THE ACCOUNTING PROVISIONS OF THE COMMERCIAL CODE OF ETHIOPIA Thesis for the Degree of D. B. A. MICHIGAN STATE UNIVERSITY JOHANNES KINFU 1970 l 1V1 1.9.3233- ?t t W3 Umvcmty . ”1 LIBRA RY . J .— .7 WWW T" This is to certify that the thesis entitled THE ACCOUNTING PROVISIONS OF THE COMMERCIAL CODE OF ETHIOPIA presented by Johannes Kinfu has been accepted towards fulfillment of the requirements for DEA , Accounting degree in— / / /) / / I / 'l / t} -- I n ’I _: .1 Major professor ~ Date June 29, 1970 0-169 BINDING av V mm: a sour _ 800K amnmv Inc, "III I . 1%,: ABSTRACT THE ACCOUNTING PROVISIONS OF THE COMMERCIAL CODE OF ETHIOPIA BY Johannes Kinfu The Ethiopian Commercial Code, promulgated in 1960, contains accounting and auditing provisions which must be adhered to by all commercial companies in Ethiopia, espe- cially share companies (corporations). Since there is no other well-established system of accounts for either semi- public or publicly owned enterprises in Ethiopia, whatever uniform system of accounts exists in Ethiopia today emerges from the accounting provisions of the Code. Thus, account- ' ing provisions in the Code have become the basic reference source for accounting and public accounting today. Accounting information is indispensible in an un- derdeveloped country like EthiOpia, in order to provide a basis for adequate financial planning, for channelling in- vestment to the most profitable enterprises, for control- ling and guarding efficiency within enterprises, for im— proving tax collection processes, and for aiding overall economic development in general. The Ethiopian Commercial Code recognizes the importance of development of corporate 2 - Johannes Kinfu legal entities (corporations) as a medium for marshalling the scarce capital needed for investment, and seeks to ex— ploit the organizational and managerial potentialities of corporations as significant factors in economic develop- ment. The Code also recognizes the value of accounting and financial information of these share companies in ful- filling their responsibilities to those who have financial dealings with them. The Commercial Code embodies the purpose of incor— poration law. The purpose of incorporation law is to pro- vide for protection of the rights and interests of stock- holders; thus, accounting requirements relating to accoun- tability and disclosure are means of safeguarding the rights of investors and those who have financial dealings with the corporation. Since a share company is a corpora- tion which is predicated on the assumptions of continuity and of an accounting entity, then the permanent distinction between capital and income, the recognition of the concept of periodic reporting, and adequate disclosure of informa- tion are necessary. The study examines the underlying theoretical sup- port and rationale behind the Code's accounting provisions, evaluating their relevance, appropriateness and adequacy of disclosure in providing information necessary for sound eco- nomic decision. The guiding criteria and bases of analysis are extracted from pronouncements of the American Institute 3 - Johannes Kinfu of Certified Public Accountants (AICPA), the American Ac- counting Association (AAA), and other authoritative writers on the subject. The relevant accounting provisions of the Code considered are those relating to: (1) corporate capi- tal, (2) surplus (reserves), (3) valuation of assets, and (4) auditing. In the course of analysis, it is found that the statutes of the Code do not recognize properly the dis- tinction between earnings and invested capital in their accounting requirements relating to legal capital, surplus, dividends, and treasury stock. Nor do the provisions in- sure proper accounting treatment of disclosure of trans- actions which affect corporate equities. The provisions are found to be unsatisfactory because they: (1) permit the transfer of capital contributions to surplus which may then be used for dividends or to eliminate deficits without adequate disclosure; (2) do not provide for reduction of capital through acquisition of treasury stock; (3) do not provide adequate accounting concepts, principles, and methods of valuation and classification of items, such as capital, reserves, assets; (4) do not provide for any au- diting standards and procedures, nor define who is an au- ditor; (5) do not recognize income as a measure of value, instead put emphasis on the balance sheet and the "trust fund" concept of capital; (6) use accounting terms whose meanings are not clear, nor their intent readily apparent. 4 - Johannes Kinfu The following recommendations are proposals set forth to remedy the deficiencies in the corporate account- ing provisions: 1. Provisions should distinguish between sources of ownership equity. Transfers to surplus and use of pre- mium for distribution of dividends should be adequately disclosed. Distributions representing divisions of earn- ings should be termed dividends and be limited to accumu- lated earnings; while distributions representing return of invested capital should be so disclosed. The payment of interim-interest to shareholders should be discontinued or the resulting implicit discount on capital issue be recog- nized. Legal capital should represent amount of assets contributed by owners or other donations of property. Cor- porate capital should be increased when transfers from sur- plus are made, and reduced when reacquisitions of shares are made. The term "reserve" should be amplified to avoid an implication of existence of segregated funds, or proper accounting provisions should be made to reflect "reserve" in the sense of funds. Sources of surplus should be iden- tified and classified according to the nature of their accounting entry. 