matters in the auditor's report on the financial statements of such
companies.
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The new auditor's report | Study of first year of application in Italy by listed companies
Of those identified in accordance with the above • why the matter was considered to be a Key Audit
criteria, the auditor should select those matters that Matter (WHY)
are of most significance in the audit of the financial • the manner in which the matter was addressed
statements and that are, therefore, the Key Audit during the course of the audit, being a summary of
Matters. the auditor's response in terms of audit procedures
performed (HOW)
Matters communicated with those charged with governance
• where pertinent, the main observations made in
relation to the key matter described.
Matters that require significant
auditor attention
Paragraph 4 of ISA Italia 701 clarifies that:
Matters of most “Communicating Key Audit Matters in the auditor’s
significance report is in the context of the auditor having formed
an opinion on the financial statements as a whole.
Communicating Key Audit Matters in the auditor's report
is not
Key
a) a substitute for disclosures in the financial
audit
matters statements that the applicable financial reporting
framework requires management to make, or that are
Auditor’s judgment otherwise necessary to achieve fair presentation;
b) a substitute for the auditor expressing a modified
opinion when required by the circumstances of
a specific audit engagement in accordance with
Communicating Key Audit Matters International Standard on Auditing (ISA Italia) 705;
The description of each Key Audit Matter must include: c) a substitute for reporting in accordance with
• a concise and specific explanation of the matter, International Standard on Auditing (ISA Italia)
which, having been determined to be of most 570 when a material uncertainty exists related to
significance in the audit of the financial statements, events or conditions that may cast significant doubt
was deemed to be a Key Audit Matter on the entity’s ability to continue as a going concern,
• a reference to the related disclosure(s), if any, in the or
financial statements d) a separate opinion on individual matters”.
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The new auditor's report | Study of first year of application in Italy by listed companies
What have we analysed? The companies analysed had the following market
The analysis was conducted on auditor's reports issued capitalisation at the end of 2017 (in Euro million) 4:
since the implementation of Regulation (EU) 537/14 and
of the new standard on auditing, ISA Italia 701, relating
to the financial statements of Italian companies with 1 Shares suspended
shares listed on the Electronic Equities Market 9
13 0-500
(MTA) organised and managed by Borsa Italiana, as
resulting from the list available on Borsa Italiana's
501-1,000
website “Listed companies capitalisation on 29 57
December 2017”. 121 1,001-5,000
The analysis was performed on auditor's opinions
5,001-10,000
on consolidated financial statements and, solely for 20
companies that do not prepare the latter, on auditor's 10,001-55,000
opinions on financial statements published on or
before 15 June 2018.
The analysis thus covered 221 companies, of which For each auditor’s report subjected to analysis:
over 95% had a 31 December 2017 financial year end. • we have categorised the Key Audit Matters based on
In dettaglio: the topic addressed
• 6 companies with a 30 June 2017 financial year end • we have considered, with reference to the audit
procedures, if the foregoing had required the
• 1 company with a 31 October 2017 financial year end
performance of tests of the operating effectiveness
• 212 companies with a 31 December 2017 financial of the issuer's controls or recourse to specialists or
year end experts
• 1 company with a 31 January 2018 financial year end • we also collected and summarised further
• 1 company with a 28 February 2018 financial year information, such as the type of opinion, the
end. existence of sections addressing material
uncertainties related to going concern and emphases
of matter.
When categorising the KAMs, we adopted the following but are dealt with by the auditor in a specific and
conventions and assumptions: separate section of the auditor’s report. Situations
• Key Audit Matters concerning impairment testing characterized by material uncertainty are examined
involving goodwill and other asset components have in the section “Other results arising from the
been allocated to a category entitled “Goodwill and analysis”
intangible assets” • a category entitled “Provisions and Contingencies”
• for Key Audit Matters concerning more than one has been used for issues pertaining to allocations to
item/category, we have allocated the KAM to the provisions and KAMs concerning risk disclosures that
most significant category in quantitative terms did not give rise to the recognition of a provision.
