UK: Charities Bulletin, September 2006

Last Updated: 15 September 2006

Reducing the risk of employee fraud

It is a common misconception that the smaller the charity the less susceptible it will be to employee fraud. In reality smaller charitable entities are likely to have more simplistic controls, which can lead to temptation getting the better of a minority of employees.

The risk of fraud may be split into two categories:

1. the risk that charitable funds might be misappropriated

2. the risk that a fraud might lead to misstatement in the financial statements

The duties of trustees
The fundamental duty of every trustee is to protect the property of the charity they serve and ensure that the resources attributed to the charity are allocated in such a way as to achieve its charitable objectives. If the trustees are not seen to have considered internal controls nor implemented or tested them, it is possible that the trustees might be found to have been negligent and become liable for such fraud.

Most fraud is fairly unsophisticated and if a charity establishes the basic internal controls and regularly tests that they are being implemented, then a charge of negligence will be more difficult to sustain.

Below are some common examples of how the two types of fraud noted above may crystallise in an organisation and some examples of simple controls that might be implemented to reduce the risk of such eventualities.

1. the risk that charitable funds might be misappropriated

Payroll Fraud
For charitable entities which employ a large number of staff, it becomes much easier for those charged with producing the payroll run to establish false members of staff, where monies might be diverted to a fake bank account.

Control: In most cases this type of fraud will be mitigated by stringent recruitment controls, which will include the copying of personal identification documents (such as a valid passport), obtaining references, the signing of an employment contract and the review of the monthly payroll run by a senior member of staff.

Of course the question then arises ‘What if the senior member of staff chooses to amend the payroll run to their own benefit, without the knowledge of the payroll clerk?’ This risk may be reduced by the installation of a further process of review where salaries may not be paid until approval by the entities treasurer.

Banking fraud
The risk of fraud has in many ways been heightened by the onset of internet banking, which clearly has its benefits in respect of convenience, given that the appropriate trustee cheque signatories may not be available, but also has its drawbacks in terms of security. Banks require identification numbers and passwords for transactions to be approved and there is a risk that this information could fall into the wrong hands (a temporary employee or volunteer), leading to the diversion of funds.

Control: This risk may be mitigated by dispensing with the use of internet banking altogether and instead pass the cheque signing duties to two independent responsible individuals. It is also worth noting that regular bank reconciliations would be likely to highlight any irregular transactions at an earlier juncture.

2. the risk that a fraud might lead to misstatement in the financial statements

Recognition of income from donations and legacies

It can often prove to be difficult to know when a donation or a legacy should be recognised in the accounts. Should it be recognised upon receipt, or should it be recognised upon notification from the donee/executor?

Income recognition must follow UK accounting standards, in particular FRS 5 Application Note G and UITF 40. These stipulate that income may be recognised depending on the following factors being met:

  • entitlement
  • certainty
  • measurement.

It is often due to the inherent uncertainty in respect of donations and legacies that fraud may be committed. For instance if an employed administrator is paid a bonus based on incoming resources or the surplus achieved in any financial period, there may be scope for fraud. It may be the case that for one period, the target has been met, the bonus secure and then a letter arrives in the post informing the charity that it is due to receive a further legacy. Charity administrators have been known to defer such information until the next financial year, in order to give a head start on the next years figures and thus help to achieve next years bonus. This could be a fraudulent act, in that the conditions of income recognition have been met, therefore a debtor and income should have been recognised in the accounts on the date the letter was received. The charities funds are in this case being misappropriated by the administrator.

Control: It is very difficult to set up a system to prevent such an action occurring. By their very nature, legacies are not usually that simplistic and the value may often change from that which was originally notified. The best way to prevent such fraud would be to remove temptation and in the example above, that would be to eliminate bonus related remuneration. However if this is not an acceptable course, the bonus criteria could be adapted to eliminate any income received in respect of donations or legacies. This action might be controlled further by ensuring that two responsible officers of the charity are always present when the post is opened.

