Related Party Issues

As I have mentioned in previous blogs on the subject. FRS 102 represents a complete new accounting framework and as such it is likely that unforeseen problems will arise when people implement it.

One such issue that has recently arisen involves related party transactions.

One of the more controversial proposals in the new SORP was that the accounts should disclose, in aggregate, the rental income received and rent arrears of governing body members (para 16.8).

All related party transactions, including transactions with board members, and any balances outstanding at the year end, must be disclosed in a note to the financial statements regardless of whether they are carried out on an arm’s length basis. Paragraph 33.13 of FRS 102 permits the disclosure of items of a similar nature in aggregate and therefore, for example, disclosure of transactions with tenant board members for rents received during the year and year end arrears, is required in aggregate only

There are a few things worth noting in this paragraph in the SORP. Firstly, it refers to ‘all related party transactions’ and secondly the requirement to disclose tenant member’s rent received and rent arrear balances is given as an example of something that can be disclosed in aggregate. So this covers more than just tenant member rent and arrears.

The overall requirement is that related party transactions be disclosed. So this would include any other transactions with governing body members, for example factoring transactions for members that receive a factoring service from the RSL. However, the requirement may be more onerous than you would initially think.

Paragraph 16.3 of the SORP sets a list of individuals or groups that will always be considered to be related parties for RSLs

The following are considered to be related parties for all social landlords:

(a) Key management personnel (this includes board members) and their close family

(b) Subsidiaries, associates, collaborations and joint venture entities not fully eliminated on consolidation, and

(c) Pension schemes for the benefit of employees of either the reporting entity or an entity related to the reporting entity.

This suggests that not only are tenant governing body members considered to be related parties, but their close family are as well. This would mean that not only would the RSL have to disclose the rental income and rent arrears of tenant members, but also those of their close family. The same would apply for tenant members who receive a factoring service or any other service from the RSL.

In a moment of clarity the SORP defines what is meant by ‘close family’:

Those family members who may be expected to influence, or be influenced by, that person in their dealings with the entity including:

(a) That person’s children and spouse and domestic partner
(b) Children of that person’s spouse or domestic partner, and
(c) Dependents of that person or that person’s spouse or domestic partner.

Overall, we would suggest that SORP instructs RSLs to disclose, in aggregate, the transactions with governing body members and their close family members. Whether this was the intention when the SORP was drafted is another matter.

This is likely to have an impact on community-based RSLs who will often have tenant governing body members who are likely to have close family that are also tenants. RSLs should consider whether they currently capture the necessary information for this disclosure (e.g. through declaration of interest forms) or whether this information will need to be obtained from governing body members.

It should be emphasised to governing body members that these disclosures are aggregated and details of individual rent and arrears balances are not disclosed (unless of course there is only one tenant member on the governing body).

This is one of a number of issues that are likely to arise when the new SORP is first implemented and we will endeavour to keep our clients informed as and when we become aware of issues.

If anyone has any queries, or questions regarding this blog, or FRS 102 in general please contact us.

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About Phil Morrice

Phil is a Partner at Alexander Sloan. He specialises in providing services to RSLs and commercial businesses and divides his time between our Glasgow and Edinburgh Offices.
This entry was posted in SORP 2014 and tagged , . Bookmark the permalink.

4 Responses to Related Party Issues

  1. Michael Carberry says:

    Hi Phil

    We will not disclose personal information for Committee Members. This is on a point of principle and that it breaches Data Protection legislation – if it doesn’t – it should!

    • Phil Morrice says:

      Hi Michael – for clarification – the figures are disclosed in aggregate not individually. So the financial statements will state something along the lines of “During the year the tenant members of the management committee and their close family paid £9345 in rental charges”. In situations where there is only one tenant member there may well be personal data issues. This is one of the consequences of applying accounting rules of companies to RSLs – something that makes sense for companies may not for RSLs. For most, if not all, RSLs this disclosure will be meaningless and burdensome – but if you think that is bad wait to you hear the rest of it! Regards
      Phil

  2. Gerry Shepherd says:

    Like a lot of the recent SORP’s most of it has not been properly thought through. As you allude to Philip, this was probably not the spirit of the ‘regulations’ that was intended. We should not overreact to much if this stuff snd let it evolve over time and with good practise. There certainly is some issues with privacy laws, should there only be one tenant on the board. Let’s get the SHR involved !! 😉

    • Phil Morrice says:

      I agree Gerry.
      I think the focus of this SORP was on impairment and not enough time was spent considering the other changes and the impact they would have – particularly on smaller RSLs. A number of similar issues have come out the woodwork and I doubt this will be the last.

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