2. Relevant accounting entries and adjustments should be provided to portray assets that are still in use but are completely depreciated on the books. Articles should be amended to reconcile the present ambiguity between 5 — Johannes Kinfu amortization and depreciation, and should recognize the purpose of depreciation measurement for income determina- tion. For tax purposes, a discriminatory depreciation policy is recommended whereby a labor intensive industry is given higher rates of depreciation than a capital in- tensive industry. It is also suggested that a more detailed list of composite asset lives and depreciation rates be prepared by type of assets and industry to guide tax author- ities in determining appropriate tax-deductible rates. Provisions should be amended to distinguish between mer- chandise inventory held for sale, supplies, materials, investments, and fixed assets. The following recommendations pertain to definition of auditors and the nature of their work, accounting prac- tice, and preparation for accountancy: l. The auditing provisions of the Code should provide for auditing standards, procedures, and for proper delineation of auditors' independence. The auditor's work in tax service should be recognized and accepted by tax authorities. Appointment of two or more competing audi- tors for the same company at the same time should be avoided. The use of ”no comments" in practitioners' audit reports should be eliminated, and the requirement that auditors certify the Board of Directors' report should be discontinued. 6 - Johannes Kinfu 2. A Committee on Public Accounting in Ethiopia should be established with powers and duties to regulate and supervise a public accounting profession in Ethiopia, and, through proper working groups of its sub-organs, to establish the certification process, set minimum educational and experience requirements, establish a Code of Ethics, execute rules of supervision and revocation of license, and encourage research and development in accounting. 3. The educational requirements for public accoun- tants should be increased to correspond to at least the four years of accounting and general business curricula of the College of Business Administration at the Haile Selassie I University. The curriculum for accounting majors at CBA should be improved to include courses on accounting theory, analysis of accounting provisions of the Commercial Code, and auditing problems in Ethiopia. THE ACCOUNTING PROVISIONS OF THE COMMERCIAL CODE OF ETHIOPIA BY Johannes Kinfu A THESIS Submitted to Michigan State University in partial fulfillment of the requirements for the degree of DOCTOR OF BUSINESS ADMINISTRATION Department of Accounting and Financial Administration 1970 To: Dr. Earl G. Planty and Mrs. Marjorie Planty, who were the pioneers in the building and firm establishment of the College of Business Administration and Business Education in EthiOpia. It is a small token of recognition for the deep interest and dedication they have taken in the deve10pment of Ethiopian business students, and the progress of Ethiopia in general, utilizing their talents and sacrificing their physical energy as well as financial resources. ii ACKNOWLEDGMENTS I wish to express my gratitude to Professor Gardner Jones, my dissertation chairman, for approving the topic and for his willingness to take an interest in the subject, guid- ing me with his knowledgeable advice, valuable comments, and constant encouragement. Were it not for his moral support and faithful understanding, the completion of this report on time, as well as of the doctoral program, would not have been possible. When too often bottlenecks developed and help was needed, he was always ready and willing to render his services without fatigue or restraint. He has always made me feel welcomed. Special mention is due to Dr. Donald Taylor and Dr. Bernhard Lemke, my committee members, for their assistance, constructive criticisms and suggestions. Grateful acknowl- edgment is also in order to former Dean Alfred L. Seelye for all his efforts in making my graduate studies at Michigan State University possible. To send someone abroad for higher education, several institutions and certain individuals have sacrificed a great deal of money. I am deeply indebted to the U. 5. Agency for International Development, who, in cooperation with the Haile Sellassie I University and other individuals, have made this phase possible. iii TABLE OF CONTENTS LIST OF TABLES O C O O O O O O O O O O O O O O 0 LIST OF FIGURES O O O O O O O O O O O O O O O 0 LIST OF EXHIBITS O O O O O O O O O O O O O O O 0 INTRODUCTION 0 O O O O O O O O O O O O O O O O 0 Chapter I. II. ACCOUNTING IN UNDERDEVELOPED COUNTRIES Introduction . . . . . . . . . . Objective of Accounting in General . Socio—Economic Environment of Underdeveloped Countries . . . . . . Economic Planning . . . . . . . . . . Planning: Meaning and Connotations Planning Objectively Considered Planning in Ethiopia Uses of Accounting Data for Specific Tasks . . . . . . . . . . Accounting at the National Level . . Conclusions . . . . . . . . . . . . . THE COMMERCIAL CODE OF ETHIOPIA . . . . Introduction . . . . . . . . . . . . Background and Some Characteristics of Ethiopian Business . . . . . . . . Description and Contents of the Commercial Code . . . . . . . . Forms of Business Organization Accounting Provisions of the Commercial Code The Purposes of Incorporation Law and Their Relationship to Accounting The Purposes of the Commercial Code of Ethiopia . . . . . . . . . . Comparisons of the Purposes of the Commercial Code . . . . . . . . . iv viii ix xi n+4 H I-’ l—‘U‘l 18 20 23 24 24 24 28 33 34 35 II CONTENTS - Continued Chapter III. DEVELOPMENT OF CRITERIA FOR EVALUATING PROVISIONS OF THE CODE . . . . . . . . . Introduction . . . . . . . . . . . . Assumptions in the Process of Analysis Criteria . . . . . . . . . . . . . . . The'"Share Company" . . . . . . . . . IV 0 CORPORATE CAPITAL O O O O O O O O O O 0 Introduction . . . . . . . . . . . . . Concepts of Capital . . . . . . . . Economic Concept of Capital Legal Concept of Capital Accounting Concept of Capital Capital in the Share Companies of Ethiopia Consideration of Premiums Consideration of Discounts Changes in Capital Subsequent to Formation Reacquisition of Own Stocks: Treasury Stock Reacquisitions of Own Shares by a Share Company in Ethiopia Reduction of Capital Increase of Capital Conclusions . . . . . . . . . . . . . v o RESERVES O O O O O O O O O O O 0 O O O 0 Introduction . . . . . . . . . . . . . The Term "Reserve" . . . . . "Reserve" in the United States "Surplus and Reserves" in France "Reserves" in Canada "Provisions and Reserves" in the U. K. Implications of the Term "Reserve" Reserves in Ethiopia . . . . . . . . . Conclusions . . . . . . . . . . . . . Recapitulation of Reserves Recommendations . . . . . . . . . . . 