AAA SampleNotes2025
AAA SampleNotes2025
2 Money Laundering 28
5 Quality Control 76
6 Practice Management 82
9 Evidence 122
11 Reporting 148
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Chapter 1
Regulatory Environment
Assurance professionals provide reports that give an independent opinion as to
whether the subject matter complies with pre-determined criteria.
This enables the end user of that information to place reliance on that information
when making decisions.
Decision makers within financial markets need to have the confidence to make
informed decisions. To make these decisions they need information they can trust.
Regulation of the accountancy profession was covered briefly in Audit and
Assurance at the Applied Skills level. The Advanced Audit and Assurance
Self-Regulation
Global Regulation
The globalization of business, professions and investment markets has been rapid.
Once businesses started to cross national borders it soon became clear that the
variation of laws and regulations in different countries made life difficult, both for
the multinationals and the professions trying to provide services to them. This
realization led to the foundation of the International Federation of Accountants
(IFAC).
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The International Federation of Accountants (IFAC)
It is the global organization for the accountancy profession. It was formed in 1977
and is based in New York. As of 1 January 2021, IFAC has more than 175 member
and associate organizations (including the ACCA), representing 3 million
accountants from 130 separate countries.
The IFAC Board is responsible for setting policy and overseeing the
work of the various committees.
Corporate Governance
Corporate governance is how a company is operated and controlled.
The aim of is:
to ensure that companies are run well in the interests of their shareholders,
employees, and other key stakeholders such as the wider community.
to try and prevent company directors from abusing their power which may
adversely affect these stakeholder groups.
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In the US the Sarbanes Oxley Act (2002) introduced a set of rigorous corporate
governance laws. The UK Corporate Governance Code introduced a set of best
practice corporate governance initiatives into the UK.
Greater
transparency
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Ensuring the
basis of an
effective
corporate
governance
framework
Institutional
Disclosure investors, stock
and markets, and
transparency other
intermediaries
The role of
stakeholders
in corporate
governance
Composition,
Board leadership and Division of
succession and
company purpose responsibilities
evaluation
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The Code does not set out a rigid set of rules; instead, it offers flexibility through
the application of principles and ‘comply or explain’ provisions and supporting
guidance.
Principles
A successful company is led by an effective board.
The board should establish the company’s purpose, values, and strategy.
The directors should lead by example and promote the desired culture.
The board should ensure that the necessary resources are in place for the
company to meet its objectives.
The board should establish a framework of effective controls to enable risk
to be assessed and managed.
The board should ensure effective engagement with and encourage
participation from shareholders and stakeholders.
The board should ensure that workforce policies and practices are
consistent with the company’s values.
Main provisions
The board should describe in the annual report how opportunities and risks
to the future success of the business have been considered and addressed.
The board should assess and monitor culture.
In addition to formal general meetings, the chair should seek regular
engagement with major shareholders.
The board should understand the views of the shareholders.
When 20% or more of votes have been cast against the board
recommendation for a resolution, the company should explain what
actions it intends to take to understand the reasons behind the result.
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The board should understand the views of the company’s other key
stakeholders and describe how their interests have been considered in
board discussion
The workforce should be able to raise concerns in confidence and
anonymously (‘whistleblowing’).
The board should take action to manage conflicts of interest.
Directors’ concerns about the operation of the board or management of
the company that cannot be resolved should be minute.
On resignation, a NED should provide a written statement to the chair for
circulation to the board if they have any concerns.
Board Composition
•Leads the board •Ensures the •The executive •The NEDs monitor
of directors. effective operation directors have the executive
of the company. responsibility for directors and
•Enables flow of
running the contribute to the
information and •Head of the
company on a overall strategy
discussion at board executive
day to day basis. and direction of
meetings. directors. the organisation.
•Ensures satisfactory
•They are usually
channels of
employed on a
communication
part-time basis and
with the external
do not take part in
auditors.
the routine
•Ensures effective executive
operation of board management of
sub-committees. the company.
•The chair should •NEDs will
be independent to participate at
enhance board meetings.
effectiveness
•They will bring
experience, insight
and contacts to
assist the board.
