I have just referred to the fact that I have seen a copy of the draft EU Transparency Directive and I have published its suggested changes relating to country-by-country reporting. I have also seen the draft new Accounting Directive. The relevant content from the preamble and discussion on this says: Continue reading »

 

I have seen a copy of the proposed revisions to the EU’s Transparency Directive. The content relating to country-by-country reporting is as follows:

Reporting of payments to governments

The EU legislation does not currently require issuers to disclose, on a country basis, payments made to countries where they operate. There is therefore a lack of transparency on payments made to governments to a specific country, although those payments by the extractive or forestry industry can represent a large amount of the country resources, especially in resources-rich countries. In order to make governments accountable for these resources and promote good governance, it is proposed to require their disclosure at the individual or consolidated level of a company. Continue reading »

 

As the Telegraph (a paper I’m liking more and more now Sean O’Hare is working for it) has reported:

The US pledged yesterday to participate in the Extractive Industries Transparency Initiative (EITI), becoming the second G8 country – behind Norway – to join.

President Obama said it would ensure that “taxpayers receive every dollar they are due from the extraction of natural resources.”

The US joins more than 35 countries, mainly from developing nations in the initiative, in what is essentially an exercise in transparent book balancing designed to highlight financial discrepancies and corruption in the sector.

It’s an important point to note that the EITI was launched by the UK, hosted by us for some years, and is still part funded by the UK. Which is the good news.

But now the US and Norway have set the precedent: developed countries can and should join. Tax transparency matters to us too.

And what does the Telegraph report the response of the UK to this suggestion to be?:

Defending the decision not to commit to the EITI, a [UK] government spokesman said: “The UK is already a strong international supporter of the EITI and transparency in the extractives sector.

Joseph Williams of Publish What You Pay, an organisation that believes wealth generated by oil, gas and mining industries can be a pathway to poverty reduction, stable economic growth and development in resource rich countries, said: “This is a bogus argument which smacks of double standards. Plenty of EITI implementing countries are not considered as resource rich by the IMF such as Madagascar, Niger, and Tanzania. The British government supported these countries joining EITI so why are they holding themself to a different standard?”

“Plenty of EITI implementing countries are not considered resource rich by the IMF such as Madagascar, Niger, and Tanzania. The British government supported these countries joining EITI so why are they holding themself to a different standard?

“It’s also worth mentioning that the UK is the EU’s largest oil producer and the second largest natural gas producer.”

Quite so.

This is dual standards at play.

So much for a commitment to transparency by this government. This is about keeping their friends in shady places happy.

And those friends are in those places, as the recent report by Publish What You Pay Norway showed.

 

As the Guardian reports this morning:

More than a third of the subsidiaries owned by major energy and mining companies including Shell, BP and Glencore are based in “secrecy jurisdictions” where company accounts are not publicly available, according to a report.

The study by Publish What You Pay Norway, which campaigns for transparent accounting among oil, gas and mining giants, claims that populations in resource-rich countries are losing out because they are unable to extract financial information from businesses operating on their soil or off their seaboards.

“Extractive industry giants’ corporate ownership structures, their use of secrecy jurisdictions and the lack of meaningful information they impart is a major reason why stakeholders in resource-rich nations often meet a wall of silence when asking questions,” says the report. “This makes it very difficult to hold their politicians and the companies that extract oil, gas and minerals to account.”

The report defines “secrecy jurisdiction” as a location where companies are incorporated but accounts and beneficial ownership details are not publicly available. The definition of a secrecy jurisdiction was based primarily on three sources: a list of offshore financial centres published by the International Monetary Fund; a list drawn up by the US tax collection body; and a secrecy index by the non-governmental organisation the Tax Justice Network. The report stressed that there was nothing in the companies’ behaviour that suggested that they evaded tax illegally.

Under those definitions, secrecy jurisdictions include the US state of Delaware, the Netherlands, Belgium and Ireland – as well as Bermuda and the Cayman Islands. According to the report, 10 of the largest extractive industry companies had 2,087 subsidiaries in secrecy jurisdictions. The 10 included Shell, BP and Glencore.

The report’s author, Nick Mathiason, said: “Extractive industry majors organise their ownership structure to ensure their revenues and profits are kept as far away from the source of their mines and fields and in a way that makes it all but impossible for citizens to get a true appreciation of the assets.”A spokesman for Shell said the company paid $15.4bn in corporate taxes last year and is a founder of a transparency drive for energy and mining majors.

The full report is available here. And yes, in the interests of full disclosure I should note I advised on its production.