• the “going concern” category considers matters Moreover, to enable further analysis of the results,
relating to the going concern basis other than those we have classified the entities analysed into sectors
where a material uncertainty exists in relation to in order to examine the correlation between KAM
events or circumstances that may cast significant categories and different activity sectors.
doubt over the entity’s ability to continue as a The breakdown by sector is based on an internal
going concern. Under the new ISA Italia 570, these classification by Deloitte. The companies analysed may
last circumstances in constitute Key Audit Matters be broken down by sector as follows:
0 5 10 15 20 25 30
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The new auditor's report | Study of first year of application in Italy by listed companies
5. Depending on the governance system adopted by a public interest entity, the audit committee would be: a) the Board of Statutory Auditors for
entities that have adopted the traditional system, b) the supervisory board or a subcommittee thereof for entities that have adopted the two-tier
system; c) the internal control committee for entities that have adopted the one-tier system.
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The new auditor's report | Study of first year of application in Italy by listed companies
Number of Key Audit Matters In 2015, the IDW8 had developed a specific analysis of
The number of Key Audit Matters was the starting point auditor's reports issued in the United Kingdom and the
of the analysis. Some indication had been provided by Netherlands with the following findings:
authoritative sources, such as documents published in “The range in number of KAMs varied quite
2015 and 2016 by the IAASB that broached the subject considerably, possibly according to the complexity
as follows: of particular industries and, of course, the individual
• “The number of KAM that will be communicated entity’s circumstances. There was some evidence
in the auditor’s report may be affected by the that delineation of individual KAM may not be
complexity of the entity, the nature of the entity’s straightforward, which will also impact the number
business and environment, and the facts and of matters reported. KAM reporting in the first two
circumstances of the audit engagement. It is years was generally not static, and matters reported
envisaged that there will be at least one KAM for an changed, as did the level of detail, which in many cases
audit of a listed entity." 6 increased in the second reporting year. We noted a
marked difference between auditors’ reports issued in
• “The auditing standards therefore do not prescribe
the UK in 2013 and early 2014 compared to the latter
or limit the number of matters to be reported as
half of 2014 and subsequently. Noticeable differences
KAM – practice to date has shown that the average
over time were less significant in reports issued in the
number of KAM communicated falls somewhere
Netherlands”.
between two and six.” 7
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The new auditor's report | Study of first year of application in Italy by listed companies
With reference to the sample of companies examined, The analysis has revealed a higher number of KAMs for
we have analysed the number of Key Audit Matters this subset, as shown in the following table:
included in each auditor’s report and have noted
the figure related to auditor’s reports issued on the 20 Average No. 3.2
consolidated financial statements or, where this does Median 3
not exist, the figure related to auditor’s reports issued 15 13 Maximum No. 6
9. This analysis was conducted with reference to 34 Italian companies included in the index, excluding 6 companies included in the index that have
their head office in other countries.
10. “Benchmarking the new auditor’s report: Key audit matters and other additional information”.
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The new auditor's report | Study of first year of application in Italy by listed companies
details of the TOP 5, which represent approximately Accounts receivable and loans 42
65% of the key matters, clearly showing the significance Provisions and contingencies 3
34
of certain issues compared to others.
Taxation 0
30
Further matters reported as KAMs pertain to the
categories: 0 20 40 60 80 100 120 140 160
ranked first for the financial sector. Goodwill and intangible assets Revenue recognition
Inventory Taxation
11. Issues addressed in the remaining categories relate to “Pensions”, “Related party transactions”, “Disposals / Held for sale assets”, “Presentation of exceptional /
non-recurring items” and “IT change, security or controls”.
12. Includes the following sectors: Automotive, Chemicals & Speciality Mat., Consumer Products, Fashion & Luxury, Industrial Products & Services, Retail,
Transportation, Hospitality and Services.
