(Fédération des Experts Comptables Européens - European Federation of Accountants)

1. Federation des Experts Comptables Méditerranéens4th FCM ConferenceCapri, 3-4 May 2004The Globalisation of Small and Medium-sized Enterprises and the Role of the Accountancy ProfessionThe Financial Reporting and Auditing Aspects of Corporate GovernanceDavid Devlin – FEE President (Fédération des Experts Comptables Européens - European Federation of Accountants)

2. Topics • Corporate Governance Helps Enterprises & Auditors • Recent EC Developments • Proposed New 8th Directive • FEE Discussion Paper“Financial Reporting and Auditing Aspects of Corporate Governance” • FEE Paper “A Conceptual Approach to Safeguarding Integrity, Objectivity and Independence throughout the Financial Reporting Chain” • Concluding remarks

3. Corporate Governance Helps Enterprises and Auditors • Not just for listed companies • Many other types of “public interest” entities • Unlisted banks • Savings institutions and funds • Co-operative enterprises • State-owned entities

4. Corporate Governance Helps Enterprises and Auditors (2) • Several important initiatives • OECD “New Principles of Corporate Governance” • IFAC – Credibility Task Force Report • EU – Action Plan

5. Recent EC Developments • Jaap Winter Expert Group Report (2002) • EC Communication on Company Law and Corporate Governance (2003) • EC Communication on the Statutory Auditor (2003) • Proposed New EC 8th Directive (March 2004)

6. EC Action Plan on Corporate Governance Consultation on: • Collective responsibility of the board for financial statements • Intra-group transparency • Related party transactions • Disclosures on corporate governance EC Statement on Corporate Governance • Listed Companies • Expected later in 2004

7. Outline • FEE • Recent EC Developments • Proposed New 8th Directive • FEE Discussion Paper“Financial Reporting and Auditing Aspects of Corporate Governance” • FEE Paper “A Conceptual Approach to Safeguarding Integrity, Objectivity and Independence throughout the Financial Reporting Chain” • Concluding remarks

8. Proposed 8th Directive – Corporate Governance AspectsPublic Interest Entities • Audit committee (non executive) • At least one independent member with competence in accounting and/or auditing • Effective Communication with auditors, to be properly recorded

9. Proposed 8th Directive – Corporate Governance AspectsPublic Interest Entities • Audit committee tasks • Monitor financial reporting process • Monitor effectiveness of company’s internal control, internal audit and risk management systems • Oversee the statutory audit • Monitor independence statutory auditors – in particular additional services • Select auditors (approved by AGM)

10. Outline • FEE • Recent EC Developments • Proposed New Eighth Directive • FEE Discussion Paper“Financial Reporting and Auditing Aspects of Corporate Governance” • FEE Paper “A Conceptual Approach to Safeguarding Integrity, Objectivity and Independence throughout the Financial Reporting Chain” • Concluding remarks

11. FEE Discussion Paper on the Financial Reporting and Auditing Aspects of Corporate Governance • Common Views of EU Profession • Providing input to developments at EU level • Highly relevant in light of recent scandals • Aimed at publicly listed companies but also relevant to other entities

12. FEE Discussion Paper on Financial Reporting and Auditing Aspects of Corporate Governance • Main focus of the paper is on the role of audit committees, external auditors and internal auditors • Key elements of corporate governance framework (including non-executive directors) • Mutual dependency between corporate governance, financial reporting and audit

13. Mutual Dependency between Financial Reporting, Corporate Governance and audit Corporate Governance Audit Financial Reporting

14. FEE Discussion Paper on Financial Reporting and Auditing Aspects of Corporate Governance Highlights the importance for companies of: • structures, independent directors and ethics • proper balance of power at board level • good risk management and internal control systems • an effective and well resourced internal audit function • good corporate governance disclosures

15. FEE Discussion Paper on Financial Reporting and Auditing Aspects of Corporate Governance • Does not attempt to address all aspects of corporategovernance • Specifically excludes : • work of remuneration and nomination committees • detail of the technical audit process

16. FEE’s Key Messages And RecommendationsBroad Approach • No need for a European Corporate Governance Code • Convergence around common principles and benchmarks • “Comply or explain” approach supported • Unitary boards: • separation of the roles of Chairman and CEO • need for strong, independent non-executives • Two tier boards: • the management board should at least have two members in addition to the chief executive