•They sit on sub-
committees as
independent,
knowledgeable
parties.
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Advantages of participation by NEDs
Oversight of the whole board.
As they are independent, they act as a ‘corporate conscience’.
They bring external expertise to the company.
Disadvantages
It may be difficult to find the right NEDs who have the relevant skills and
experience required by the company.
They, and the sub-committees, may not be sufficiently well informed or
have time to fulfill the role competently.
They are subject to the accusation that they are staffed by an ‘old boys’
network and may fail to report significant problems and approve unjustified
pay rises.
The cost. NEDs are normally remunerated, and their fees can be quite
expensive.
Division Of Responsibilities
Principles
The chair leads the board and is responsible for its overall effectiveness.
The chair should ensure effective contribution of all board members.
The chair should ensure that directors receive clear, accurate and timely
information.
The board should be balanced.
NEDs should have sufficient time to meet their board responsibilities
The board should ensure it has the policies, processes, information, time,
and resources it needs to function effectively and efficiently.
Main provisions
The chair should be independent on appointment.
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The chair and chief executive roles should not be taken by the same
individual.
The chief executive should not become the chair of the same company.
At least half the board, excluding the chair should be independent NEDs.
The board should identify the independent NEDs in the annual report.
One of the independent NEDs should be appointed as a senior
independent director to provide a sounding board for the chair.
The NEDs and the senior independent director should meet without the
chair present at least annually to appraise the chair’s performance.
NEDs appoint and remove executive directors and scrutinize performance
against agreed performance objectives.
The responsibilities of the chair, chief executive, senior independent
director, board, and committees should be set out in writing and publicly
available.
The annual report should set out the number of meetings of the board and
its committees and the attendance of each director.
New appointments to the board should consider other demands on the
director’s time. Full time executive directors should not take on more than
one NED role in a FTSE 100 company or other significant appointment.
Appointments should not be made without prior approval of the board.
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Independence would be deemed to be affected if a
director:
is, or has been, an employee of the company or group within the lastn five
years
has, or has had within the last three years, a material business relationship
with the company either directly, or as a partner, shareholder, director or
senior employee of a body that has such a relationship with the company
has close family ties with any of the company’s advisers, directors or senior
employees
− has served on the board for more than nine years from the date of their first
appointment.
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Composition, Succession, And Evaluation
Principles
Main Provisions
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The chair should consider having a regular external board evaluation at
least every three years for FTSE 350 companies, and the external evaluator
should be identified in the annual report.
The annual report should describe the work of the nomination committee.
Nomination Committee
Advantages
Principles
The board should establish formal and transparent policies and procedures
to ensure the independence and effectiveness of internal and external
audit functions
The board should present a fair, balanced and understandable assessment
of the company’s position and prospects.
The board should establish procedures to manage risk.
Main Provisions
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The board should establish an audit committee of independent NEDs, with
a minimum membership of three, or in the case of smaller companies, two.
The chair of the board should not be a member of the audit committee.
At least one member must have recent and relevant financial experience.
The committee must have competence relevant to the sector in which the
company operates.
The main roles and responsibilities of the audit committee include:
1. Monitoring the integrity of the financial statements.
2. Providing advice on whether the annual report and accounts are
fair, balanced, and understandable
3. Reviewing the company’s internal financial controls and risk
management systems.
4. Monitoring and reviewing the effectiveness of the internal audit
function.
5. If there is no internal audit function in place, they should consider
annually whether there is a need for one and make a
recommendation to the board.
6. Making recommendations in relation to the appointment and
removal of the external auditor and their remuneration.
7. Reviewing and monitoring the external auditor’s independence and
objectivity and the effectiveness of the audit process.
8. Developing and implementing policy on the engagement of the
external auditor to supply non-audit services.
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The annual report should describe the work of the audit committee
including:
1. Significant issues considered relating to the financial statements.
2. How it has assessed the independence and effectiveness of the
external audit process.
3. Where there is no internal audit function, an explanation for the
absence and how internal assurance is achieved.