37 37 38 41 43 47 47 48 62 72 76 76 76 86 92 99 Chapter VI. VII. CONTENTS - Continued ASSET VALUATION O O O O O O O O O O O 0 Introduction . . . . . . . . . . . . Assets . . . . . . . . . . Definition and the Nature of Assets Asset Valuation in Accounting Economic Significance of Assets Fixed Assets and Depreciation . . . . Depreciation Methods Definition and Nature of Assets in Ethiopia . . . . . . . . . . . Depreciation Methods and Rates in Ethiopia Valuation of Fixed Assets in Ethiopia Significance of Depreciation as Tool of Economic Policy Current Assets--Inventories . . . . . Significance of Inventories Problems of Inventory Valuation Methods of Inventory Valuation Methods of Cost Association with Cost of Sales and Inventory Recapitulation of Inventory Valuation Inventories and Inventory Valuation in Ethiopia Conclusions and Recommendations . . . Recommendations—~Fixed Assets Valuation Recommendations for Inventory Valuation AUDITING AND PROFESSIONAL ACCOUNTANCY IN ETHIOPIA O O O O O O O O O O C O O 0 Introduction . . . . . . . . . . . . Accounting and Law . . . . . . . . . Accounting and Auditing . . . . . . . Independent Auditing Auditing Standards Public Accounting Profession . . . . Requisites of a Profession Accounting Profession in America Accounting Profession in Canada Accounting Profession in the U. K. Accounting Profession in France Accounting Profession in Italy Recapitulation of the Accounting Profession vi 102 102 102 110 115 132 149 160 160 161 166 172 CONTENTS - Continued Chapter VII. Continued Public Accounting in Ethiopia . . . . . . . 199 Auditing Provisions in the Commercial Code Auditing Practice in Ethiopia Need for Public Accounting in Ethiopia . . 224 Process of Developing a Public Accounting Profession . . . . . . . . . . . 231 Suggested Certification Processes Educational Training for Public Accountants in Ethiopia . . . . . . . . . . 244 Conclusions and Recommendations . . . . . . 251 Recommendations VIII. SUMMARY, CONCLUSIONS, AND RECOMMENDATIONS . . 258 summary 0 O O O O O 0 O O O O O O O O O O 0 2 58 Conclusions . . . . . . . . . . . . . . . . 260 Recommendations . . . . . . . . . . . . . . 271 General Recommendations Specific Recommendations BIBLIOGRAPM O O O O O O O O O O O O 0 O O O O O O O O 2 79 APPENDIX I. The Provisions of the Commercial Code in Regard to Share Company . . . . . . . . . 287 II. The Planning Organizationsof Ethiopia . . . 309 III. Income Statement and Balance Sheet of the Bahr-Dar Textile Mills Share Company . . . . 311 IV. Bulletin "F" Composite Asset Lives and Applicable Composite Rates for Various Industries 0 O O O O O O O O O O O O O O O O 313 V. Haile Sellassie I University, College of Business Administration Curriculum . . . . . 321 vii [I Table VI-2 VI-2 VII-l VII-2 LIST OF TABLES Comparison of Rates of Depreciation Permitted in Ethiopia Versus the Rates of Depreciation Permitted in the U. S. for Equivalent Asset Types Composition and Growth of Gross Domestic Product in Ethiopia . . . . Persons or Firms Currently Known to Be Practicing "Public Accounting" in Ethiopia 0 O O O O O O O O O O 0 Accounting Courses Covered at CBA in Ethiopia . . . . . . . . . . . . viii Page 126 150 227 248 LIST OF FIGURES Figure Page 1 David Apter's Model of Systems, Processes and Politics of Economic Development . . . . . . . . . . . . 7 2 JOhn Friedman's Matrix of System Types . . . . 10 3 Possible Sectors of the National Economy of an Underdeveloped Country . . . . . . . . 16 4 Dimensional View of the Objectives of Accounting . . . . . . . . . . . . . . . l9 ix Exhibit I. II. III. IV. VI. VII. LIST OF EXHIBITS Bahr—Dar Textile Mills (Share Company) Auditors' Report (1963) . . . . . . . . Tendaho Plantations Share Company Auditors' Report (1968) . . . . . . . . General Ethiopian Transport Share Company Auditors' Report (1968) . . . . . . . . Indo-Ethiopian Textiles Share Company Auditors' Report (1968) . . . . . . . . Rubber and Canvas Shoe Share Company Auditors' Report (1968) . . . . . . . . Rubber and Canvas Shoe Share Company Auditors' Report (1969) . . . . . . . . Tendaho Plantations Share Company Directors' Report . . . . . . . . . . . Page 208 209 210 211 212 213 214 INTRODUCTION Ethiopia is an ancient kingdom with a long history of trading and ancient royal rules and customs for the con- duct of business. However, it was not until 1960 that the Commercial Code was first promulgated establishing what constitutes modern corporation law of Ethiopia today. The increasing desire and concern for quick economic progress had led the Ethiopian government to recognize the formation of businesses and business corporations as important agen- cies in economic development, in aggregating capital and undertaking risk. The government also had become aware that some regularization of the process of corporate for- mation and governmental monitoring of such corporations is necessary in order to guarantee the corporations' responsi- bilities to those who have financial dealings with them. The business enterprise in Ethiopia is typified by: (a) a large number of small, independent private businesses, and, (b) a few large semi-public and public business con- cerns. Due to the general need of encouraging modern trade and industry on a large scale, and thereby spurring the initial period of economic development, the government finds it imperative to establish or contribute to the xi establishment of various business activities; thus, govern— ment participation is quite frequent and common in the semi-public and public enterprises. Aside from what is provided by the Code, as of today there is no well-established, uniform system of ac— counts that has been set for the semi-public or public enterprises in Ethiopia. whatever uniform system of ac- counts exists in Ethiopia today emerges from the provi- sions of the Commercial Code of 1960. Further, there is no self-governing accounting profession in Ethiopia, or even a government-sponsored regulating body. The only of- ficial reference to accountants and auditing occurs in the Commercial Code. This lack of any legislation regulating accounting practice has given rise to various undesirable practices by self-claimed auditors. The Code was intended to encourage trade, invest- ment, economic development, and, in particular, to regu- late the activities of all business organizations. The Commercial Code is based partly on the French and Swiss codes and partly on Ethiopian traditional law. The Book of the COmmercial Code is composed of five parts, each part being called a Book. Book I: Contains general provisions applicable