17. FEE’s Key Messages And RecommendationsAudit Committees • All listed companies should have an audit committee where, at a minimum, the majority of the committee’s members are independent • Audit committee’s core responsibilities should include: • reviewing financial reporting arrangements • internal control related to reporting • monitoring the relationship with the external auditor • monitoring the work and resources of the internal audit function

18. FEE’s Key Messages And RecommendationsExternal Auditors • Active dialogue with audit committees and boards: • external auditors aware of all relevant information • audit committees understanding of auditors work • on significant accounting policies and practices • on principal accounting estimates and judgements

19. FEE’s Key Messages And RecommendationsExternal Auditors (2) • The audit committee’s role in keeping under review: • The auditor’s independence • The company’s purchasing policy on non-audit services

20. FEE’s Key Messages And RecommendationsDisclosure on Corporate Governance • Disclosures are a powerful tool • Corporate governance statement in the annual report from the board (EC Communication) • Not yet an agreed framework for corporate governance reporting, setting out common principles on their form and contents • Implications of where the corporate governance statement is located in the annual report

21. FEE’s Key Messages And RecommendationsDisclosure on Corporate Governance (2) • Protection of minority shareholders: all disclosures available to all shareholders at the same time • Information about the processes that boards use to manage risk and assess internal control • Information on the audit committee’s responsibilities and activities (help reduce possible expectation gap)

22. FEE’s Key Messages and RecommendationsIndependent Directors • Two main roles for non-executive directors: • strategy • Monitoring • To act effectively they must: • be, and be seen to be, independent • act independently from management • be involved • be competent

23. FEE’s Key Messages and RecommendationsIndependent Directors (2) • On an individual basis - independent directors may need to limit the number of their directorships in order to fulfil their responsibilities • To be transparent, annual reports should disclose: • which directors are deemed to be independent • for each director, the names of the other companies and organisations of which they are directors (or equivalent positions) • the particular expertise or experience that each director brings to the board

24. Outline • FEE • Recent EC Developments • Proposed New Eighth Directive • FEE Discussion Paper“Financial Reporting and Auditing Aspects of Corporate Governance” • FEE Paper “A Conceptual Approach to Safeguarding Integrity, Objectivity and Independence throughout the Financial Reporting Chain” • Concluding remarks

25. FEE Paper “A Conceptual Approach to Safeguarding Integrity, Objectivity and Independence Throughout the Financial Reporting Chain” • Published in November 2003 • Applying the profession’s Framework Approach of threats and safeguards to other parts of the financial reporting chain

26. FEE’s Key Messages • Availability of reliable and credible information is vital to ensure economic progress; people should act ethically throughout the financial reporting chain. • Financial reporting activities other than audit are not exclusively provided by accountants and the accountancy profession cannot rebuild public confidence alone. • Relevant bodies, whether individual businesses, regulators or professional associations need to have in place codes of ethics.

27. FEE’s Key Messages (2) • Ethics Codes should: • Establish fundamental principles which must always be adhered to • Require analysis (and where relevant demonstration) of threats and safeguards • Highlight types of threats that might be encountered and general safeguards that may be applied • Give examples of typical situations • Be subject to oversight of compliance

28. Outline • FEE • Recent EC Developments • Proposed New Eighth Directive • FEE Discussion Paper“Financial Reporting and Auditing Aspects of Corporate Governance” • FEE Paper “A Conceptual Approach to Safeguarding Integrity, Objectivity and Independence throughout the Financial Reporting Chain” • Concluding remarks

29. Concluding Remarks • Corporate Governance is a key factor in high quality financial reporting • Supporting auditors to provide high quality audits • FEE welcomes the corporate governance initiatives of the EC • All parties in the Financial Reporting Supply Chain have to assume their proper responsibilities and demonstrate ethical behaviour • Restoring confidence in capital markets should be the aim of all parties involved

30. Federation des Experts Comptables Méditerranéens4th FCM ConferenceCapri, 3-4 May 2004The Globalisation of Small and Medium-sized Enterprises and the Role of the Accountancy ProfessionThe Financial Reporting and Auditing Aspects of Corporate GovernanceDavid Devlin – FEE President (Fédération des Experts Comptables Européens - European Federation of Accountants)