Conclusion: Charities that are considering the above may find guidance from the Charities Commission, but a more concise guide might be found at Community Accountancy Self Help’s (CASH) website For more complex problems our advisers at Smith & Williamson will be delighted to provide detailed guidance on how a explicit system of controls might be enhanced and tailored to cover the risks facing your specific organisation.

Charity Commission news

Corporate plan 2006-2008

The Charity Commission has recently issued their corporate plan headlined ‘Creating a Better Society’. This document outlines its strategic direction until 2008 and, as a result, the Commission have set themselves six outcomes as part of this process, which are:

  • continually improving services, assisting charities to deliver
  • proportionate regulation
  • guiding charities in complying with their legal obligations
  • sharing knowledge and working together across the sector
  • enhancing trustees’ knowledge and understanding
  • increasing public understanding and support for charities.

These are all worthy aims and it will be interesting to see the Commission’s progress against these over the next two years.


The Commission’s co-ordinated one-stop-shop for charity enquiries, Charity Commission Direct, was launched on 16 May 2006. It has been set up to ensure that all new cases go straight to the right part of the Commission and will field all new enquiries via any channel, whether by phone, email, telephone or fax. Each enquiry will be risk assessed and priority requests will be immediately escalated. This may mean the Commission will forward the enquiry for specialist attention on day one or it may mean an immediate response is provided at the time the enquiry is made.

Other features include a dedicated trustee helpline backed up with skilled staff with experience of trustee enquiries, a database of frequently asked questions to provide immediate answers and a signpost facility that will enable non-Commission enquiries to be routed to the correct organisation.

The Commission expects this service to provide users with a faster turnaround time for all enquiries and help them spot trends that will enable them to improve the service in the future.

The contact details for this service are:

Tel: 0845 3000 218 (local rate)
Fax: 0151 703 1555

Accounts and annual returns

Charities with income totalling around £6bn did not file their accounts and annual returns within the legal ten-month deadline in 2004/05. The Commission feels that this is a significant cause for concern and, as a result, has issued guidance called ‘File Early’ in an attempt to persuade charities to file these documents before the deadline.

Whilst there is much to agree within this campaign, the Commission also calls on charities that are currently meeting the deadline to file accounts earlier. Effectively they are suggesting that a charity that files its accounts one month earlier than another is the more efficient organisation. It also appears to fall well outside the scope of the outcome the Commission set themselves of guiding charities in complying with their legal obligations as there is no legal obligation to file any earlier than the last day before the ten month deadline.

Many charities will file their accounts based on issues that have nothing whatsoever to do with efficiency and may merely relate to the historic date of the AGM, for example, or the date of issue by the Commission of the SORP 2005 example accounts!

The streamlined Annual Returns introduced in 2005 have been retained for 2006. The aim is to help reduce the burden on charities of red tape:

  • charities with income under £10,000 need only complete an annual information update form
  • charities with income between £10,000 and £250,000 should only complete Part A of the Return
  • all other charities will have to complete the full Return and those with income over £1m will also have to complete a Summary Information Return that will be published on the Commission website.

Directors of charitable companies and audit information

Most of us have heard of The Companies (Audit, Investigations and Community Enterprise) Act 2004 as the vehicle that established the legal form of the community interest company (that we discussed in the February issue). However, it also has significant personal implications for directors of charitable companies (commonly known as trustee directors) and enhances the rights of auditors to obtain information from charitable companies.

The trustee directors’ statement in the annual report

For charitable company accounts from 31 March 2006 year-ends onwards the trustee directors’ statement must include the two paragraphs set out below. The significant issue for trustee directors is that these statements should apply to each of them individually:

a) so far as the director is aware, there is no relevant audit information of which the company’s auditors are unaware, and

b) he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company’s auditors are aware of that information.

In most corporate organisations the directors have a level of involvement with their auditors to varying degrees and are more likely to be able to make the above statements without further work. However, many trustee directors will not have this involvement as the auditors may report to the executive staff or a sub committee of the board. Also part-time trustee directors and those in a non-executive capacity would have even less contact.