What are the key issues the report highlights? First of all that when so much of the activity of these companies is hidden from view the need for country-by-country reporting is proven or it is impossible to hold them to account for what they do where, which is the basis of corporate transparency, corporate responsibility and accountability as well as the stewardship concept that directors of suc companies are duty bound to uphold.

Second, the project featured Bolivian and Ecuadorian journalists and campaigners who set out to get key financial and operational question to test whether country-by-country reporting is needed. They found they could not secure any material data on the operations of the companies surveyed in their own countries. The need for international cooperation to ensure companies are held to account locally has been proven.

Thirdly, a legacy resource from the project is the creation of a Web-based database which maps every subsidiary and its incorporation location owned by

BP

ConocoPhillips

ExxonMobil

Royal Dutch Shell

Anglo American

Barrick Gold Corp

BHP Billiton

Glencore and

Rio Tinto

This will be available soon to academics, campaigners, journalists and other interested parties – although what it documents is in effect a series of questions – all of which start with “What do you do in this place and in this company?”

Lastly, it shows the extraordinary extent to which multinational corporations are willing to embrace complexity to avoid tax. Never doubt they like complexity when it suits them. Arguments to the contrary are simply spurious.

My congratulations to Nick Mathiason for undertaking  this project and to Publish What You Pay Norway for funding it.

 

 

Green MEP Sven Giegold tabled a question to the European Commission in July asking about the EU’s position on the IASB’s revision to its constitution that has downgraded its obligation to anyone but those people who use accounts to make investment decisions. I discussed that issue here.

Now the Commission has replied as follows:

Answer given by Mr Barnier on behalf of the Commission

The Commission shares the view of the Honourable Member regarding the importance of properly taking into account the public interest in the IFRS standards setting.

In its written contribution to the first consultation on the strategy Review undertaken by the Trustees of the IFRS Foundation, the Commission stressed that legitimate public policy objectives must be given appropriate consideration ex ante in the standard-setting process, while recognising that the primary objective of accounting standards is to deliver decision-relevant information to investors, other participants in the world’s capital markets and other users of financial information. A key challenge is to ensure that the IASB’s mission of producing high-quality accounting standards should not undermine other important policy objectives. These include prudential regulation and financial stability. The Commission suggested that this may imply a revision of the respective provisions in both the IFRS Foundation’s constitution and in the IASB’s conceptual framework in order to give due consideration to such public policy objectives, including a revision of the current definition of the public interest within the Constitution of the IFRS Foundation. The Commission will repeat this message in its contribution to the second consultation document published by the Trustees.

In any case, as required by Article 3(2) of the EU Regulation on the application of international accounting standards(1), the Commission adopts international accounting standards issued by the IASB if they are conducive to the European public good. However, the regulation does not foresee the possibility for the Commission to set accounting standards itself. This would undermine the objective of achieving a single set of global high quality international financial reporting standards.

In dipolmatic speak that’s pretty clear: the EU is saying that they’ve got the conceptual framework wrong and public policy issues need to feature much more prominently.

And rightly so.

And don’t ignore the significance of this. The IASB has basically said such public policy matters are no concern of its – it has even said that accounts prepared using International Financial Reporting Standard should not be considered suitable for tax purposes without giving any indication in that case which accounts might be. If the EU is saying that this gross irresponsibility on the part of the International Accounting Standards Board should end, then I welcome it.

And remember, in this context, one reason (maybe the major reason) why the European Union will be proposing adoption of country-by-country reporting this autumn is that they’re so frustred with the failure of the International Accounting Standards Board to do so.

Now will they listen, or do they think themselves above such tedious issues as accountability?

 

This comment on the blog today is worth repeating:

Well I am a big supporter of smaller businesses, but some proprietors just refuse to pay their tax, even though the profit have been artificially reduced. Usually these people have a very hard attitude towards crime, benefits and the poor. How do I know this? Well, Richard isn’t the only qualified accountant that wants social justice. (Note that it isn’t me that has reduced the profits!).

As is this response:

@ Martin

Even more reason to increase staffing at HM Revenue and Customs – one of Richard’s favourite topics!
Some (business) people (after fiddling their books to show artificially low profits) want their dust bins emptying, a health service, the fire brigade and police without contributing towards them: and then make hypocritical and derogatory comments about the performance of these services.

Stop this by making their accountants “shop” them which in turn will help the HMRC to fine them. Regularly and heavily.