4. An explanation of how auditor independence and objectivity are
safeguarded, if the external auditor provides non-audit service
The directors should explain in the annual report their responsibility for
preparing the annual report and accounts.
The board should carry out a robust assessment of the company’s
emerging and principal risks.
The board should confirm in the annual report that it has completed this
assessment, including a description of its principal risks these are mitigated.
The board should monitor the company’s risk management and internal
control systems and, at least annually. The monitoring and review should
cover all material controls, including financial, operational and
compliance controls.
The board should state whether it considers it appropriate to adopt the
going concern basis of accounting in preparing the financial statements.
The board should explain in the annual report how it has assessed the
prospects of the company, over what period it has done so and why it
considers that period to be appropriate.
The board should state whether it has a reasonable expectation that the
company will be able to continue in operation and meet its liabilities as
they fall due over the period of their assessment.
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Audit Committees
The audit committee will take responsibility for financial reporting and
internal control matters.
The audit committee can view a company’s affairs in a detached and
independent way
They liaise effectively between the main board of directors and the internal
and external auditors.
Appointments should be for a period of up to 3 years, extendable by no
more than two additional 3-year periods.
•Financial statements
•Controls
Function •Internal audit
•Externa;audit
•Whistle blowing
Problems
Difficulties recruiting the right non-executive directors who have relevant skills,
experience, and sufficient time to become effective members of the committee
The cost. Non-executive directors are normally remunerated, and their fees can
be quite expensive.
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Benefits of an audit committee
Annual Reports
The audit committee should:
Review and report to the board on the significant financial reporting issues
and judgments made in connection with the preparation of the financial
statements.
Consider the appropriateness of significant accounting policies, significant
estimates, and judgments.
Review the annual report and accounts and advise the board on whether
they are fair, balanced, and understandable.
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Internal Audit
Internal audit has an important role to play in assisting the board, and audit
committee, fulfill their corporate governance responsibilities.
Internal audit will work closely with the audit committee. The audit committee will:
Ensure that the internal auditor has direct access to the board chair and to
the audit committee and is accountable to the audit committee.
Review and assess the annual internal audit work plan.
Receive periodic reports on the results of internal audit work.
Review and monitor management’s responsiveness to the internal auditor’s
findings and recommendations
Meet with the head of internal audit at least once a year without the
presence of management.
Monitor and assess the effectiveness of internal audit in the overall context
of the company’s risk management system.
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The audit committee should monitor compliance with the Ethical Standards
including the level of fees, former employees of the audit firm who now
work for the company, partner rotation and non-audit services.
The audit committee should set and apply a formal policy specifying the
types of non-audit services which are approved.
At the start of the audit, the audit committee should ensure that
appropriate plans are in place for the audit including whether the planned
materiality level and the resources are consistent with the scope of the work
to be performed.
The audit committee should discuss with the external auditor any matters
which could affect audit quality.
The audit committee should review and monitor management's
responsiveness to the external auditor's findings and recommendations and
should also review the written representation letter before it is signed.
The audit committee should assess the effectiveness of the external audit
process including:
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Risk Committee
The risk committee will be responsible for advising the board on the company’s
risk appetite, reviewing, and approving the risk management strategy and
advising the board on risk exposures. Types of Risks a company might face:
A risk map enables the company to assess the likelihood or probability of a risk
occurring and the likely impact to the company.
A risk that ranked as highly likely to occur and high potential impact to the
business would be prioritized as requiring immediate action. A risk that was
considered both low likelihood and low impact might be ignored or insured
against
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Risk management can involve:
Transferring the risk to another party e.g., by buying insurance or
outsourcing part of the business.
Avoiding the risk by ceasing the risky activity.
Reducing the risk by implementing effective systems and controls.
Accepting the risk and bearing the cost and consequence if the risk
happens. This may be likely for risks which are deemed low in terms of
probability or impact to the company.
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Remuneration
Principles
Main provisions
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basis and be subject to a total vesting and holding period of five years or
more.
Remuneration schemes should include provisions that enable a company
to recover or withhold sums or share awards and specify the circumstances
in which it would be appropriate to do so.
