Following our conversation earlier, I have prepared a report into Kingfisher Plc to help you with your investment decision. I have split this report into two sections, to help you analyse the company’s financial management practices and also to determine what represents a fair price for the company’s shares.
As we discussed earlier, when making any investment it is vital to consider the financial management policies and practices of the company. These include what the company invests in; how these investments perform; how the company raises funds to invest; and how the company treats its profits. As such, the first part of this section will address these four sections in turn, and how these affect the performance of the company.
The second section will address the fair value of the shares of the company. This is because, whilst the company may perform well, if the shares are purchased for more than a fair value, based on the company’s ability to earn, they may not provide a good return to an investor.
I hope this report will be of interest to you, please let me know if you have any questions about any aspects.
Part A) Financial Management Investments
Kingfisher’s primary investment over the past five years has been in tangible assets, such as property, plant and equipment, which have made up over fifty percent of total assets over the past five years. The majority of the remaining assets are composed of goodwill, with small amounts devoted to pension plans, financial derivatives and other intangible assets. This can be seen in the table below:
Table of non current asset values for Kingfisher Group Plc (all in £ millions)
Property, Plant and Equipment
(Source: Kingfisher, 2008)
The main trend in the assets of Kingfisher has been a steady rise in the value of property, plant and equipment as well as other assets. The main change in the other assets is a rise in the level of post employment benefits; deferred tax assets; and derivative financial instruments, which were not on the balance sheet in 2003 but have a total value of over £200 million in 2008. In addition, the drop in all values from 2003 to 2004 is a result of the disposal of the Chartwell Land property portfolio, which resulted in a reduction in the value of all asset classes due to the transfer of goodwill associated with the property sold. From 2004 onwards, the company has engaged in a significant expansion program based on organic growth and the opening of new stores. This has naturally increased the value of the total property, plant and equipment; with a small drop in 2007 where the company disposed of some of its less profitable stores.
This balance in assets is largely expected because Kingfisher is a retail group, operating stores such as B
History of Accounting Standards in the UK
Accounting norms and standards, applicable for companies in the UK, emanate from the Companies Act, 1985, amended later by the Companies Act, 1989, and by subsequent statutory instruments. While the Companies Act lays down minimum reporting requirements, such as filing of accounts with the Registrar of Companies, other agencies like the Accounting Standards Board, (ASB) and the Institute of Chartered Accountants of England and Wales, (ICAEW) are responsible for laying down accounting standards, and for the development and regulation of the accounting profession. The ICAEW, the English and Welsh accountancy body for accountants and auditors plays a major role in controlling the accountancy profession, and the conduct of its members.
Accounting standards, known as Financial Reporting Standards, (FRSs) are issued by the ASB and form the guidelines for preparation of accounting statements. The Generally Accepted Accounting Principles, known as UK GAAP, governed the preparation of accounts, in the UK, until 2005. Most countries, in the past, had their own national GAAPs, each being quite different from the other. The international initiative for harmonisation of accounting practice has led to the adoption of International Financial reporting Standards, (IFRSs) by all listed companies in Europe. Listed companies in the UK have to prepare accounting and financial statements, in line with IFRS requirements, from 2005. Unlisted companies can continue to prepare their accounting statements under UK GAAP, and can switch to IFRS standards with more comfort.
Accounting methods, in the UK, have traditionally depended upon accepted accounting principles, rather than a body of rules. Accounting statements aim to “portray the nature of accounting entities operating in a free economy characterised by private ownership of property”, (Principles based or rule based accounting standards, 2006) and depend upon concepts like those of ownership, entity and funds. The objectives and concepts of accounting resulted in the establishment of widely accepted accounting principles, namely (a) cost principle, (b) revenue principle, (c) matching principle, (d) objectivity principle (e) consistency principle, (f) full disclosure principle, (g) conservatism principle, (h) materiality principle (i) uniformity principle and (j) comparability principle. (Riahi-Belkaoui, 2004) With time, these principles led to the development of techniques, and rules, to facilitate functioning, and ensure uniformity of treatment, on a large scale, by professionals and companies.
