
The Financial Reporting Council (FRC) is an independent regulator in the
UK and
Ireland
Ireland (, ; ; Ulster Scots dialect, Ulster-Scots: ) is an island in the North Atlantic Ocean, in Northwestern Europe. Geopolitically, the island is divided between the Republic of Ireland (officially Names of the Irish state, named Irelan ...
based in
London Wall
The London Wall is a defensive wall first built by the Ancient Rome, Romans around the strategically important port town of Londinium in AD 200, as well as the name of a #modern, modern street in the City of London, England.
Roman London was ...
in the
City of London
The City of London, also known as ''the City'', is a Ceremonial counties of England, ceremonial county and Districts of England, local government district with City status in the United Kingdom, city status in England. It is the Old town, his ...
, responsible for regulating auditors, accountants and actuaries, and setting the UK's
Corporate Governance
Corporate governance refers to the mechanisms, processes, practices, and relations by which corporations are controlled and operated by their boards of directors, managers, shareholders, and stakeholders.
Definitions
"Corporate governance" may ...
and
Stewardship Codes. The FRC seeks to promote transparency and integrity in business by aiming its work at investors and others who rely on company reports, audits and high-quality risk management.
In December 2018, an independent review of the FRC, led by Sir
John Kingman, recommended its replacement by a new
Audit, Reporting and Governance Authority,
a recommendation that the government agreed to follow in March 2019
but later delayed.
Ireland adopted the FRC's auditing framework in 2017.
Structure
The FRC is a
company limited by guarantee
A company limited by guarantee (CLG) is a type of company where the liability of members in the event the company is wound up is limited to a (typically very small) amount listed in the company's articles or constitution. Most have no share ca ...
, and is funded by the audit profession, who are required to contribute under the provisions of the
Companies Act 2006
The Companies Act 2006 (c. 46) is an act of the Parliament of the United Kingdom which forms the primary source of UK company law.
The act was brought into force in stages, with the final provision being commenced on 1 October 2009. It largel ...
and by other groups subject to, or benefitting from FRC regulation. Its board of directors is appointed by the
. It and its subsidiaries play crucial roles in the oversight and development of
corporate governance
Corporate governance refers to the mechanisms, processes, practices, and relations by which corporations are controlled and operated by their boards of directors, managers, shareholders, and stakeholders.
Definitions
"Corporate governance" may ...
standards in the UK and the Republic of Ireland, such as the
UK Corporate Governance Code
The UK Corporate Governance code, formerly known as the Combined Code (from here on referred to as "the Code") is a part of UK company law with a set of principles of good corporate governance aimed at companies listed on the London Stock Exchang ...
and standards for the accounting industry.
The FRC board is supported by three governance committees, two business committees, and three advisory councils.
Governance committees
* Audit Committee
* Nominations Committee
* Remuneration Committee
Business committees
* Codes & Standards Committee - advises the FRC board on corporate governance matters, including changes to the UK Corporate Governance Code and the Stewardship Code. It also advises the FRC Board on the Annual Plan and Budget and FRC strategy.
* Conduct Committee - responsible for overseeing the FRC's work in promoting high quality corporate reporting. Its responsibilities include overseeing: the monitoring of recognised Supervisory and Recognised Qualifying Bodies; audit quality reviews; Corporate reporting reviews; Professional discipline; and the regulation of accountants and actuaries. The Conduct Committee is supported by three further Committees, members of whom, including the Chairs, sit on the Conduct Committee:
** the Case Management Committee, whose functions include monitoring and providing oversight in respect of enforcement investigations and tribunal proceedings;
** the Audit Quality Review Committee; and
** the Corporate Reporting Review Committee, which ensures the consistency and quality of the FRC's monitoring work.
Advisory councils
* Corporate Reporting - advises the FRC Executive on the development and maintenance of high quality, effective and proportionate Standards, Guidance, SORPS and Practice Notes for accounting and narrative reporting work. Accounting standards apply to all companies, and other entities that prepare accounts that are intended to provide a true and fair view.
* Audit & Assurance - as above, but for audit and assurance work.
