John was the CFO of TS-Com PLC, the Thailand subsidiary of SG-Com Pte. Ltd., a largetelecommunications company based in Singapore. SG-Com owned 70% of TS-Com. The other30% was listed on the Bangkok stock exchange and publicly traded. SG-Com was also a publiccompany listed on the Singapore stock exchange. John was also involved in investor relations andspoke to equity analysts from investment firms regularly about TS-Com’s financial performance.John loved his job and was grateful that Ken, TS-Com’s CEO, recommended him for the role.They had joined SG-Com on the same day in 2013 and developed a good working relationshipover the years. When Ken, a high-flyer in the Sales department, was promoted to head theThailand subsidiary in 2020, he recommended John for the CFO role. John was thrilled to get anoverseas posting that came with a generous compensation package and perks.Early in 2023, Ken and John were working on the acquisition of a channel partner that boughtcell phone minutes from TS-Com and resold them to the public. TS-Com planned to integratevertically so that the company could bring the retail margins from cell phone minute sales into itsincome statement. This acquisition would increase TC-Com’s revenues by approximately 10%.Ken asked John to have SG-Com’s capital expenditure committee review the acquisition proposaland seek approval to account for this transaction as an ordinary capital expenditure.However, John argued that the proposed transaction was a business acquisition which should besubmitted to the mergers and acquisitions committee. He explained that if approved, thetransaction should be accounted for as a business combination, according to IFRS statement #3.TS-Com had planned to purchase assets constituting an entire operating business, and theacquisition contract specified that the transaction was to be a “business” (rather than an asset)acquisition. If the transaction were to be treated as an asset purchase, under Thai law TS-Comwould not take over the acquired company’s customer contracts. Continuing the target’s customerrelationships after the acquisition was critical to the success of the transaction. Furthermore, thetransaction involved an earn-out condition, which he felt was impossible to reconcile with anasset purchase.Ken was not convinced. He escalated the matter to Larry, SG-Com’s CFO, who was John’smanager. Larry explained to John that it would be better for the company to record thepurchase as an ordinary capital expenditure. The telecommunications industry’s growthrate had stalled, so industry analysts were scrutinizing earnings growth and trends closely.Earnings derived from a business combination would not be valued favourably as “organic”growth. Senior management at SG-Com naturally wanted earnings to be valued asfavourably as possible. Therefore, Larry wanted the transaction to be treated as an assetpurchase. He was sure that with a little creativity, Ken and John could work out a way toaccount for the transaction as a capital expenditure.John was at a crossroads. He believed the accounting treatment was wrong, but hewondered if he would get in trouble if the accounting was done as Larry wanted. He wasalso worried that Larry would fire him if he refused to comply.(a) Assuming you are John, analyse the ethical issues that you encounter in the situationdescribed above, based on the Josephson’s Six Pillars of Character and the Institute of SingaporeChartered Accountants’ (ISCA) Code of Professional Conduct and Ethics.
Question
John was the CFO of TS-Com PLC, the Thailand subsidiary of SG-Com Pte. Ltd., a largetelecommunications company based in Singapore. SG-Com owned 70% of TS-Com. The other30% was listed on the Bangkok stock exchange and publicly traded. SG-Com was also a publiccompany listed on the Singapore stock exchange. John was also involved in investor relations andspoke to equity analysts from investment firms regularly about TS-Com’s financial performance.John loved his job and was grateful that Ken, TS-Com’s CEO, recommended him for the role.They had joined SG-Com on the same day in 2013 and developed a good working relationshipover the years. When Ken, a high-flyer in the Sales department, was promoted to head theThailand subsidiary in 2020, he recommended John for the CFO role. John was thrilled to get anoverseas posting that came with a generous compensation package and perks.Early in 2023, Ken and John were working on the acquisition of a channel partner that boughtcell phone minutes from TS-Com and resold them to the public. TS-Com planned to integratevertically so that the company could bring the retail margins from cell phone minute sales into itsincome statement. This acquisition would increase TC-Com’s revenues by approximately 10%.Ken asked John to have SG-Com’s capital expenditure committee review the acquisition proposaland seek approval to account for this transaction as an ordinary capital expenditure.However, John argued that the proposed transaction was a business acquisition which should besubmitted to the mergers and acquisitions committee. He explained that if approved, thetransaction should be accounted for as a business combination, according to IFRS statement #3.TS-Com had planned to purchase assets constituting an entire operating business, and theacquisition contract specified that the transaction was to be a “business” (rather than an asset)acquisition. If the transaction were to be treated as an asset purchase, under Thai law TS-Comwould not take over the acquired company’s customer contracts. Continuing the target’s customerrelationships after the acquisition was critical to the success of the transaction. Furthermore, thetransaction involved an earn-out condition, which he felt was impossible to reconcile with anasset purchase.Ken was not convinced. He escalated the matter to Larry, SG-Com’s CFO, who was John’smanager. Larry explained to John that it would be better for the company to record thepurchase as an ordinary capital expenditure. The telecommunications industry’s growthrate had stalled, so industry analysts were scrutinizing earnings growth and trends closely.Earnings derived from a business combination would not be valued favourably as “organic”growth. Senior management at SG-Com naturally wanted earnings to be valued asfavourably as possible. Therefore, Larry wanted the transaction to be treated as an assetpurchase. He was sure that with a little creativity, Ken and John could work out a way toaccount for the transaction as a capital expenditure.John was at a crossroads. He believed the accounting treatment was wrong, but hewondered if he would get in trouble if the accounting was done as Larry wanted. He wasalso worried that Larry would fire him if he refused to comply.(a) Assuming you are John, analyse the ethical issues that you encounter in the situationdescribed above, based on the Josephson’s Six Pillars of Character and the Institute of SingaporeChartered Accountants’ (ISCA) Code of Professional Conduct and Ethics.
Solution
The ethical issues that John encounters in this situation can be analyzed based on Josephson’s Six Pillars of Character and the Institute of Singapore Chartered Accountants’ (ISCA) Code of Professional Conduct and Ethics.
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Trustworthiness: John is being asked to misrepresent a business acquisition as a capital expenditure. This is a breach of trust as it involves dishonesty and deception. It goes against the principle of integrity in the ISCA Code, which requires accountants to be straightforward and honest in all professional and business relationships.
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Respect: John's professional opinion is being disregarded by his superiors. This shows a lack of respect for his professional judgement and expertise.
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Responsibility: John has a responsibility to ensure that the company's financial statements are accurate and comply with the relevant accounting standards. If he agrees to treat the acquisition as a capital expenditure, he would be failing in his duty.
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Fairness: The proposed accounting treatment is not fair to the shareholders of the company, who have a right to accurate and transparent information about the company's financial performance.
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Caring: John needs to consider the potential harm that could be caused to the company's shareholders and other stakeholders if the acquisition is not accounted for correctly.
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Citizenship: As a chartered accountant, John has a duty to uphold the standards of his profession and to act in the public interest. Agreeing to the proposed accounting treatment would be a breach of this duty.
In conclusion, John is facing a significant ethical dilemma. He needs to balance his loyalty to his superiors with his professional responsibilities and ethical obligations. He should consider seeking advice from a trusted colleague or a professional body such as the ISCA.
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