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policies, judgments and estimates Committee Questions Institute part of KPMG Board Leadership Centre

Financial transaction and accounting issues have reached an unprecedented level of complexity. Subjective accounting standards and challenging economic and regulatory environments, together with ongoing pressure on to “make its numbers”, have put a premium on “getting the numbers right”.

Uncertain Pressure to Resources of Subjectivity and volatile meet Earnings the in GAAP and analyst management function environment estimates

Audit committee oversight essentials … As guardians of shareholder interests and financial In particular, the audit committee should: reporting integrity, audit committees play a pivotal role • Understand and evaluate the facts, economics and in helping to ensure that the critical accounting policies, financial reporting requirements surrounding each judgments and estimates applied by management critical accounting judgments and estimate. present a fair and accurate picture of the company’s financial and performance. • Consider the appropriateness of management’s selection of accounting principles and critical Effective audit committee oversight in this respect accounting policies. requires understanding of key financial reporting processes, getting the right information on a timely • Assess the method and the assumptions used in basis, setting clear expectations for and making critical accounting judgment and estimates. quality and, most importantly, being diligent in probing • Question the degree of aggressiveness or management about the accounting issues that conservatism surrounding judgments and estimates management and external dedicated the most and assess the for management bias. time to resolve. • Ensure external audit is sufficiently satisfied that Also, audit committees should maintain a sharp focus management’s accounting policies, judgments and on the finance , making sure it has the estimates are fit for purpose. resources to succeed, and seek to ensure it is focused on the company’s long-term performance. Each judgement or estimate can significantly impact a company’s financial statements and each estimate has a range of possible and supportable results. Challenging management’s judgments of key assumptions underlying critical accounting estimates, and understanding management’s framework for making accounting judgments and estimates should be at the core of the audit committee’s discussions with management and the external .

© 2018 KPMG LLP, a UK limited liability and a member firm of the KPMG network of independent member firms affiliated with KPMG International (“KPMG International”), a Swiss entity. All rights reserved. Key questions for audit committees to consider:

Accounting policies Judgments and estimates: and practices process and assumptions

- Has management considered all transactions, conditions - What were the processes used to arrive at critical or events that could give rise to new or revised accounting judgments or estimates? accounting policies? - What were the alternatives considered by - Are critical accounting policies and estimates used in management? Does the process properly factor in low accordance with GAAP and consistent with the intent of probability but high impact events that might impact the GAAP? estimate? - Where accounting policies have been changed: Why - Are the methods and the nature of key assumptions was the accounting policy changed? What were the commonly used to make a particular type of accounting alternatives considered? Are the changes consistent estimate in the company’s particular business? with external events and circumstances? What is the - Are all key assumptions subject to appropriate internal impact of these changes on current and future financial controls and reasonableness checks and have those statements? internal controls been tested by internal and/or external - How do the company’s accounting policies and audit? practices compare to those of peers? - Are the key assumptions internally consistent with - Is the and the audit committee satisfied budgets and forecasts and with the disclosures in the that the selection of accounting policies and practices is narrative sections of the ? appropriate in light of the nature of the company’s - What was management’s approach related to operations and significant transactions? accounting estimates where its analysis indicated a - If the external auditor were solely responsible for number of outcome scenarios? preparation of the company’s financial statements, would they have been prepared any differently than the manner selected by management?

Dealing with estimation uncertainty and potential bias

- How were the effects and of estimation - What is the risk of management bias for each judgment uncertainty assessed and mitigated? and estimate? What safeguards are in place to mitigate - Has appropriate sensitivity analysis been conducted to the risk of management bias, if any? flex assumptions to identify how robust the model - What is the external auditor’s view on the degree of outputs are in practice and that the assumptions are aggressiveness or conservatism surrounding unbiased? management’s judgments and estimates? - Has management performed retrospective reviews on - Do any accounting principles and estimates subvert the the outcome of accounting estimates? If significant intent of GAAP (e.g. by using techniques such as: “Big discrepancies were noted, were they appropriately bath” restructuring charges to conceal unrelated , remediated in the current year’s estimates? creative acquisition accounting to influence valuations, - Are the models, the key assumptions and the key “cookie jar reserves” to support future earnings, sensitivities disclosed appropriately related to critical misuse of the concept or accelerated accounting judgments and estimates, commensurate recognition)? on the related risk of potential management bias and - Are any unusual analytical relationships noted in the estimation uncertainty? How do these disclosures financials that may indicate that earnings are being compare to the company’s peers? mangled (e.g. increased versus decreased - Is the audit committee satisfied that appropriate receivables, increased profitability versus decreased disclosure is included in the audit committee statement flows or unusual performance compared to related to critical accounting judgments and estimates? competitors)?

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© 2018 KPMG LLP, a UK limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. Printed in the United Kingdom. The KPMG name and logo are registered trademarks or trademarks of KPMG International. Designed by CREATE | December 2017 | CRT89155