* Actuarial - as above, but for technical actuarial work.
Former structure
The FRC used to incorporate six operating bodies:
Accounting Standards Board
The role of the Accounting Standards Board (ASB) was to issue accounting standards in the United Kingdom and was recognised for that purpose under the
Companies Act 1985
The Companies Act 1985 (c. 6) is an Act of the Parliament of the United Kingdom of Great Britain and Northern Ireland, enacted in 1985, which enabled companies to be formed by registration, and set out the responsibilities of companies, their ...
. It took over the task of setting accounting standards from the
Accounting Standards Committee
Accounting, also known as accountancy, is the process of recording and processing information about economic entities, such as businesses and corporations. Accounting measures the results of an organization's economic activities and conveys ...
(ASC) in 1990. However, ASB was overtaken by the Financial Reporting Council (FRC) on 2 July 2012. Thus, FRC is now the authority that may issue accounting standards in the UK.
Financial Reporting Review Panel
The Financial Reporting Review Panel (FRRP) was established in 1990 as a subsidiary of the United Kingdom's Financial Reporting Council. The FRRP sought to ensure that the provision of financial information by public and large private companies complied with relevant accounting requirements such as the
Companies Act 1985
The Companies Act 1985 (c. 6) is an Act of the Parliament of the United Kingdom of Great Britain and Northern Ireland, enacted in 1985, which enabled companies to be formed by registration, and set out the responsibilities of companies, their ...
.
Accountancy & Actuarial Discipline Board
The Accountancy & Actuarial Discipline Board (AADB) was the independent, investigative and disciplinary body for accountants and actuaries in the United Kingdom. The AADB was formerly known as the Accountancy Investigation & Discipline Board (AIDB) and changed its name to the AADB on 16 August 2007. The AADB Scheme established the framework and set in place the legal formalities of participation between the AADB and the Participating Accountancy Bodies i.e. the
Institute of Chartered Accountants in England and Wales
The Institute of Chartered Accountants in England and Wales (ICAEW) is a professional membership organisation that promotes, develops and supports chartered accountants and students around the world. As of December 2024, it has over 210,000 memb ...
(ICAEW), the
Association of Chartered Certified Accountants
The Association of Chartered Certified Accountants (ACCA) is the global professional accounting body offering the Chartered Certified Accountant qualification (CCA). Founded in 1904, It is now the fourth-largest professional accounting body ...
(ACCA), the
Chartered Institute of Management Accountants
The Chartered Institute of Management Accountants (CIMA) is the global professional management accounting body, based in the United Kingdom. CIMA offers training and qualification in management accountancy and related subjects. It is focused on ...
(CIMA), and the
Chartered Institute of Public Finance and Accountancy
The Chartered Institute of Public Finance and Accountancy (CIPFA) is a UK based organisation for accountants who work in the public sector, accounting firms and other professional bodies where management of public funds are required. CIPFA is the ...
(CIPFA), The Institute of Chartered Accountants of Ireland, and the Institute of Chartered Accountants of Scotland.
the AADB had a substantial workload including investigations into the conduct of professional firms, such as
EY, that had advised
Lehman Brothers
Lehman Brothers Inc. ( ) was an American global financial services firm founded in 1850. Before filing for bankruptcy in 2008, Lehman was the fourth-largest investment bank in the United States (behind Goldman Sachs, Morgan Stanley, and Merril ...
,
JPMorgan
JPMorgan Chase & Co. (stylized as JPMorganChase) is an American multinational finance corporation headquartered in New York City and incorporated in Delaware. It is the largest bank in the United States, and the world's largest bank by mar ...
,
Connaught
Connacht or Connaught ( ; or ), is the smallest of the four provinces of Ireland, situated in the west of Ireland. Until the ninth century it consisted of several independent major Gaelic kingdoms ( Uí Fiachrach, Uí Briúin, Uí Maine ...
, Aero Inventory, and
BAE Systems
BAE Systems plc is a British Multinational corporation, multinational Aerospace industry, aerospace, military technology, military and information security company, based in London. It is the largest manufacturer in Britain as of 2017. It is ...