Therefore, charitable companies should ensure that there are controls and systems in place that will allow each trustee director to make the above declaration.

Providing information to auditors

Previously auditors of charitable companies had the right to require information and explanations from officers of a charitable company. This term was not fully defined and some confusion arose over who was actually required to reply to the auditors. This situation has been partially rectified with the widening of those required to respond to include employees, those holding the books and accounts, subsidiaries and their officers, employees and auditors together with all such persons who held any of the above posts in the period being examined by the auditors (e.g. past employees). There are strong sanctions against the failure to give information and to stop false information being given as these are both now criminal offences.

Charities Act update

The Commission is still hopeful that there will be a new Charities Act by the end of 2006.


The Commission are seeking suggestions for ways to reduce regulatory burdens, email suggestions to simplification@

Fundraising Standards Board (FSB)

Charities can display a quality mark indicating a commitment to best practice in fundraising thus providing donors with some reassurance. Details are available from

Taxation further tightening for charities

The Finance Act,19 July 2006, contains several clauses concerning charities.

Non-charitable Expenditure
The tax concept of ‘non-qualifying’ expenditure has been replaced with a new definition of ‘non-charitable’ expenditure which is expenditure not incurred exclusively for charitable purposes. The effect of this is that any non-charitable expenditure will now be treated as taxable income. This applies to expenditure incurred on or after 22 March 2006 and the de minimis level of £10,000 has been removed.

New rules apply to accounting periods commencing on or after 22 March 2006 whereby a charity’s trade is split into two separate areas: that exercised in the course of the charity’s primary purpose and that which has a non-primary purpose. The primary purpose will continue to benefit from tax relief. The non-primary purpose will only benefit if the trade is carried out mainly by the beneficiaries. Charities may however still benefit from the charitable exemption for ‘small trades’.

Substantial donors
Provisions were introduced restricting relief on transactions with ‘substantial donors’, defined as donors who make a ‘relievable gift’ (benefiting from tax relief) of:

  • £25,000 in one 12 month period, or
  • £100,000 over a six year period.

Records will now have to be maintained to monitor the level of gifts. Once a substantial donor has been identified, they will remain one for a period of five years after the year of the gift.

Transactions include the sale or letting of property by either party to the other, providing services by either party to each other or providing financial assistance. Transactions in the normal course of business should not be affected nor should transactions carried out at arm’s length. Excluded from the definition of ‘substantial donor’ are wholly owned subsidiaries and Registered Social Landlords connected with a charity. The effect of the restrictions is that expenditure with a substantial donor on or after 22 March 2006 could be treated as non-charitable expenditure.

Distributions/gift aid
The Noved Investment Co v HMRC decision created some confusion in the charities sector. The case related to gift aid donations made by a trading subsidiary to the parent charity and the interaction with the distribution legislation. HMRC sought to disallow the gift aid as a deduction for corporation tax purposes and treat the payment to the charity shareholders as a dividend. This could have affected trading subsidiaries owned by more than one charity. The Finance Bill introduced proposals to clarify that payments made by wholly owned subsidiaries are treated as ‘gift-aid’. Amendments to the original proposals have now ensured that equivalent treatment applies to subsidiaries owned by more than one charity.

Corporate donations
With effect from 1 April 2006, charities will have to monitor the level of benefits granted in exchange for donations from corporate donors, the rules are now the same as those applied to individuals and close companies. Broadly if the benefit exceeds 2.5% of the payment, the payment will not be treated as a qualifying donation by the company making the donation. This may, for instance, impact upon corporate sponsorship of charitable events.

Abolition of the nil rate band
Unfortunately some charities will suffer from the abolition of the nil rate corporation tax band from 1 April 2006. This affects trading subsidiaries where profits are donated by gift aid to the charity with the aim to reduce the taxable profit to the £10,000 nil rate band and building up working capital in the subsidiary. If your accounting period straddles 1 April 2006, you can still benefit from the nil rate band proportion up to that date so you could consider restricting any gift aid declarations to that level.

