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1、CORPORATE FINANCE MANUAL This updated manual focuses on the IFRS accounting policies relevant to IHG. Guidance and interpretation is also provided on the key policies. US GAAP is not covered as the technical US GAAP issues are all dealt with by the Controllers Group. SectionContents1General2Updates
2、and resolving queries3Accounting policies4Policy applicationSectionDescriptionPage1general52updates and resolving queries7SectionDescriptionPage3.1basis of accounting103.2consolidation113.2.1subsidiary undertakings113.2.2minority interest123.2.3associates and joint ventures133.2.4off balance sheet i
3、tems143.2.5acquisition of subsidiary undertakings143.2.6disposals of subsidiary undertakings153.2.7translation of overseas subsidiaries153.2.8consolidation adjustments163.3foreign currencies173.4prior period adjustments183.5post balance sheet events193.6tangible fixed assets203.6.1tangible fixed ass
4、ets203.6.2capital expenditure and initial measurement213.6.3capitalisation of own labour223.6.4depreciation223.6.5disposal / sale of fixed assets233.6.6licences243.6.7impairment reviews243.7intangible assets253.7.1software costs253.7.2research and development263.7.3inducement payments263.7.4manageme
5、nt contracts273.8associates, joint ventures and other equity investments283.8.1fixed asset investments283.8.2associates and joint ventures283.8.3other equity investments293.9other non-current financial assets303.10inventory313.11cash and cash equivalents323.11.1cash equivalents323.12provisions for l
6、iabilities333.13contingencies343.14revenue recognition353.15revenue expenditure363.15.1research and development363.15.2repairs and maintenance363.15.3advertising, sponsorship and promotions373.15.4pre-opening expense373.16pensions, holiday pay and employee benefits383.16.1defined benefit pension sch
7、eme costs383.16.2defined contribution pension scheme costs383.16.3Holiday / vacation pay / long term service awards383.16.4Severance / termination / redundancy payments393.17share based payments403.18leases413.18.1finance leases413.17.2operating leases413.18.3other lease issues413.19segmental report
8、ing423.20assets held for sale and discontinued operations443.20.1assets held for sale443.20.2discontinued operations44SectionDescriptionPage4.1identification of subsidiaries464.1.1principles and definitions464.2acquisitions and disposals474.2.1principles and definitions474.2.2acquisitions484.2.3disp
9、osals534.2.4key information to be gathered and retained534.3foreign currencies574.3.1principles and definitions574.3.2approach to foreign currency translation584.4tangible fixed assets594.4.1principles and definitions594.4.2carrying value594.4.3categorisation of tangible fixed assets604.4.4propertie
10、s614.4.5fixtures, fittings and equipment624.4.6payments on account and assets in the course of construction624.5capital and revenue expenditure634.5.1principles and definitions634.5.2initial measurement644.5.3capital retirements654.6depreciation664.6.1principles and definitions664.6.2timing of depre
11、ciation and depreciation base664.6.3accelerated depreciation674.6.4depreciation rates684.6.5standard depreciation assumptions704.6.6illustration of assets and asset components714.7sales / disposals of fixed assets754.7.1principles and definitions754.7.2disclosure764.7.3accounting treatment764.8impai
12、rment of fixed assets and goodwill774.8.1overview774.8.2key concepts774.8.3impairment review794.8.4allocation of impairment losses804.8.5subsequent monitoring of cash flows804.9associates, joint ventures and other equity investments814.9.1principles and definitions814.9.2consolidated accounts834.9.3
13、checklist for qualification of an investment as an associate844.9.4disclosure required in consolidated financial statements854.10non-current financial assets864.10.1principles and definitions864.10.2accounting864.11provisions for liabilities and charges874.11.1definition874.11.2recognition of provis
14、ion874.11.3measurement of provision874.11.4future operating losses884.11.5onerous contracts884.11.6restructuring costs884.11.7disclosures894.12contingencies904.12.1principles and definitions904.12.2normal uncertainties904.12.3contingent assets914.12.4identification of contingent liabilities914.12.5a
15、ccounting treatment of contingent liabilities924.13revenue recognition934.13.1principles and definitions934.13.2treatment of franchise fees934.13.3treatment of management fees944.13.4technical service fees944.13.5supplier incentives and rebates954.14pension costs964.14.1principles and definitions964
16、.14.2group income statement974.14.3balance sheet accounts974.14.4disposal of a subsidiary984.14.5acquisition of a subsidiary984.15leases994.15.1principles and definitions994.15.2accounting for finance leases1004.15.3operating leases1024.15.4sale and leaseback transactions1024.15.5lease incentives103
17、4.15.6other lease issues1031.0 GeneralA. ContextThe system of financial reporting within IHG is designed to ensure that the Group publishes accounting information in the public domain which is consistent and complies with best accounting practice. In order to achieve these objectives Group accountin
18、g polices and procedures are established which should be consistently applied throughout the Group for the purposes of Group reporting. These policies and procedures should also be applied to individual entitys financial statements unless to do so would contravene local legislation or standards. The
19、 preparation of accounting information for release into the public domain is ultimately the responsibility of the IHG PLC directors. It is their responsibility to review this information and to ensure that the financial statements give a true and fair view of the company and comply with appropriate
20、legislation. Quality control for accounting information is effectively achieved by the main board delegating the responsibility for preparing the underlying financial statements to the Finance Director. Ultimately it is the Board which must ensure that appropriate control procedures are adopted in o
21、rder to achieve the group objectives. Information contained in this Manual is strictly confidential and for use only by IHG Group personnel and the Groups professional advisers. It is not to be distributed or otherwise published outside the Group. Any external advisers using the manual are not permi
22、tted to copy any material or to remove the Manual from the premises.B. ControlControl is exercised at three levels, namely:1. Controllers Group (Global)2. Regional and Functional Finance Director (divisional level)3. Business Service Centres (global and divisional)4. Project managementAt the corpora
23、te level, information supplied by divisions is consolidated into a Group total and reviewed for compliance against published reporting standards. At the divisional level control is exercised by monitoring performance against specific operating targets. The BSCs are responsible for transaction proces