.
Professional Oversight Board
The Professional Oversight Board (POB) was a
regulatory
Regulation is the management of complex systems according to a set of rules and trends. In systems theory, these types of rules exist in various fields of biology and society, but the term has slightly different meanings according to context. Fo ...
body specialising in the
accounting
Accounting, also known as accountancy, is the process of recording and processing information about economic entity, economic entities, such as businesses and corporations. Accounting measures the results of an organization's economic activit ...
,
auditing
An audit is an "independent examination of financial information of any entity, whether profit oriented or not, irrespective of its size or legal form when such an examination is conducted with a view to express an opinion thereon." Auditing al ...
, and
actuarial
Actuarial science is the discipline that applies mathematical and statistical methods to assess risk in insurance, pension, finance, investment and other industries and professions.
Actuaries are professionals trained in this discipline. In m ...
profession
A profession is a field of Work (human activity), work that has been successfully professionalized. It can be defined as a disciplined group of individuals, professionals, who adhere to ethical standards and who hold themselves out as, and are ...
s in the United Kingdom. It was a part of the Financial Reporting Council (FRC), the independent regulator of
corporate governance
Corporate governance refers to the mechanisms, processes, practices, and relations by which corporations are controlled and operated by their boards of directors, managers, shareholders, and stakeholders.
Definitions
"Corporate governance" may ...
and
reporting in the UK.
The Board's stated purpose was to support the FRC's goal of
investor
An investor is a person who allocates financial capital with the expectation of a future Return on capital, return (profit) or to gain an advantage (interest). Through this allocated capital the investor usually purchases some species of pr ...
and public confidence in the financial governance of
business
Business is the practice of making one's living or making money by producing or Trade, buying and selling Product (business), products (such as goods and Service (economics), services). It is also "any activity or enterprise entered into for ...
organisations. The Board provides assurance that
professional accountancy bodies are properly setting standards and enforcing
discipline
Discipline is the self-control that is gained by requiring that rules or orders be obeyed, and the ability to keep working at something that is difficult. Disciplinarians believe that such self-control is of the utmost importance and enforce a ...
for their members, in accordance with the
Companies Act 2006
The Companies Act 2006 (c. 46) is an act of the Parliament of the United Kingdom which forms the primary source of UK company law.
The act was brought into force in stages, with the final provision being commenced on 1 October 2009. It largel ...
and other statutory requirements. The POB carried out inspections on behalf of the FRC, but if any shortcomings were found, sanctions could only be imposed by the professional bodies.
[Licensed to audit?]
''Accountancy Age
''Accountancy Age'' is an online trade publication for accountants and financial staff in the United Kingdom. After running from 1969 to 2011 with a circulation of over 60,000 in print, it changed with effect from May 2011 to an online-only publi ...
'', 13 May 2011 The POB did not have the power either to overturn any decision which the body has made in a case or to direct how the body should handle a case.
The Board also operated an Audit Inspection Unit (AIU) that oversees auditing organisations and makes recommendations for appropriate regulatory actions by governmental and professional authorities. As part of its oversight of the actuarial profession, the Board monitored the activities of actuarial organisations with regard to the
education
Education is the transmission of knowledge and skills and the development of character traits. Formal education occurs within a structured institutional framework, such as public schools, following a curriculum. Non-formal education als ...
, discipline,
ethical
Ethics is the philosophical study of moral phenomena. Also called moral philosophy, it investigates normative questions about what people ought to do or which behavior is morally right. Its main branches include normative ethics, applied e ...
standards and continuing
professional development
Professional development, also known as professional education, is learning that leads to or emphasizes education in a specific professional career field or builds practical job applicable skills emphasizing Praxis (process), praxis in addition t ...
of their members. The Board also sought to provide a framework for the evaluation of the quality and effectiveness of actuarial work.
Before 5 May 2006, the Board was known as the Professional Oversight Board for Accountancy. The name change reflected the Board's additional responsibility for oversight of the actuarial profession from that date.
