Pitfalls to avoid
In striving for growth, it may be tempting to make it easier for companies to list by reducing requirements including the extent of independent challenge. However, there may be unintended consequences if changes are made to the ecosystem without compensating measures being introduced.
Further, a relatively small number of companies experiencing challenges could have a broader impact on sustained investor confidence and therefore growth. For example:
- Companies not being ready at IPO to meet the materially greater public company reporting needs and accelerated timetables, could lead to delays in the first reporting cycle and a higher risk of restatements and/or profit warnings.
- If working capital statements in relation to the capital structure at IPO are not appropriately independently challenged there is increased risk of companies having unexpected funding requirements post IPO.
- Prospectuses not identifying material risks, such as around the sustainability of earnings could lead to unexpected results or financial exposures.
Moreover, the impact of unintended consequences may shape public company audit work and the willingness of non-executive directors to take on roles.
Principles for the future
ICAEW outlines four principles to which further evolution of the role of reporting accountants should adhere:
- Considering the work of reporting accountants holistically to maintain balance in the ecosystem;
- Commitment from all stakeholders to proportionate assurance and diligence processes, with a risk focused approach tailored to the specific company and its circumstances;
- Increasing consistency between the requirements at IPO and the ongoing reporting requirements or expectations post IPO, including:
- An approach to internal controls that creates greater alignment between the FPPP framework and the directors’ declaration of material control effectiveness.
- Aligning more closely the framework of assessing the company’s working capital position at IPO with that of going concern reporting as a public company.
- Seeking to increase the awareness and understanding of the extent of assurance and diligence that takes place at IPO, providing greater insight to investors and clarity of expectations to potential IPO candidates.
Assurance and the work of reporting accountants provide a strong basis for providing trust and confidence at IPO. Agreeing a fit-for-purpose model that enables the UK’s equity capital markets to support listed companies will be a challenge and will require engagement across the ecosystem.
Understand the context
Alongside offering these practical suggestions, ICAEW's policy paper, The value of independent assurance in capital market transactions, provides a valuable analysis of the context within which they operate.
Read a summary of the changing UK capital markets landscape, insights into the capital markets ecosystems and the UK model today, as well as the impact of recent FCA guidance changes.