to traders, businesses and agents; books and accounts to be kept by them; and descriptions and purposes of the Commer- cial Register. xii Book II: Contains descriptions and definitions of various types of business organizations; accounts to be kept, and financial statements to be prepared; require- ments for the review and approval of financial statements by auditors; reserves and depreciation accounts to be set up, capital formation and dividends; points of conversion, amalgamation, and incorporation. Book III: Contains provisions relating to Car- riages (transportation), Insurance, and Games and Gambling. Book IV: Contains provisions for negotiable in- struments and banking transactions. Book V: Contains provisions relating to bank- ruptcy and schemes of arrangement. Purpose and Scope of the Study In this study, our interest in the Commercial Code is primarily directed to the accounting and auditing pro- visions that are provided therein. The provisions in the Code include: 1. For the review and approval by auditors of all financial statements of share companies (corporations) and certain other business organizations, but no provi- sions are made to define who is an "auditor." 2. For the types and forms of Balance Sheet and Income Statement to be prepared by the share companies, and accounting rules and procedures to be followed. xiii 3. For the handling of depreciation and amortiza- tion, and the setting up of reserve accounts. 4. For capital accounts to be maintained, the distribution of dividends, and asset valuation. These provisions have become the basis for the asset valuation and income determination processes and the basic reference source for public accounting as it exists in Ethiopia today. The study will concentrate on the parts of the Code that are relevant to accounting (income determination, capital valuation, asset valuation, and public accounting practice), emphasizing_thegenera1 and specific accounting provisions that apply only to the "share company” type of business organization. The Objective of this study is to (1) examine these corporate accounting provisions of the Code, and evaluate them in the light of what is now de- scribed as "sound accounting" in America; (2) to examine their effects upon accounting practices, and the role of accounting on the economy; and, finally, (3) to propose recommendations for the correction of deficiencies which may be found. In short, the study undertakes to examine the underlying theoretical support and rationale of the Code's accounting and auditing provisions, evaluating their relevance, appropriateness, and adequacy of disclo- sure in providing information necessary for sound economic decision making. xiv Chapter I discusses some of the basic objectives and functions of accounting in general, and the current status and development of accounting in the world today. Specifically, the role and objective of accounting in underdeveloped economies is probed, delineating the na- ture of the socio-economic set-up of these countries within which accounting is to function. Further, the role of ac- counting in economic planning and economic development is explored. The general objective of accounting is to pro- Vide relevant data and information for decision making. Conceptualising accounting in a "hierarchy" of levels, three levels of accounting objectives are recognized: the Primary, the intermediate, and the ultimate. Since the Specific task for which accounting will be used varies de- pending on the unit, sector and economy, the accounting obj ectives will become complex, intricate and difficult as we move from the primary Objective of accounting to the ultimate objective and from the micro—level to the macro- level of the economy. Recognizing the limitations, diffi- cul ties, and problems involved in accounting techniques and data at the national level, the chapter emphasizes the need, appropriateness and possibilities of developing proper accounting methods at the firm level. Thus, the chapter discusses the importance of proper accounting at the firm level, and the development of competent accoun- tants and an adequate financial statement as essential XV elements in aiding the economic development of underdevel- oped countries. Chapter II reviews briefly the contents of the Com- mercial Code in general and its historical background. This chapter also compares the purposes of the Commercial Code with the purposes of incorporation law in general, and discusses the relationship of these purposes to the Obj ectives of accounting. The Commercial Code establishes What constitutes the governing corporation law in Ethiopia tOday, and, as such, embodies the purpose of incorporation law. The purpose of incorporation law is to provide pro- teCtion of rights and interests of stockholders and to thOse who have financial dealings with the corporation; and accounting requirements concerning disclosure are a means of safeguarding these rights and providing the heCessary protection. Chapter III attempts to set guiding criteria and be~8es of analysis, extracting them from pronouncements of the American Institute of Certified Public Accountants (AICPA) and the American Accounting Association (AAA). This chapter also sets the assumptions and premises underlying the concern of limiting our study to the share companies. The relevant corporate accounting provisions of the Code to be considered in the analysis are grouped into topics relating to: (1) corporate capital, (2) reserve (surplus), ( 3) asset valuation, (4) auditing and professional accounting xvi in Ethiopia. In each topic, the proper accounting concepts and principles are reviewed first, based on AICPA, AAA, and other authoritative writers. Second, the Code's pro- visions are described and critically analysed. Third, recommendations and suggestions are made for improvements. Chapter IV deals with the Code's provisions re- garding capital. In this chapter, the various concepts 0f capital are first reviewed. The proper accounting con- cepts, principles and methods of capital handling are then recognized, based on statements of the AICPA, AAA, and Other authoritative writers on the subject. The problems of subsequent increases and decreases of capital, and the accounting requirements regarding the unique problems of the corporation relating to legal capital, surplus, divi- derIds, and treasury stock are also discussed. The