Revisors prospekterklæring: En undersøgelse af den mest hensigtsmæssige udformning

Mie Boesen & Vivi Kofod Funch

Student thesis: Master thesis

Abstract

The prospectus is a fundamental source of information to the market when a Company is going public. The Company has the main responsibility for ensuring that the prospectus gives a true and fair view of the Company's operations, financial and other information. The financial intermediaries and auditors have a limited responsibility for the information disclosed in the prospectus. The Company, the financial intermediaries and the auditors are all required to submit separate declarations in the prospectus stating their responsibilities. Our research has mainly focused on the auditors' work and declarations, and our results have clarified several issues. Our analysis shows that in the current Auditor's declaration there is a lack of consistency between the description of the subject, the used criteria, the work performed and the auditors' conclusion. Additionally, the current declaration does not reflect the actual work performed by the auditors. Auditors' work should include reconciliation of all accounting information in the prospectus to previous financial reports (audited in prior periods) and reading of the prospectus to ensure that the prospectus is consistent with the auditors' knowledge about the Company's financial information. Furthermore, our analysis shows a lack of consistency between auditors' own assessment of their role and responsibility compared to investors' expectations. Our findings indicate that investors expect that all sections of the prospectus are included in the auditor's work (including non‐financial information outside the auditors' expertise). Our findings also show that the declarations are only important because they are part of the Danish practice. To ensure effective and clear communication in the work and responsibilities of the auditors and to reduce the expectation gap between investors and auditors, based on our findings, we recommend that a discussion with OMX be initiated and that the wording of the current declaration conclusion be changed. The declaration should align the conclusion and the work performed. The auditors' role and responsibilities should be clearly stated in the declaration, and we therefore suggest that a standard declaration in accordance with applicable requirements be introduced. We suggest that the auditors' declaration in the prospectus should only cover the sections with financial information. Furthermore, we suggest a clear communication strategy when addressing investors, which defines the auditors' role and responsibility for reviewing prospectuses.

EducationsMSc in Auditing, (Graduate Programme) Final Thesis
LanguageDanish
Publication date2011
Number of pages279