Ledelsesberetningens troværdighed: I lyset af ændringer vedtaget med L100

Rikke Fløe-McEwan & Mads Lutz Jørgensen

Student thesis: Master thesis

Abstract

This thesis traces the development of the mandatory Operating review introduced by the Parliament introduced in March 2008, and investigates its potential role in providing enough information. The latter issue is explored by means of 3 case studies followed by 3 in-depth interviews designed to investigate more fully corporate views as to the probable impact of the new regulations. The thesis begins with a general presentation of the background to why we have chosen this subject, and what limitations we have made during the process. This narrows us down to the actual research question on how to ensure an accurate reporting of the operating review in listed companies before and after the enactment of L100. In order to discuss the above, we introduce a number of theories that help to understand how to read the operating review in order that it will benefit the individual reader. Nicklas Luhmann was a sociologist who authored more than 20 books about communication. Communication is an essential part of the operating review as the recipients have different preferences. To understand how to communicate with the outside world, we have therefore focused on the different kinds of information and categorized it into biological, social or psychological. We commence the general audit process with the attention placed on the issues based on "Nørbyudvalgets anbefalinger." Throughout the thesis we also discuss the code of conduct, risk management, fraud and internal control. Following that, we have used the above-mentioned theories, laws and recommendations to analyze the operating reviews for AP Møller Mærsk A/S, Novo Nordisk A/S and Carlsberg A/S. The findings of these three cases vary from company to company. APMM addresses other businesses whereas NN and Carlsberg address the consumers, which points to the differences in the structure of the three operating reviews. All three companies have implemented an audit committee to help them communicate with their external accountant to improve the internal controls. This will, under the former law, provide the shareholders with a more trustworthy operating review. On the other hand implementing the new law means that the companies no longer have to substantiate what they have written in the operating review. In continuation of the discussion of whether the operating review is more trustworthy before or after L100, the thesis argues in favour of the Danish system, which stipulates that there is a board and a management, who are supposed to supply and test each others area of responsibility. We cannot agree that it actually works in practise and will attempt to give a reason as to why we think it does not work. To examine the accountants’ work, before and after L100, we have discussed the nature of the responsibility of the accountant. Before the L100 the accountant had to give an accountant's statement in connection with the operating review based on an audit. But after the regulation, L100, the accountant must give a written statement based on what the person has read. The company no longer has to document the statements of their operating review. Conclusively it means that the accountant has less responsibility, but on the other hand must give a more precise explanation. To finalise the thesis, we have given our suggestion to what might be a future statement on the operating review.

EducationsMSc in Auditing, (Graduate Programme) Final Thesis
LanguageDanish
Publication date2008
Number of pages217