Extension of group accounts exemption

The amendment to the Companies Act permitting an intermediate parent company to take advantage, subject to certain conditions, of an exemption from preparing group accounts regardless of where its parent undertaking is incorporated, was discussed in the March 2006 issue of our Financial reporting newsletter. Previously the exemption was only available where the parent entity was established under the law of a European Economic Area (EEA) state.

To take advantage of this exemption, which came into effect from 1 January 2005, the consolidated accounts for the larger group in which the company is included are required to be drawn up in a manner ‘equivalent to consolidated accounts drawn up in accordance with the EU Seventh Company Law Directive.’ Interpreting how to apply these equivalence provisions is difficult in practice, so the UITF has issued a draft abstract to help companies determine if they can take advantage of the exemption.

Accounts prepared in accordance with IFRS as adopted for use in the EU will always be expected to meet the equivalence test. However, this will not necessarily be the case for other accounting frameworks. Frameworks which are based on IFRS, such as Australian GAAP, Hong Kong GAAP and South African GAAP, will usually meet the test of equivalence. However, the differences between the GAAP used and IFRS will need to be considered before a final conclusion is reached.

Accounts prepared in accordance with US GAAP and Canadian GAAP will also meet the test of equivalence subject to the following:

  • ensuring that the entities which are included in the consolidated accounts are consistent with those that would be included under the rules in UK GAAP and IFRS
  • ensuring that consistent accounting policies are used for all the entities included in the consolidated accounts
  • evaluating the effect of any exemptions or modifications to the GAAPs which might be allowed by specialised industry standards.

Accounts prepared under any other GAAP will need to be assessed for equivalence based on the relevant facts, including the similarities to and the differences from the GAAPs discussed above.

Smith & Williamson commentary

It is useful that consideration has been given to helping those UK companies to which the new law applies and who will be relieved of the burden of preparing group accounts. The draft abstract is, however, quite brief and questions remain about whether even the most widely used GAAPs can be viewed as equivalent or not.

Amendments to the FRSSE

The Financial Reporting Standard for Smaller Entities (FRSSE) is designed to act as a one-stop shop for smaller companies (i.e. small companies as defined in companies legislation and other entities which meet the same criteria).

The January 2005 version, for the first time, incorporated the relevant small company law requirements, as well as accounting standards, making it a comprehensive source of financial reporting requirements. Small companies, in most cases, do not need to refer separately to other accounting standards or Companies Act provisions.

The recent pace of change in UK company reporting, however, means that the Accounting Standards Board (ASB) is already proposing a new version of the FRSSE, despite the most recent version only having come into effect in January of this year. The proposed new standard is likely to be effective for accounting periods beginning on or after 1 January 2007.

The scope of the FRSSE

The exposure draft is proposing to prevent small companies that are also applying the fair value rules of the Companies Act from using the FRSSE. It is considered unlikely that a small company would want to apply these rules and, as a result, many of the complicated fair value rules for financial instruments contained in FRS 26 ‘Financial instruments: measurement’ have been omitted.

UITF 40: Revenue recognition and service contracts

The main provisions of this abstract are now included in the FRSSE. UITF 40 did not change UK accounting practice but provided much needed clarification of the existing guidance contained in Application Note G to FRS 5, which was included as an appendix to the previous FRSSE. On publication of UITF 40, many companies found that they needed to refine their existing policies for revenue recognition. This may also be true, therefore, for some FRSSE companies.