In the US, where accounting developed parallely to the UK, accounting standards were also based upon established principles. However, over time, the demands of the business environment in the US led to the creation of voluminous rules that dictated the preparation of accounting statements. The major reasons for this were easier enforceability, better comparability and consistency, usefulness in situations that were complex and needed sophisticated interpretation, control of earnings management and creative accounting, and resolution of inconsistencies in existing standards. While there is some truth in these assertions, (with rules undoubtedly developing because of the demands and challenges faced by the accounting and business fraternity), this enormous body of rules grew into a multi headed hydra that worked against the basic reasons that had necessitated their creation. The increasing complexity and sheer volume of successive rules led to their adherence becoming more important than the underlying principles. This, in turn, led to a number of undesirable results including the development of a box ticking approach, the usage of the wording of rules, by unscrupulous manipulators, for window dressing and creative accounting, overloads and delays in preparation of accounting statements, delays in framing of new rules in response to changes in the marketplace, and the propensity for professionals to take refuge in rules rather than in representing difficult and uncomfortable realities. A significant body of opinion relates the numerous frauds that emerged in the US in the late nineties, and the early years of this century, notably the Enron and WorldCom episodes, to the rules based accounting system of the United States.
Many experts feel that the accounting system of the UK, based upon adherence to accounting principles rather than rules, has helped in protecting the British economy from such disasters. Principle based accounting standards arise out of a conceptual and theoretical framework of transparency and simplicity with a hierarchical and overriding position of principles in the determination of accounting decisions. Principle based accounting requires three elements (a) overarching concepts, (b) principles that reflect these overarching concepts and (c) limited guidance. Guidances are necessarily limited, in principle based accounting, and apart from a small number of interpretations on major issues, are built in, by way of small explanations, in the standards themselves. Usage of this approach naturally requires much greater involvement and responsibility on the part of the directors of companies, as well as from professional accountants and auditors, and enjoins them to ensure the presentation of accounts in strict accordance with principles.
The adoption of IFRS, since 2005, has led to the usage of new Financial Reporting Standards in the preparation of accounts in the UK. While some changes have been necessary, especially in the treatment of goodwill and other intangibles, the number of commonalities between UK GAAP and IFRS, (primarily because the IFRS also follows a principle-based approach) have helped in making the change smooth and trouble free. IFRS 1 illustrates the commonality shared by UK GAAP and IFRS on principles. The key principle behind IFRS 1 is full retrospective application of all IFRS, in force at the closing balance sheet date, for the first IFRS financial statements. It provides guidance in the use of hindsight and the application of several versions of the same standards. While it works on principles, with companies given significant flexibility in their reporting, it expects companies to maintain transparency and achieve comparability.
The principle-based approach is also the base for the code of ethics governing accounting professionals, and the code of corporate governance in the UK. Over the past fifteen years, the UK government has initiated a number of studies into improving corporate governance by eminent and experienced individuals. The Greenbury Report (1995), the Hampel Report (1998), and the Turnbull Report (1999) followed the Cadbury Report of 1992. The Cadbury report stands out, not just because it was the first of various studies that helped in the development of corporate governance in the UK but also because it was clear in adopting a principle based approach that originated a self regulatory approach “whereby reporting of compliance (became) part of the listing requirements for public companies.” (Jones and Pollit, 2003)
The emphasis on the board as a focal decision point could be said to be led by Cadbury, as could be the emphasis on appropriately constituted board sub-committees (remuneration, audit and nomination), independent non-executive directors and the separation of chairperson and chief executive positions. Many of the recommendations of the Cadbury Code have been incorporated into the OECD Principles of Corporate Governance (OECD, 1999) and into other national Corporate Governance Codes (Cadbury, 2000). (Jones and Pollit, 2003)
These various studies, as well as a long running Company Law Review, carried out at the instance of the UK government, led first to the formulation of the Combined Code of Corporate Governance, 2003, and then to its replacement, with the Combined Code of Corporate Governance, 2006, applicable for reporting years beginning on or after November1, 2006. The combined code stresses the primacy of principles, and self-regulation, by company boards. The code contains principles, and supporting provisions, with listing requirements making corporate governance disclosure statements, prepared in two parts, mandatory. While the first part requires companies to report on the application of the principles contained in the code, the second part requires them to confirm compliance with the code’s provisions, with appropriate explanations if they do not. The “comply or explain” approach helps both companies and investors, and allows shareholders to make their own judgements. Some of the main principles embodied in the combined code require (a) every company to be headed by an effective board, collectively responsible for the success of the company (b) clear division of responsibilities at the head of the company, between the running of the board, and the executive responsible for running the company’s business, (with no individual having unfettered powers of decision), (c) a