Code's accounting provisions regarding capital are then examined and compared to the established accounting concepts, prin— ciples, and methods of capital handling. Lastly, the de- ficiencies of the Code provisions with respect to account- ing for corporate capital are identified, and recommenda- tiOns for remedying them are suggested. Chapter V discusses the term ”reserve" and its use in the sense of "surplus" and in other connotations. The different accounting concepts, definitions, and uses of the terminology in various countries and by various author- itative accounting writers are compared and analysed. xvii After establishing the problems involved in the delinea— tion and intelligible use of the term "surplus" and "re- serve,” the Code's provisions relating to ”reserve" and "surplus" are analysed critically. Chapter VI deals with valuation of fixed assets, depreciation, and inventories. The first part is devoted to valuation of fixed assets, the economic significance of depreciation, and the various purposes of depreciation measurement. The second part deals with recognition, valuation, and Classification of inventories. In Chapter VII, the impact of the Code's provi— sions on the public accounting profession, and on the en- hancement and development of the role of accounting in the e'tzcmomy, is critically analysed. The chapter inquires not only into the qualifications of the Ethiopian auditor and his role, but also the standards by which the auditors in Ethiopia judge the correctness of financial statements. To this end, the contents of the certificates issued by auditing firms in Ethiopia are examined. This chapter also discusses the processes and ingredients necessary for building the educational strata and machinery for es- ta~1>1ishment of an accounting profession in Ethiopia. To the extent that it is relevant and possible, the experi— ence of the economically advanced countries in the devel- opment of accounting professions is reviewed. Evaluations are also made of the various attempts undertaken to xviii establish some regulations on the public accounting pro- fession in Ethiopia. Overall, the study involves mostly library research. Its framework is drawn from the theories of accounting, economics, finance, and management, while the center of inquiry remains the corporate accounting and auditing pro- visions of the Commercial Code and accounting practice in Ethiopia. Chapter VIII states the summary and conclusions reached from the study, and contains the recommendations and suggestions for remedying the deficiencies found. iigpificance of the Study In view of the fact that my graduate education in the United States is for the express purpose of contribut- ing to the further improvement of accounting education and practice in Ethiopia, it seems plausible to direct my dissertation efforts toward a topic that leads. toward that end. Before offering solutions to any problem, the first strategic requirement is to understand the problem itSelf and to comprehend the existing surrounding context of the problem. A review and examination of what account- ing provisions are enforced by law and what is being done in practice, in comparison to "what ought to be," seems to provide a proper guide for choices among alternative xix M solutions. It is hoped that the examination of the pres- ent accounting provisions enforced by law will unravel the deficiencies that may exist, in comparison to what ought to be. Suggestions offered for improvement of accounting practice in Ethiopia may also have further implications for other economies undergoing a similar pattern of de- velopment. Accounting in underdeveloped countries is less ad- vanced than in the mature economies of the well-developed countries. Thus, it is not (at its present stage of de- velopment) able to play the important role in social plan- ning and resource allocation that it plays in the American economy and in other mature economies of the world. Yet, Since the potential exists for it to render services that are valuable in a developing economy like Ethiopia's, it Seems appropriate to start the improvement and development of accounting by amending the deficient accounting statutes 0 f the Code . Education is a partial answer to the problem of the low level of the accounting role in the economic develop- ment of underdeveloped countries. Business education and aceounting education have now started in Ethiopia. The sp-I'Sead of business education which has begun is based on n"0’1'3eern accounting theory, principles, concepts, and on mociern management principles. Accounting practices and pI‘GCedures, based on these accounting concepts and XX management principles, seem to differ from the accounting practices and procedures promulgated and required in the Code. There are serious differences between what the business curricula are teaching students and what is 1e- gally enforced and practiced. It is hoped that this study will not only expose this gap, but also lead to some suggestions toward narrowing it. In prospect, this study perhaps will contribute to the thought of direction and form for uniform account- ing, should it be desirable to apply a uniform system of accounting in Ethiopia in the future. Presently, in Ethiopia, there is discussion of establishing some regulation of the public accounting Prcrfession. It is hoped that this study will contribute to ‘the discussion of developing and regulating accounting Staaidards for accounting practitioners, whether by statu- tolfir action or by a self-regulating public accounting profession. The greatest contribution of this study is for Ethduopia--and perhaps for other underdeveloped countries Who have legislation on corporate accounting and auditing Which needs to be amended. The study can also be considered as an information soLLEY:e on Ethiopian accounting practices, and as an example xxi of an emergence of a profession of accounting in a devel- oping country, which type of genesis is going to be wit- nessed in all the newly emerging nations of the world in the next decade. xxii -.. CHAPTER I ACCOUNTING IN UNDERDEVELOPED COUNTRIES This Chapter will explore the importance, role, and objectives of accounting in underdevelOped countries, with some discussion of the role and Objectives of account- ing in general wherever it is found. Particular portions of the chapter deal with the objectives of accounting, its