13. Includes the following sectors: Banking, Insurance and Investment Management.
14. Includes the following sectors: Oil & Gas, Power and Water.
15. Includes the following sectors: Media, Telecommunications and Technology.
16. Includes the following sectors: Life Sciences, Civil Government, Public Transportation, Real Estate & Construction.
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The new auditor's report | Study of first year of application in Italy by listed companies
Main matters As regards the audit procedures performed to address the KAM
Goodwill and intangible assets (HOW), taking account of the complexity of the measurement
issues associated therewith, there was widespread recourse
In approximately 64% of the auditor's reports there is at least one
to experts/specialists to support the performance of the audit
KAM pertaining to the “Goodwill and intangible assets” category.
procedures. In particular, experts were used by audit teams,
Why is this?
who, under the management and the supervision of the latter,
The reasons are surely diverse and range from the number of were engaged to perform specific audit procedures that required
transactions completed in recent years, which, as a consequence specific skills with respect to valuation models, benchmarking
thereof, have led to the recognition of often significant amounts analysis, etc.
of goodwill or other intangible assets, to difficulties in measuring
On the other hand, there were very limited cases of the adoption
such items. In accordance with the relevant accounting standards,
of an audit approach based on the testing of the operating
the recoverability of goodwill is verified together with that of other
effectiveness of a company's internal controls, as shown by the
tangible and intangible assets, with reference to the same cash
tables below.
generating unit to which the goodwill has been allocated and, thus,
the KAMs included in this category also encompass other items
subjected to impairment testing.
17%
Do the procedures envisage
Key Audit Matters reported in connection with other intangible
experts/specialists being involved?
assets include KAMs relating to:
• recoverability of intangible assets primarily with indefinite useful YES
lives NO
• measurement of brands 83%
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The new auditor's report | Study of first year of application in Italy by listed companies
Revenue recognition “The auditor shall design and perform tests of controls to
There was also a significant, but expected, number of Key Audit obtain sufficient appropriate audit evidence as to the operating
Matters relating to the revenue recognition category, on account effectiveness of relevant controls, if:
of the fact that revenue trend is frequently considerably important a) the auditor’s assessment of risks of material misstatement at
for the measurement of a listed company's performance and, the assertion level includes an expectation that the controls are
accordingly, it constitutes a significant matter for users of financial operating effectively (that is, the auditor intends to rely on the
statements and for the audit process. In fact, over 26% of the operating effectiveness of controls in determining the nature,
auditor's reports included at least a key matter relating to revenue timing and extent of substantive procedures)
recognition. b) substantive procedures alone cannot provide sufficient
The most recurring issues for which a Key Audit Matter had been appropriate audit evidence at the assertion level." 17
identified (WHY) were related to specific circumstances, such as: As already stated, the use of specialists was less frequent than
• the complexity of revenue recognition in relation to a company's that for the category examined previously (Goodwill and intangible
industry sector (estimates of electricity and gas revenue not yet assets) and the field of specialisation differed, as it primarily
billed; estimates of expected returns of unsold books; advertising concerned Information Technology.
revenue, etc.) The analysis performed also showed that the use of specialists
• contractual or regulatory peculiarities (revenue recognition was often combined with tests of the operating effectiveness of
net of adjustments for allowances, discounts and returns, the controls.
existence of multiple performance obligations, complexity of
relevant legislation, etc.)
• complexity of measurement (recognition of revenue from 28% Do the procedures envisage
experts/specialists being involved?
and losses on long-term contracts; recognition of revenue and
margins relating to contract work in progress, etc.). YES
17. ISA Italia 330 – The auditor’s responses to assessed risks, paragraph 8.
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The new auditor's report | Study of first year of application in Italy by listed companies
Accounts receivable and loans of the operating effectiveness of controls (67% of the KAMs
Another significant issue was receivables and the recognition of examined) that, particularly in the banking sector, was subsequent
impairment losses that was mentioned in approximately 16% of the to having gained an understanding of the internal control system
auditor’s reports examined. implemented by the banks in relation to the classification and
monitoring of the quality of the receivables and loans due from
Analysis by industry sector was important for customers. There was also significant involvement of experts/
this category, as it showed that the banking specialists (approximately 43% of the KAMs). They are used in
sector had an expected significant weighting the banking sector given the pervasiveness and importance of
information systems that are a feature of banking operations and
(approximately 50%). 18 the complexity of valuation models used.