Only basic salary should be pensionable and pension contribution rates
should be aligned with those available to the workforce.
Notice or contract periods should be one year or less. If it is necessary to
offer longer periods to new directors, the period should reduce to one year
or less after the initial period.
When determining the executive director remuneration policy and
practices the committee should ensure remuneration arrangements are
transparent, easy to understand, predictable, proportionate, and aligned
to culture.
The work of the remuneration committee should be described in the annual
report.
Remuneration Committee
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Advantages include:
1. Decisions are based on agreement of several people, reducing the risk of
bribes from directors in return for a higher package.
2. No director is involved in setting his own pay which could lead to excessive
amounts being paid.
3. Long-term performance related elements will be included to avoid the risk
that directors are rewarded for poor performance or rewarded for taking
decisions which may have a positive outcome in the short-term but would
not be good for long-term success of the company
After studying the long rules of good corporate governance, you may be
wondering its importance to the underlying subject of external audit. Let’s make
a link:
UK Syllabus
The UK government ordered a review of the UK regulator, the Financial Reporting
Council (FRC), by Sir John Kingman.
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Kingman Report Findings
The FRC is not fit for purpose, outdated and in need of being rebuilt from
the ground up. A new regulatory body is required to change the culture
and increase effectiveness.
Appointments of key staff requires are often made without open
advertising or the use of external consultants. Recruitment processes
therefore require overhauling.
The FRC is funded partially by a levy on audit firms and is too close to those
it is supposed to regulate which reduces its independence and
effectiveness. The Audit, Reporting and Governance Authority (ARGA), the
proposed new regulator should have statutory recognition and funding to
overcome this conflict. The FRC is currently in transition to ARGA, with the
transition expecting to be completed in 2023.
Auditors should have a duty to report viability or other serious concerns to
try and prevent corporate failures, like the system in France.
ARGA should be given the power to make recommendations to a
company’s shareholders that they act such as dismissing senior staff or
cutting dividends in serious cases which required intervention.
ARGA must be more proactive in acting against firms who fail to uphold the
reputation of the profession.
In addition to the Kingman Report, an independent review of the quality and
effectiveness of audit has been carried out by Sir Donald Brydon.
The Brydon Report contains a range of proposals for audit reform including:
Redefining audits and requiring auditors to provide decision useful
information to users of the auditor’s report.
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A statement to be provided by the auditor that they are acting in the
public interest and have regard to the interests of users other than
shareholders.
The auditing profession should be independent of, rather than an extension
to, the accounting profession. ARGA should be the statutory regulator of
the auditing profession.
Professional suspicion should be introduced in addition to professional
skepticism and professional judgement.
The auditor’s report should include a statement from the auditor on
whether the director’s section 172 statement is based on observed reality,
increasing the scope of the audit beyond the financial statements.
Providing the shareholders with a formal opportunity to influence the scope
of the audit and hold the audit committee and auditor to account.
Replacing the true and fair wording with the term ‘present fairly in all
material respects.
Introducing new reporting requirements for directors in the form of a
Corporate Audit & Assurance Policy, a Resilience Statement, and a Public
Interest Statement on which the auditor would be required to provide
assurance.
Similar requirements to those of Sarbanes Oxley Act in respect of CEO and
CFO attestation of the internal controls of the company.
Increased responsibilities in relation to fraud detection and prevention.
Greater disclosure by the auditor of the profitability of the audit work, the
remuneration of the audit engagement partner, the hours spent on each
audit by grade, clear reasons for resignation, dismissal, or decision not to
retender.
ARGA should work with auditors to increase the use of technology and
data analytics to promote increased audit quality.
Note:
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In accordance with the Companies Act 2006 those companies falling below the
small company threshold are not required, in law, to have an annual audit.
Companies may still choose to have one voluntarily.
The main criteria for audit exemption which apply from 1 January 2016 are:
To qualify, the company must meet two out of the three criteria.
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The Professional Insights section of the website which looks at how the
accountancy profession might look in the future, emerging technologies
that might be used and the role of the accountant in the future.
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