problems of implementation, and the status of its current development at the'micro and macro level. We also note the socio-economic 'setting of underdevelOped countries within which accounting is to function. Introduction It has been lamented by several writers that the low rate of economic growth of emerging nations is corre- lated with the inadequacy of financial data for fiscal planning and the low level of accounting role played in these countries.1 For example, Robert Seiler sums up the importance of accounting: Accounting. systems with their dual outputof financial reperts for external use, and central reports for 1Robert F. Seiler, Adolf J. H. Enthoven, Theodore L. Wilkinson, and Eshetu Chole. ¥ internal management are integral and important part of society's information system. . . . the strength and extent of a nation's information system determines in large part the rate at which economic development will progress, and accounting systems thus assumS im- portant role in development of emerging nations. In his paper prepared for the IX Accounting Con- gress, Theodore L. Wilkinson also asserts: There is no question but a very strong correlation exists between higher professional auditing standards, procedures and requirements and the ability of a country with capital available for investment to in- duce the widespread individual investment of that capital . . . the lack of appreciation of the inter- dependency between economic deveIOpment and accoung- ancy hinders progress in the develOping countries. Inadequate financial data are the frequent causes, 131 the underdeveloped countries, of poor assessment and Gathering of taxes, of failure to increase the flow of capital into newly expanded productive facilities, of failure to regulate structure and rate of growth of pub- ldicly controlled industries; of the difficulty in creat- iIng public markets for securities; of the failure to in- SLLre intelligent negotiation between labor and management; arm: of allocating resources into unsuccessful projects. AS a result, it is not uncommon to see many projects started and then closed after fixed capital and fixed in- PM ts have been incurred and allocated. 2Robert E. Seiler, "Information System in Underde- Veloped Nations," Accounting Review (October, 1966), p. 652. d 3Theodore L. Wilkinson, "WOrld Wide Auditing Stan- (ards and the World Economy," The Price Waterhouse Review Winter, 1967), p. 10. In the more developed countries, especially in the United States, growth of accounting and accounting profes- sion has been due to the government interest in adequate financial data of individual enterprise, and the growth of public awareness of the importance of data that can be ac— cumulated and interpreted through the accounting process. Further, the level of business education and training has been such as to lead management to recognize the central purpose of accounting. Last but not least, the growth of the accounting profession in self-regulated fashion, springing from the grass roots upward, has been the great :hnpetus for the development of accounting. In underdeveloped countries, however, accounting tends to be hardly known or little appreciated as a process 01? measuring and encouraging performance, but often is uSed instead as a whip to punish, or as evidence to in- Crfiiminate, or discredit an official, or uncover a fraud. It: is associated mostly with negative connotations. The 1evel of business education and training is also such that the accountant does not enjoy or has not built yet an irrliege of creditability and/or of prestige, of public con— fiIience. If he has any image, frequently it is that of an_ "auditor,” which term is synonymously associated with "Peliceman"or "watchdog." Further, the low level of per— formance standards by accountants themselves, and the lack of: a recognizable accounting profession have accentuated on. u u.«‘ ‘ 7 m: the tendency to reduce accounting matters in these coun- tries to statutes of prescribed rules officially initiated by legal procedures, and perhaps by non-accountants. Ac- counting thus develops from the tOp downward. The inter- nationally known foreign accounting firms operating in these countries thus face a dilemma of having to conform to the prescribed rules as accepted accounting standards, or of using home-base accepted accounting standards which may not apply. Or even if the standards apply, they face the risk of contradicting the local legal rules. The pres- sures of these countries for uniformity in reporting may, through legislation, also prevent accounting and financial reporting from developing in a self-regulated manner, and from meeting necessary changes with flexibility as new dem and s arise . Objective of Accounting in General The general objective of accounting is to provide relevant data and information for economic decision making. If we conceptualize accounting objectives in a "hierarchy 0f levels,” three levels of accounting objectives can be recognized: (l) The primary objective is mainly concerned With providing organized historical records of economic evefits. (2) The intermediate objective is concerned with summarizing, abstracting, analysing, and reporting from recOrded history relevant data and information for the ‘ET‘J .nr n... (I'4 ... u. achievement of ultimate objectives. (3) The ultimate ob- jective of accounting is to provide information which will aid in decision making. Accounting is purposive and evolutionary and is influenced by the socio-economic environment within which it operates.4 Thus, the general objectives of accounting which were conceptualized as sort of dimensionless and boundaryless must then be considered within the socio- economic environment within which the accounting objec- tives are to operate—-the socio-economic environment of underdeveloped countries. Socio-Economic Environment of Underdeveloped'Countries The socio-economic environment of underdeveloped countries is by no means easy to describe. However, some reVealing attempts have been made by various scholars to segregate and analyse the most important factors or vari— ables of the socio-economic environment of underdeveloped countries. The socio-economic environment of various underdeveloped countries has been Classified in a matrix fol‘m, by David Apter and John Friedman by systematic anal— Yeis of structure and process of: (a) technical innovation \ 4George 