24、sing.C. StructureFinancial control and reporting recognises two related structures within the Group - the management structure and the legal structure. The management structure is based on the Groups operating divisions plus those companies not falling naturally within a division. It links to the se
25、gments used for external reporting. The legal structure represents the legally recognised entities (companies and branches) which comprise the total Group. For the sake of convenience, financial reporting is concentrated into certain reporting units (components) though still greater in number than d
26、ivisions. 2.0 Updates and resolving queriesTo:See DistributionFrom:Ralph WheelerRef:Date:Cc:Page:1 of 3PROCEDURES FOR ESTABLISHING/AMENDING ACCOUNTING POLICIESDecision RightsDecision Rights for establishing and amending accounting policies resides with the Controller. What is in scope?All accounting
27、 policies and interpretations. At a high level, Policies include all the accounting policies followed in the preparation of the Group Financial statements (IFRS and US GAAP). At a more detailed level the Controller responsibility extends to all interpretations of Group policies for specific local/re
28、gional application. Interpretation includes, as required, establishing the accounting for specific transactions or types of transaction to enable a consistent global approach to be followed within the boundaries of Group policies. What is not in scope?In some circumstances local GAAP or statutory re
29、quirements will necessitate variations to Group policies. In these instances, those responsible for the preparation of local accounts should agree an interpretation with the local auditors and ensure a consistent regional application. The Controller Group should be advised of all material deviations
30、 and can be involved in local discussions if technical support is required.This document deals only with accounting policies and interpretations and not with issues related to Delegation of Authority, Chart of Accounts or Standard Reporting.Proceduresi) New policies required because of changes in GA
31、APThe need for new policies will generally arise because of changes to the statutory environment in which the Group operates. In most cases the need for a new policy will be driven by the introduction of new Accounting Standards in the UK.Within three months of the issue of a new Standard, the Contr
32、oller Group will summarise the key points of the Standard and issue this summary, together with a timetable for establishing a new policy, to the Regional Finance Directors and the BSC Global Process Owners. When possible, the timetable will target finalisation of the new policy at least three month
33、s ahead of implementation date to ensure that systems changes and impact can be properly assessed. For Standards with accelerated implementation dates this may not be possible. The process will include interpretation of the Standard, Industry view, Technical view, Auditor input, assessment of impact
34、, policy recommendation, Business Unit and BSC input.The final policy will be drafted by the Controller Group and circulated to the Regional Finance Directors and BSC Global Process Owners for comment, prior to finalisation and submission to the Executive Committee, if appropriate. ii) New policies
35、required because of changes in the business operating environment; andiii) Amendments to existing policies and interpretationsIn most cases, requests for amendments will come from the Regions or Global Functions in conjunction with the BSC, in light of experience of the application of existing polic
36、ies or changes in business processes. BSC requests must be in a globally agreed format before submission.All requests for amendments must be sent to the Controller indicating: reason for change financial impact of change requested timetable for implementation potential impact on CoA, RCoA and Standa
37、rd Reports potential impact on other policies (non-accounting policies) requesting Business Unit/BSC sign off SVP Global BSC sign off if the request is driven from the BSC Within 2 weeks of receipt of a request for change, the Controller will assess whether the change requested appears acceptable un
38、der relevant GAAP if not, then the request will be denied. If compliance is not an issue, the Controller will send the request to the Regional and Functional Heads of Finance, the BSC Global Process Owners and the SVP Global Business Service Centres (and tax if appropriate) for comment within 3 week
39、s.Once all comments are received the Controller Group will summarise the responses and report to the originator any questions raised. Following receipt of clarification from the originator, the Controller will decide on approval/non-approval.Notification of changesOnce approved the Controller Group
40、will issue formal notification to the Executive Committee, if appropriate, Business Unit Finance Heads and the BSC Global Process Owners, who will then distribute as appropriateAll changes will be included in the next update version of the relevant accounting manual. 3.1 Basis of accountingA. Defini
41、tionThe basis of accounting is the convention under which the Groups financial statements are expressed. The Group financial statements are prepared on a historic cost basis, except for certain items of property plant and equipment which are held at revalued amounts under the transitional rules of I
42、FRS 1, and derivative financial instruments and available-for-sale financial assets that are measured at fair value. The consolidated financial statements are presented in sterling and all values are rounded to the nearest thousand (000) except when otherwise indicated.B. Group policyThe Groups cons
43、olidated accounts are prepared on the basis of applicable IFRS, including all International Accounting Standards (IAS), Standing Interpretations Committee (SIC) and International Financial Reporting Interpretations Committee (IFRIC) interpretations issued by the International Accounting Standards Bo
44、ard (IASB) as published.In 2005 IFRS 1, first-time Adoption of International Financial Reporting Standards, was applied in preparing the financial statements. The Group adopted the following exemptions available under IFRS 1:a) Not to restate the comparative information disclosed in the 2005 financi
45、al statements in accordance with IAS 32 Financial Instruments: Disclosure and Presentation and IAS 39 Financial Instruments: Recognition and Measurement.b) Not to restate business combinations before 1 January 2004.c) To recognise all actuarial gains and losses on pensions and other post-retirement benefits directly in shareholders equity at 1 January 2004.d) To retain UK GAAP carrying values of property plant and equipment, including revaluations, as deemed cost at transition.e) Not to recognise separately cumulative foreign exchange movem