I am sure the accountant who wrote is absolutely right: there are large numbers of corrupt small businesses in the UK. It’s why the tax gap is much bigger than HMRC admit. It’s also why David Gauke is grossly negligent to ignore my warnings on the number of small companies being struck from the UK register of companies each year – none of whom he says could possibly owe any tax, a claim which puts him firmly in box entitled ‘naive, gullible and incompetent’ unless the one marked ‘wilfully turning a blind eye’ applies instead. I’ll publish more on this negligence on his part soon.

But now we’re having a discussion on social responsibility will Gauke do anything about it? Don’t bet on it.

 

Hackgate (as it now seems to be called on Twitter at least) is not, I venture to suggest just about hacking, Rupert Murdoch and his acolytes, one rotten newspaper or even the media as a whole. It is about a systemic failure of responsibility and accountability, assisted by massive opacity.

That opacity has in turn led to three things. The first is massive wealth imbalances which are only dimly but none the less accurately perceived. The second is a real threat to democracy that has been almost completely hidden from view. Those two in turn have led to alienation that is now leading to a breakdown in trust. That,  of course, then threaten society itself.

There is  enormous opacity about business activity in the UK, and throughout the world. Company accounts have become longer but less meaningful. New accounting rules introduced by the International Accounting Standards Board have reduced the status of those accounts to being data solely designed to assist those speculating on financial markets.  All responsibility  of the directors for the stewardship of corporate assets  under their control or  any hint of responsibility on their part to long-term investors has been eliminated from financial reporting by this body.  The result is that, as was witnessed in much of the discussion headed by Luke Johnson, chair of the Royal Society of Arts on BBC 24 last night,  the capacity of the business community to assess the impact of this issue is reduced to discussion of its consequence for the share price. Nothing else, apparently matters.

And yet, we know it does.  We know that what corporations do is fundamentally important. We know that they can hide the truth of what they do. They can do this within their own accounts, and most especially they can do it in the accounts of their subsidiaries, and particularly those that are located in tax havens. They can hide the existence of those tax haven  subsidiaries from view.

An addition, the way in which company accounts are presented to members, on a purely consolidated basis so that internal transactions are not seen means that those payments made within organisations to hide the location from which corruption is managed can never be identified. But then, not can most of their use of tax havens for any reason be identified, any more than their use of such locations to ensure they minimise their contribution to society in a way designed to undermine the democratic mandate of elected governments be assessed.

This is of course suits the cheat, the crook, the monopolist and the person simply seeking to hide from regulatory purview;  they’re all assisted by this opacity, deliberately created over many years, and advanced considerably over the last few by the complicity of the Big 4 firms of accountants who have set out to create an accounting framework that lets multinational corporations undertake their trades behind a veil that outs them almost beyond scrutiny.

The consequences are clear.  We have companies like  News Corporation  that have, it is now clear, committed illegal acts (because some people have already been found guilty of them) where directors can apparently claim that they knew nothing of what was going on. Well of course that is, theoretically, possible in the situation I describe. Because such multinational corporations can heap  subsidiary company on  subsidiary company within the organisation and push responsibility for payments down into lower entities within the group which the higher directors can then claim to only have interest in as shareholders  those high-level directors can  then use this structure to seek to avoid responsibility  for the activities of the companies which they control. I have little doubt that at some point in time this defence will be rolled out in the case of News International.

This, however, is not good enough. Business is an amazing thing:   it has delivered, and can still deliver, enormous prosperity within the UK and around the world. Let’s not forget that for a minute. But it also has the capacity to abuse. It can abuse employees; it can abuse shareholders and it can abuse the public at large.  Despite this the only account that we have of what it does is provided by the financial statements that each multinational corporation is obliged to supply to its members each year, The content of  those accounts is regulated almost entirely by  the International Accounting Standards Board  which has very recently sought to narrow its remit  and the scope of its responsibility. As I noted on Forbes recently, the existing constitution that governs the International Accounting Standards Board says its purpose is:

(a) to develop, in the public interest, a single set of high quality,understandable, enforceable and  globally accepted financial reporting standards based upon clearly articulated principles.These standards should require  high quality, transparent and comparable information in financial statements and other financial reporting to help investors, other participants in the world’s capital markets and other users of financial information make economic decisions.

(b) to promote the use and rigorous application of those standards.

(c) in fulfilling the objectives associated with (a) and (b), to take account of, as appropriate, the needs of a range of sizes and types of entities in diverse economic settings.

Note  that right at the outset the public interest comes first ( at least on paper, if not in practice).  And note too  that whilst participants in the world capital markets are important (and they are) it is recognised that the interests of other users of financial information are just as important,   even if again practice has not followed principle.  Finally, amongst the many points that could be noted,  it is clear that this body thought it had obligation to all types of economic entity, in all types of market, and economies.