balance between executive and non-executive (in particular (independent non-executive) directors, (d) formal, rigorous and transparent procedures for appointment of new directors, (e) the provision of information to the board, in a timely manner, and of quality appropriate for it to make proper decisions, (f) the need for the board to evaluate its own performance, as well as that of its directors (g) the regular re-election of directors and planed and progressive refreshment of the board,(h) a remuneration policy, (sufficient but not excessive), and structured to link remuneration with performance, for the executive directors, (i) transparency in fixation of remuneration, with directors not to be involved in fixing their own remuneration, (j) the presentation of a balanced and understandable assessment of the company’s position and (k) a sound system of internal control for safeguarding investor wealth and company assets. While the combined code contains a number of other principles, the ones illustrated above emphasise that company boards are enjoined to act responsibly, and with common sense, be transparent in their actions, and adopt a principled and virtuous path in corporate action. The principle-based approach ensures freedom and flexibility in operations while necessitating the highest codes of corporate conduct. (The combined code on corporate governance, 2006)
The code of ethics adopted by the ICAEW, effective September 1, 2006, requires adherence to five key principles, namely, integrity, objectivity, professional competence and due care, confidentiality and professional behaviour. The code, which has three parts, establishes the five fundamental principles that govern professional ethics and provides a conceptual framework for applying these principles. “It provides examples of safeguards that may be appropriate to address threats to compliance with the fundamental principles and also provides examples of situations where safeguards are not available to address the threats and consequently the activity or relationship creating the threats should be avoided.” (Code of Ethics, 2006) The code elaborates that threats could arise from self-interest, self-review, advocacy, familiarity and intimidation. It is exhaustive in the treatment of fundamental ethical principles, the threats that may arise and compromise these principles and the approach best suited by professional accountants in facing and overcoming these threats. The guidance provided is more than adequate for trained and committed accountants to conduct themselves in the best traditions of ethicality even without having to follow voluminous and complex rules.
Shaken by the Enron and WorldCom affairs the American establishment pushed through the Sarbanes Oxley Act (Sox) in 2002, aiming to increase transparency, and rid the US corporate world of potential conflict-of-interest issues between a broad spread of parties, including clients and auditors. Sox has some distinctive features, namely rigorous new reporting requirements for all listed companies, sharply enhanced responsibilities for senior management in the presentation of accounts, (including the spectre of long jail terms for offences like fudging figures and misreporting), and restrictions on auditors dealing with clients for long periods. “Sox is the most important piece of accounting and corporate governance to have come out of the US since the Great Depression.” (Holliday, 2003) Apart from laying down much greater responsibilities for members of top management, it has also opened a great debate in the USA on effecting a changeover from rule based accounting to principle based accounting.
It does this first in section 108(d), which requires the SEC to study the accounting system to ascertain the extent to which it is “principles-based,” as opposed to “rules-based,” and to tell us how long it will take for us to achieve a “principles-based” system; and second, in section 108(a), which requires the Financial Accounting Standards Board (FASB) and any other approved standards-setting body to adopt procedures ensuring prompt consideration of new rules reflecting “international convergence on high quality accounting standards.” (Bratton, Abstract, 2003)
While significant change on this front is yet to happen, US GAAP and IFRS practices are converging with each other. The IASB and the FASB are working together, since 2002, to reduce and eliminate differences between IFRS and US GAAP. IFRS 3, for example, provides a good example of how IFRS has moved substantially towards US GAAP. The phasing out of the “pooling of interests” method, under IFRS made it mandatory, from March 31, 2004, for companies in the EU to identify the acquiring entity, adopt the purchase method of accounting, and replace amortisation of goodwill with the impairment method. While the calculation of impairment of goodwill differs under US GAAP, the principles, in both cases, remain the same.
IFRS 5, one of the more important standards deals with non current assets held for sale and presentation of discontinued operations. Non current assets need classification as “held for sale” subject to certain conditions being met, and income statements need to disclose a single amount on the face of the income statement that includes details of profits, capital gains and cash flows from discontinued operations. While the move to reclassify non-current assets appears to be unquestionable, the stripping out of all commercial effects of discontinued operations is sensible and based upon the business entity principle. It will provide a much clearer vision of current economic performance. (Kirk, 2006)
As the countries of Europe, along with New Zealand and some other states, move towards adoption of IFRS, the global movement towards implementation of principle based accounting is becoming stronger. Adoption of common standards becomes feasible only if they work upon principles and not rules. It becomes well nigh impossible to find commonality between two sets of voluminous rules that arise out of location and situation specific circumstances. Principles, on the other hand, represent globally common moral and ethical values, and provide opportunities for common grounds for discussion and decision. This is also the main reason why accountants in the UK have found it comparatively easy to adopt IFRS practices.
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