0. May, Financial Accounting: A Dis- tillation of Ex erience (New York: Macmillan Company, I531), p. 3. -v- ,.c ... In. . and economic development relationship, and (b) political organization involved.5 The first model of system variables based on the political organization and economic development decision, relationship of underdeveloped countries was developed by David Apter. From five categories of (1) pattern of legit- imacy, (2) loyalty, (3) decision autonomy, (4) distribution authority, and (5) ideological expression, he developed three developmental types of systems: (1) the mobilization system (MO); (2) the reconciliation system (R); (3) modern- izing autocracy (MA). (See Figure 1.) All systems exhibit two Characteristic decisional curtputs, one comprised of developmental decisions (economic) anti the other comprised of system-maintenance decisions (Political). Characteristically, mobilization systems try to re- build society in such a way that both the instrumen- talities of government and the values associated with change are remarkably altered. In Africa, countries ‘whose regimes are of this type incline toward the be- lief that, to produce ”the new Africa," the structural ;precedents of African society must be altered, and a Inew system of loyalties and ideas must be created, focused around the concept that economic progress is ‘the basis for modern society. {E 5David E. Apter, "Systems, Process, and Politics of c:<>l'lc>mic Development,” in Industrialization and Socie , :r3r13 F. Hoselitz and WilberE E. Moore (eds.) UN S , touton, 1963. And John Friedman, "The Institutional Con- Dext, " in Action under Planninggp The Guidance of Economic eve«'lCmeenE, §ertram M. Gross (ea) (New York: McGraw- Hill Book Co., 1967). BZQZmOAm>flQ UHZOZOUQ m0 mUHBHAOm 02¢ mummfluomm .mZflBmMm m0 AHGOS m.mm9m< DH>00H0cnuma huam>on .N chfimaUOo Emummm humEapHoOH ucmsaoam>ma . memos coaumuaaanoz Immeumuumacasn< mo cumuumm .H l I III III Ill 1 mCOHmHOOo ucmecum>ow ammmmuoud can mEmumhm :uach .mmauommumu The characteristics of a mobilization system are as follows: (a) hierarchical authority; (b) total alle— giance; (c) tactical flexibility; (d) unitarism; and (e) ideological specialization. Party or government becomes the central instrument of change. The reconciliation system is considerably harder to define than the first. Its outstanding characteristic is the high value it places on compromises between groups which express prevailing political objectives and views. As we are using the term, a reconciliation system evolves with the formation of a simple politi- cal unit from constituent political units which do not lose their political identity on uniting. In practi— cal terms, reconciliation systems can include rela- tively loose confederations which have recognized structure or highly organized parliamentary regimes. The reconciliation system is characterized by (a) pyramidal authority; (b) multiple loyalties; (c) ne- cessity for compromise; (d) pluralism; and (e) ideo- logical diffuseness. The third type of system is the modernizing autocrapy, where hierarchical authority is buttressed by tradIe tional concepts of legitimacy. One crucial typical feature of the modernizing autocracy is its ability to absorb change as long as the system of authority is not affected by it. For example, in Oganda, the Buganda Kingdom can employ new Skills, modernize the school system, and expand social-welfare activities; a civil service has replaced the patrimonial bureau- cratic system while retaining intact its traditional modes of authority. The modernizing autocracy mani- fests a profound internal solidarity based on eth- nicity or religion, by means of which support is re- tained for the political leaders or king who makes claims on the members of the system and controls them. Its characteristics are: (a) hierarchical authority; (b) exclusivism; (c) strategic flexibility; (d) unit- arism; and (e) neo-traditionalism. O O O O O O O O O O O O O O O O O O O O C O O O O a) The mobilization system must find the optimal bal- ance between the achievement of forward-looking goals amd the allocation of real income between coercion and .1nformation. The degree of coercion is restricted by :Lts cost on the processes of economic growth. In the mnobilization system, hierarchical authority seeks not <>nly to maintain itself but to intervene in all as- EDects of social life. Economic development becomes t:he rationale for demanding total allegiance. Tactical flexibility is essential for assuring the immediate control over problems which may emerge in the economic process; its Chief characteristic is that it requires a minimum amount of public accountability. b) The reconciliation system must rely heavily on in- formation when it defines its goals and the means of achieving them. It cannot utilize much coercion--if it does, it will be transformed into a mobilization type of system. Its distinguishing features are its participation in different aspects of group life and its stimulation Of the public to participate more fully in economic processes. In the reconciliation system, collective legitimacy results from a representative principle shared by the entire Collectivity. However, the danger of separat- ism, and even secession, by one or more of the con- stituents imposes a real limitation upon the degree of freedom the political leaders have. Since multiple loyalties exist, economic development is by no means seen in terms of the state. Instead, its perspec- tives tend to be transformed into special interests. Development must be diffused widely throughout the system. For example, in India, the political demands of various local interests made it necessary to con- struct an oil refinery in a less advantageous part of the country in order to build a refinery in the most economically desirable location. Since compromise is innate in a reconciliation system, the pace of development is determined by the willing- ness of the political leaders and of the public to follow a policy of the central government. The pace of growth is never more dramatic than that which the public is prepared to accept, since policy must agree with public desires. Frequently, the result is a greater degree of superficial instability in the sys- tem, with much spontaneous conflict and expressions of bitterness among the parts. In spite of this, co- ercive techniques remain at a minimum; and it can be argued that the strength of the reconciliation system lies, in some measure, in the perpetuation of the con- flicts themselves. Each group finds a loyalty to the system determined by parochial interests and hopes to satisfy such interests. The hypotheses of both Simmel amd Gluckmann concerning the social utility of con- :flict are relevant here. Conflict is not necessarily (destructive of the social fabric. On the contrary, lander a reconciliation system, conflict gives people ea vested interest in the system as a whole. 