In 2011, the Board published information for the first time about shortcomings in self-regulation by particular institutes. Press reports highlighted comments about
ACCA, which had implemented recommendations to improve its examination syllabus, but needed to pay greater attention to continuing monitoring of members who had registered as auditors some years ago.
The board contains member from a wide range of background. As of 2011 Paul George is its director, and John kellas is interim chair following the death of Dame Barbara Mills.
Auditing Practices Board
The Auditing Practices Board Limited (APB) was originally established in 1991 as a committee of the
Consultative Committee of Accountancy Bodies, to take responsibility within both
Ireland
Ireland (, ; ; Ulster Scots dialect, Ulster-Scots: ) is an island in the North Atlantic Ocean, in Northwestern Europe. Geopolitically, the island is divided between the Republic of Ireland (officially Names of the Irish state, named Irelan ...
and the
United Kingdom
The United Kingdom of Great Britain and Northern Ireland, commonly known as the United Kingdom (UK) or Britain, is a country in Northwestern Europe, off the coast of European mainland, the continental mainland. It comprises England, Scotlan ...
for setting standards of
auditing
An audit is an "independent examination of financial information of any entity, whether profit oriented or not, irrespective of its size or legal form when such an examination is conducted with a view to express an opinion thereon." Auditing al ...
, with the objective of enhancing public confidence in the audit process and the quality and relevance of audit services in the public interest.
In April 2002 APB was re-established under the auspices of
The Accountancy Foundation
''The'' is a grammatical article in English, denoting nouns that are already or about to be mentioned, under discussion, implied or otherwise presumed familiar to listeners, readers, or speakers. It is the definite article in English. ''The ...
and, following a UK government review, it was transferred to the FRC. Its objective remained the same, but its remit was extended to include responsibility for setting standards for auditors' integrity, objectivity and independence.
An APB electronic newsletter was published periodically to "assist interested parties
obetter understand APB activities".
Board for Actuarial Standards
Following the Morris Review of the Actuarial Profession, published in March 2005, HM Treasury asked the Financial Reporting Council (FRC) to take on responsibility for oversight of the regulation of actuaries by the Institute and Faculty of Actuaries (IFoA) and the independent setting of technical actuarial standards. This latter task was the remit of the Board for Actuarial Standards until 2 July 2012 when responsibility was assumed by the FRC.
Senior personnel
Sir Winfried Bischoff was the Chairman of the FRC, between 2014 and 2019. Other board members included Gay Huey Evans, Melanie McLaren and Paul George. The FRC's chief executive from November 2009 until announcing he was stepping down in late 2018, was
Stephen Haddrill
Stephen Haddrill was chief executive officer of the Financial Reporting Council (FRC) in the United Kingdom. In November 2018 he announced he would be leaving the post.
Biography
Educated at Trinity School of John Whitgift from 1967 to 1974, Had ...
.
In 2019,
Simon Dingemans and
Sir Jon Thompson took over as chair and CEO respectively. ''
Private Eye
''Private Eye'' is a British fortnightly satirical and current affairs (news format), current affairs news magazine, founded in 1961. It is published in London and has been edited by Ian Hislop since 1986. The publication is widely recognised ...
'' reported that during the appointment process, Simon Dingemans did not declare an interest in a company which was late filing accounts. In May 2020, Dingemans resigned, citing conflicts between the part-time role and other positions he was interested in taking.
In December 2021,
Jan du Plessis was nominated by the UK Government to lead the FRC through its transformation into the
Audit, Reporting and Governance Authority. In February 2022, du Plessis was confirmed as the FRC's new chair.
Controversies
Carillion
Following the January 2018 collapse of construction and services business
Carillion
Carillion plc was a British multinational construction and facilities management services company headquartered in Wolverhampton in the United Kingdom, prior to its liquidation in January 2018.
Carillion was created in July 1999, following a ...
, it was reported that Carillion's auditor
KPMG
KPMG is a multinational professional services network, based in London, United Kingdom. As one of the Big Four accounting firms, along with Ernst & Young (EY), Deloitte, and PwC. KPMG is a network of firms in 145 countries with 275,288 emplo ...
would have its role examined by the FRC.