Why was this? In fact, as regards the banking sector, the “Accounts Banking
receivable and loans” category was the most frequent, with TH&S
particular reference to issues concerning the classification and
Media
measurement of receivables and loans due from customers, having
in certain cases differentiated between, and treated separately, Power
non-performing and performing loans due from customers (with Real Estate & Construction
a special focus on those deemed to be high risk or that had been
Industrial Products & Services
performing poorly). In other cases, the KAM was focused on
Retail
only one of the above or, the KAM made a general reference to
receivables and loans due from customers. Investment management
The reasons are evidently attributable to the nature of banking Fashion & Luxury
and the consequent significance and materiality of the amount
Consumer products
of receivables and loans due from customers in banks' financial
statements, plus, as is also the case for the Italian banking industry,
Do the procedures envisage
the attention given to non-performing loans and the recognition of experts/specialists being involved?
related impairment losses. 43%
YES
These aspects are confirmed by the reasons (WHY) underlying the
identification of KAMs related to this category that include: 57%
NO
• the significance of the amount of receivables and loans
recognised in the financial statements
• the complexity and subjectivity of the estimation processes
adopted
Were tests performed of the operating
• the use of valuation models characterised by many variables and 33% effectiveness of controls?
parameters.
YES
As regards the audit procedures (HOW) performed in response
to the key matter identified, as it would appear evident from the 67% NO
charts below, what was significant was the performance of testing
18. This sector, under categorization performed by Deloitte, includes, other than banks, other financial institutions.
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BANKING
INVESTMENT MANAGEMENT
AUTOMOTIVE
LIFE SCIENCES
0 1 2 3 4 5 6 7 8
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Taxation
Last in the TOP 5 list is the “Taxation” category, which is present Do the procedures envisage
in over 13% of the reports examined and which almost entirely experts/specialists being involved?
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The new auditor's report | Study of first year of application in Italy by listed companies
Financial statements SI
are materially Qualified opinion Adverse opinion
misstated NO
19. ISA Italia 705 - Modifications to the opinion in the independent auditor’s report - Paragraph 1.
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SI
96% NO
23. ISA Italia 706 – Emphasis of matter paragraphs and other matter paragraphs in the independent auditor’s report.
24. “Opinions issued by audit firms on listed companies in the two year period 2015-16: Italian market and main European stock exchanges” SDA
Bocconi - Audit Observatory, June 2017.
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The new auditor's report | Study of first year of application in Italy by listed companies
Forthcoming challenges
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The new auditor's report | Study of first year of application in Italy by listed companies
Extending the analysis to an international context, The implementation of the new standard will be
there is much interest in the application in the US of gradual. It will apply first to large accelerated filers and
a new standard issued by PCAOB25 that requires a then to other companies falling within the scope of the
section dedicated to "Critical Audit Matters” (CAM) and adoption of the new standard. 26
the consequent market reactions thereto.
A CAM is defined in the standard as “any matter arising from the audit of the financial statements that was
communicated or required to be communicated to the audit committee and that relates to accounts or disclosures
that are material to the financial statements and involved especially challenging, subjective, or complex auditor
judgment.”
The release also states that CAMs could include matters that were (1) required to be communicated to the audit
committee and (2) actually communicated, even if not required.
25. AS 3101, The Auditor's Report on an Audit of Financial Statements When the Auditor Expresses an Unqualified Opinion
26. “Provisions related to critical audit matters will take effect for audits of fiscal years ending on or after June 30, 2019, for large accelerated filers;
and for fiscal years ending on or after December 15, 2020, for all other companies to which the requirements apply”.
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Contacts