Governance and Auditing

About you

You are Sam Stefano. You are on a placement year from your accounting degree working as an audit and accounts junior at Greenhill LLP, a firm of accountants and business advisors.

You have been asked by your manager, Kareena Bhatt, to deal with some queries raised by the board at Manifest Limited (detailed in the requirement below).

About the company

Manifest Limited (“Manifest”) is a company providing coaching and online training courses to graduates in the first five years of their careers. Customers can book training courses individually or can subscribe to online content
including CV tailoring and interview advice.

The company was set up 12 years ago by friends Jenni Ostafa and Joel Boateng who, after leaving university, found themselves in need of further professional coaching and training not provided by their new employers.
Future plans and structure Manifest has grown very rapidly, roughly doubling in turnover every year.

This has been achieved in part through acquiring several skills-based companies during the past few years, within the UK and overseas. These acquisitions have been financed largely through debt. The Company has a major UK presence as it has secured contracts with many UK universities to provide skills development and training to final year students about to enter employment.

The Company is considering how best to finance its continued growth and is considering listing within the next 3-5 years, in part because banks are becoming increasingly reluctant to lend additional funds to the company and the expectation that interest rates are likely to rise significantly over the next few years. Jenni and Joel have a very limited understanding of governance requirements and want to ensure they in are in the best position to list their company when the time comes.

Jenni Ostafa – Chairman and CEO
Joel Boateng – Chief Operating Officer
Lester Laguile – Finance Director, recently appointed (joined 6 months ago)
Hannah Huang – Training director
Abdul Karim – Director without portfolio
The board meets on an ad hoc basis when Jenni feels it is appropriate.
The company (including subsidiaries) currently employs 48 full time staff. Extracts from their draft accounts for theyear ended September 2022 are as follows:

The FD

Lester Laguile (FD) is relatively new to the company having moved from a smaller organisation. This his first position as a Finance Director. He is concerned about the size of Manifest’s expenditure so far this year and is looking at where costs can be cut. He is questioning whether it is necessary for Manifest to have an audit as the cost saving would be helpful to the company.

Lester qualified as an accountant with a small accountancy practice performing accounts and tax preparation work but has no auditing experience. He is unable to provide board members with clarity around the purpose of the audit.

For most of the board their basic understanding is that the auditors are responsible for preparing the accounts. Joel relies on the auditors checking everything so he knows if the accounts are correct, and Jenni expects the auditors to highlight anything “dodgy” so that they will have advance warning of matters that may affect the success of the business and or if the business is at risk.

Greenhill LLP

Prior to Lester’s appointment there had been a gap of 6 months after the previous FD left the business. In this time Greenhill LLP assisted with preparation of the accounts for the company. This is not expected to continue next financial year now that Lester is in post.

James has recently qualified as a chartered accountant. He has applied for many financial accountant roles and last week was offered a job at Manifest reporting to into Lester. In the meantime, he has been starting the planning work for the Manifest audit.

A few weeks ago, a disgruntled customer filed a complaint that advice given by Manifest caused them to be unsuccessful in a job application process. Lester is aware that as the auditor Greenhill has a good understanding of the company offering and how they conduct business so has asked if someone from Greenhill could act as a witness if the complaint goes to court. Lester feels that this could be advantageous for the company as accountants are
seen as trustworthy and ethical members of society.

Greenhill has been expanding their audit client base and has taken on another similar client to Manifest which offers career counselling and a CV clinic. Manifest have expressed their nervousness about Greenhill conducting the audit of both companies and Lester is keen to know the options available.

Part A

As instructed by Kareena, respond to the directors’ queries by producing a report addressing the following:

1. A concise explanation of the applicability of the UK Code and its relevance to Manifest Ltd today.

2. Identify and explain five issues that Manifest Ltd will need to address to comply with the provisions set out in the Code (should they decide to list). You should explicitly reference the provisions within the report.

3. Five practical recommendations setting out how to achieve compliance and a timeline, with explanation, for when such changes might realistically be implemented.

4. Explain with justification whether Manifest must have a statutory audit and why it would be advisable for them to do so.

5. With reference to the expectations gap explain the purpose of the audit specifically addressing the current (mis)understanding of the directors.

6. Identify and explain any ethical concerns for Greenhill and suggest any safeguards where relevant.

You should include brief introduction and conclusion sections, but no executive summary is required.

Part B

Select one skill that you have developed over your time at university. Consider how that skill has helped you in writing this report and how it will help you in a future graduate job role.

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