However, at this moment the International Financial Reporting Standard Foundation that governs the International Accounting Standards Board is revising its constitution. I have no doubt at all that one reason it is doing so is because of the pressure brought to bear on it by the in civil society campaigning for country-by-country reporting which would expose the tx haven activity of multinational corporations, which is being massively resisted by the accounting profession.   This is what it says in its proposed revised constitution:

In carrying out the IFRS Foundation’s mission as the standard-setting body, the IASB should develop financial reporting standards that provide a faithful presentation of an entity’s financial position and performance.  Those standards should serve investors and other market participants in their economic and resource allocation decisions.  The confidence of all users of financial statements in the transparency and  integrity of financial  reporting is critically important to the effective functioning of capital markets, efficient capital allocation, global financial stability and sound economic growth.

All mention of the public interest has gone.   Now the sole purpose of financial reporting is to serve the needs of financial markets. There is nothing else.

This is extraordinary:  at a time when the need for greater transparency and accountability with in multinational corporations has never been higher to restore public confidence, to support democracy, and to ensure that people are not abused the accounting profession is closing ranks to make sure that the information  available on the trading and other activities of the world’s largest companies is more hidden from view than ever before.

Hackgate must have consequences.  One of them is that questions must be asked about the right of the self appointed, private sector, tax haven-based organisation called the International Accounting Standards Board  to create rules for accounting for the world’s largest companies when there is a complete conflict-of-interest within it because the Big 4 firms of accountants sponsor it, their clients help promote it, and the needs of society at large and the democratic principle that companies are accountable to the states in which they are incorporated, and to the people of the world at large  are ignored by it.

We cannot hold the world’s corporations to account when they control the rules of accounting.  The time to reclaim those rules for parliaments has come, and the process of oversight of that rulemaking has now to be transparent and accountable itself, with the rights of large corporations being respected, but by no means being dominant within the process.

Will our legislators have the confidence  to do this?  Will they grab this opportunity? If they don’t, they will leave us for ever guessing about what large corporations are doing, and  will give those multinational corporations the opportunity to hide for good their activities, licit or otherwise, from public view. We cannot afford that. Democracies cannot survive that. Our society is threatened by the current opacity  we suffer. The time for reform is now.

 

As the Guardian has reported:

The chancellor, George Osborne, will fire the starting gun on the Treasury’s new tax grab of offshore gambling profits by making a statement to the House of Commons.

The move, squeezed into the House’s schedule on Monday, just before the start of the summer recess, follows a statement on the same topic last week by the heritage minister, John Penrose. He announced that every betting company offering wagers to British punters will have to obtain a UK licence – news that was widely seen as a precursor to the UK beginning to tax offshore operators.

So suddenly the government finds it can tax offshore transactions. I welcome that, of course.

So let’s have some further essential changes to make sure this always happens.

Let’s make sure that all VAT abuse through the Channel Islands ends, now.

Let’s ensure that all interest paid to an offshore entity is subject to a tax deduction at source – without exception (yes, including payments to banks wherever their head offices may be incorporated).

Let’s ensure all rents paid offshore are always subject to tax withholding at source.

And let’s scrap the appalling reforms to UK tax law introduced by George Osborne that actively encourages the use of offshore by multinational corporations and offers them massive tax savings if they do so – surely one of the most bizarre decisions by a Chancellor of the UK, ever?

And it’s time to say that all the farcical claims to be offshore made by so many multinational corporation subsidiaries by asserting board meetings are initialled at meetings in far flung places are just a charade and that all the entities in question are actually resident here in the UK where so obviously the decisions are really taken.

The people of the UK are fed up with scams. Let’s stop the offshore one.

 

As the Guardian reported earlier this week:

News Corp has announced plans to buy back $5bn (£3.2bn) of its shares in an attempt to halt the slide in value of Rupert Murdoch’s media empire.

Tonight it reports of BSkyB:

BSkyB directors will consider a payback of up to £2bn for investors and discuss James Murdoch’s future as chairman when they gather in 10 days for a board meeting.

So £5bn of shareholder cash is being used to pay for the Murdoch’s damaged reputation.

I think it appropriate to ask a few simple questions.

First – who is authorising this? If it’s the Murdochs – who thinks that appropriate?

Second, by how much will the Murdoch’s benefit? Are they lining their nest before leaving?

Third, how can we know NewsCorp will remain solvent after this given the scale of potential fines and compensation it might be paying?

A review of corporate governance at these companies seems essential. Surely it is time for the independent directors to step in and take firm action? Isn’t this their role? And if they haven’t got the courage to stand up now then what use are they?