Two months later, the FRC's conduct committee announced an investigation into the conduct of former Carillion finance directors
Richard Adam and
Zafar Khan.
The operations of the FRC itself were also to be scrutinised by an independent inquiry ordered by
Business Secretary
The secretary of state for business and trade (business secretary), is a Secretary of State (United Kingdom), secretary of state in the Government of the United Kingdom, with responsibility for the Department for Business and Trade. The incumb ...
Greg Clark
Gregory David Clark (born 28 August 1967) is a British politician who served as Secretary of State for Business, Energy and Industrial Strategy from 2016 to 2019. He also was Secretary of State for Communities and Local Government from 2015 t ...
.
An "excoriating"
report by the Business and the Work and Pensions Select Committees into the collapse of Carillion, published on 16 May 2018, was critical of the FRC, describing it as feeble and timid, and of failing to follow up concerns in Carillion's 2015 accounts.
Along with
The Pensions Regulator
The Pensions Regulator (TPR) is a non-departmental public body
In the United Kingdom, non-departmental public body (NDPB) is a classification applied by the Cabinet Office, Treasury, the Scottish Government, and the Northern Ireland Executive ...
, it was branded as "chronically passive".
Welcoming the Government's review of the FRC's powers and effectiveness, the report said changes to be a more aggressive and proactive regulator "will require a significant shift in culture at the FRC itself".
Still under pressure to improve, in October 2018, the FRC proposed reforms, including banning from earning consultancy fees at businesses they audit, to tackle the "underlying falling trust in business and the effectiveness of audit," and severely rebuked KPMG.
In July 2020, the FRC told the Big Four that they must submit plans by October 2020 to separate their audit and consultancy operations by 2024.
Meanwhile, in November 2018, it was announced that Stephen Haddrill, CEO of the FRC, was to quit, amid suggestions that his departure might lead to the body's abolition.
FRC replacement
In March 2019, the government announced that the FRC would be replaced by a new regulator, the
Audit, Reporting and Governance Authority (ARGA), with enhanced powers, in an effort to "change the culture" of the accounting sector.
Plans for the new regulator were included in the September 2019 Queen's Speech and, despite concerns that the launch of ARGA might be delayed, the Department for Business, Enterprise and Industrial Strategy (BEIS) told ''Accountancy Daily'' in February 2020 that "next steps on audit reform" would be taken in the first quarter of 2020.
However, further details were slow to emerge; in November 2020 ''
City A.M.'' reported that reform proposals relating to the audit sector were expected in early 2021 with full implementation expected in 2023.
A UK Government policy paper, ''Restoring trust in audit and corporate governance'', was published on 19 March 2021, consulting on its proposed steps to establish the ARGA and give it the formal duties, functions and powers it needs to be fully effective.
In September 2021, the FRC's head of regulatory standards, Mark Babington said the ARGA would "commence in April 2023".
In the
King's Speech in November 2023, there was no mention of a bill however, following the change of government in July 2024, a draft Audit Reform and Corporate Governance Bill has been proposed.
See also
* UK company law
British company law regulates corporations formed under the Companies Act 2006. Also governed by the Insolvency Act 1986, the UK Corporate Governance Code, European Union Directive (European Union), Directives and court cases, the company is th ...
* UK Corporate Governance Code
The UK Corporate Governance code, formerly known as the Combined Code (from here on referred to as "the Code") is a part of UK company law with a set of principles of good corporate governance aimed at companies listed on the London Stock Exchang ...
* Stewardship Code
* List of financial regulatory authorities by jurisdiction
In this list of financial regulatory and supervisory authorities, central banks are only listed where they act as direct supervisors of individual financial firms, and competition authorities and takeover panels are not listed unless they are set ...
References
External links
Official site
FRC structure
{{authority control
Accounting in the United Kingdom
Accounting organizations
Government oversight and watchdog organizations
Corporate governance in the United Kingdom
Financial reporting
1990 establishments in the United Kingdom
Government agencies established in 1990
Public bodies and task forces of the United Kingdom government
Financial regulatory authorities of the United Kingdom
Accounting in Ireland
Department for Business and Trade