Smith & Williamson commentary

It is important that the FRSSE keeps pace with mainstream financial reporting whilst remaining a practical and cost-effective standard for small entities. In that regard the decision to limit the scope of the FRSSE to small entities that are not applying the fair value measurement rules of the Companies Act makes good sense for the majority of potential FRSSE users. However, the proposed requirement to fair value options granted to employees could still prove complex for small companies. Determining the fair value of the options granted is a technical area and likely to require the advice and assistance of professional valuers. As the options will relate to unlisted shares, the process will be further complicated by having to first value the shares before the value of options over those shares can be established. It is hoped that the ASB will weigh up the costs and benefits of these proposals for those small companies that do grant share options, which might be achieved through enhanced disclosure.

Improving the disclosure of auditors’ remuneration

2004 saw a number of statutory instruments affecting financial statements and annual reports, with application dates affecting 2005 and 2006 year-ends.

All but the smallest companies must now include in their Directors’ Report a ‘fair review of the business’, including analysis using key performance indicators together with disclosure regarding the use of financial instruments. Proposed dividends are no longer accrued unless approved before the year-end and unlisted companies now have the option to prepare IFRS accounts. All of these changes have already been covered in our Winter 2005 and Spring 2006 Financial Reporting newsletters.

The final change to come out of these statutory instruments is in relation to the disclosure of auditors’ remuneration. While in the past all but the smallest companies have had to disclose details of amounts paid to their auditors split between audit and non-audit services, for periods beginning on or after 1 October 2005, new rules require that companies and LLPs provide considerably more analysis of the amounts paid to their auditors.

The intention of the changes is to achieve greater transparency in financial statements to help combat the perceived threat to auditor independence where auditors also provide ‘other services’ to their audit clients. In future, the fees from those other services must be analysed and disclosed within one of ten categories specified in the legislation including ‘Other services relating to taxation’, ‘Internal audit services’, ‘Valuation and actuarial services’ and the far from concise ‘Services relating to corporate finance to be entered into by or on behalf of the company or any of its associates’. The rules dealing with which fees should be included within which heading are complicated and not always intuitive. For example, in a set of group accounts the work performed by the auditor on the consolidation return of a subsidiary of the group is disclosed as part of ‘Remuneration for audit services’.

However, fees receivable by the same auditor in respect of the statutory audit of that subsidiary are deemed to relate to ‘other services’ and are included in the group accounts under the heading of ‘The auditing of accounts of associates of the company pursuant to legislation’. It is not just the analysis between these different categories that will increase the amount of time and effort spent to ensure compliance. For a group, the previous disclosure requirements for non-audit services were restricted to only including amounts paid to the parent company auditors for services provided to that company and its UK subsidiaries. Under the new regime, the disclosure must include amounts paid in respect of any ‘associate’ of the company. Confusingly a company’s associates are defined as all of its subsidiaries, whether UK or foreign, and its associated pension schemes. Associates and joint ventures as defined in UK accounting standards are not included in the definition of an associate!

Widening the net further, the definition of ‘auditor’ does not just include the UK firm which provides audit services to the parent company. Where another firm which is part of the same network as the auditor performs services for that company or its subsidiaries, these amounts must now also be included.

In order to produce the disclosures for a set of group accounts, the finance director will need to determine which pension schemes are ‘associated’. They will then need to determine which of the associated pension schemes and subsidiaries had services provided to them by the parent company’s auditors or by firms from the same network as the parent company’s auditors. Information will also need to be gathered about what services were provided and how much was paid for those services. Finally the finance director will need to establish which of the ten categories these services fall into.

There is, however, some good news. Subsidiaries of groups which have included the disclosure of fees for other services in the group accounts are entitled to an exemption from disclosing this information in their individual accounts. In addition, small and medium-sized companies will also continue to be exempt from providing the disclosure relating to other services.

Smith & Williamson commentary

While we support the reasons for these additional disclosure requirements, gathering the information will add further complications to the year-end process. Unfortunately, further changes in this area are also expected over the next few years. The EU 8th Directive on Statutory Audit of Annual and Consolidated Accounts, which is due to be implemented across the EU by 2008, will also require detailed disclosure of auditors’ remuneration, but this is likely to differ from the requirements discussed above.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

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