10 c) Modernizing autocracies are suspicious of advanced, dramatic programs for economic development. However, they tend to isolate those aspects of economic reforms that seem capable of being absorbed without causing too many authority problems. In the modernizing autocracy, goals are restricted by the implications they have for the system of hierar- chical authority. Those which seem to entail substan- tial alterations of the political framework of the society are necessarily abhorred by the government. Others, which allow the system to continue while at the same time satisfying the public--particularly with respect to expanding material standards and raising income 1evels--are adopted.6 The second model of system variables is a measure of economic-technological development achieved and was de— veloped by John Friedman. It divides countries into three Classes: (1) Transitional (T); (2) Transitional with a strong modern sector (TM); and (3) Modern (M). Combining the economic and political scale system 0f variables, a matrix was developed, as shown in Figure 2. Political Organization R MA MO . '3» ' 3 U r: T Nigeria ETHIOPIA Mainland a '6', m . China a 2 2. 3- « O 0.4 United Arab Yugoslavia ‘35 g TM Venezuela Republic u 5 m E-a D M United Japan Soviet Kingdom . Union Figure 2.--John Friedman's Matrix of System Types \ k 6Apter, "Systems, Process,and Politics." 11 According to the matrix then, Ethiopia is described as transitional in terms of economic-technological develop- ment and as a system of modernizipg_autocracy in terms of its socio-political organization. For our purposes, the overall socio-economic en- vironment or decision systems and processes of an under- developed country like Ethiopia can be characterized by a transition period concerned with economic development plan- ning and economic development objectives. If we consider the decision-making system in a developing country like Ethiopia as a planning and control process7 for economic development, accounting objectives then should aid in the economic development goals by providing information neces- sary in the decision-making process of such an end. Economic Planning The increasing concern with economic development in underdeveloped countries has given rise to economic growth objectives, which in turn has led to economic plan- ning. Thus, planning in some form of another has become necessary for societies which have fallen behind if they desire to "catch up."8 ‘_ .— 7Robert N. Anthony, Plannin and Control Systems: ‘5 Framework for Analysis (Boston: Harvard University, BIvIsIon OI Research—,TI‘aduate School of Business Adminis- tration, 1965). See his discussion on how system embodies pli‘ocess to facilitate decision making, and thus involves Planning and control process in organization. 80. K. Ghosh, Problems of Economic Planning in .India (Kitabistan: Allahabad, 1964), p. 1. 12 All those who have seen the film relating to the con- quest of Mount Everest know what great part planning played in that great adventure. How much more impor- tant then would plannigg be when a nation tries to catch up with another. Today this need is realized in most African coun- ,tries. In fact, in these countries ”the plan has become a symbol of independence."10 9 Planning: Meaning and Connotations Since the word planning is to be used frequently in this study, it is best to understand its connotation at the outset. In the analysis of management function, plan- ning and control are listed as separate items, though many writers admit that there is no clear-cut separation be- tween them. The separation is rather of mental activity, and that planning and control should be seen as insepa- rable. Thus, planning in the study will refer to both the blue print model of planning (planning) and the informa- tional model of planning (implementation action and con- trol). This view is adOpted because a plan (blue print) without implementation process is incomplete as far as reaching economic development objectives is concerned. Following Robert Anthony's framework of analysis, Planning and control systems are used to facilitate deci- 91bid., p. 4. 10Andrew W. Kamarck, The Economics of African D27 XEEEEESEE (New York: FrederIcE A. Praeger, 1967), p. 210. 13 sion making. But since decisions are made by people, our concern will be with the planning and control processes in human organizations. Any system is an embodiment of pro- cesses . 11 In the minds of many people perhaps, planning is connected with Marxism and the Soviet Union, but it is important to realize that "planning and Marxism do not necessarily go hand in hand . . . . Marx himself is very vague in the matter of planning."12 An extensive and ex- cellent discussion of this distinction is provided by Tobin and Ghosh. In June 1962, at Yale, President Kennedy also warned against such ideological labels. He said, "Essen- tially the important problems Of government [are] techni- cal and complex, to be solved by open-minded pragmatic reason rather than by slogans, myths, and other doctrin- aire application of simple principles.”l3 Planning Objectively Considered Encouraged by the French experience of planning, the last 15 years the trend in the world has been to con- side: economic planning objectively rather than ideologi- h; 11See Anthony, Plannin and Contgpl Systems, for extensive discussions on the meaning of‘plannIng. 12Ghosh, Economic Planningpin India, p. 13. R 13James Tobin, National Economic Polic (New aven: Yale University Press, . Po - .u‘ 14 cally,l4 and in the course of planning to apply the best modern feasible tools of analysis. This trend is true both in the developed as well as in underdeveloped coun- tries, though the reasons leading to such interest and trend may be different. Many leading writers of economic planning and economic development have, in the course of their argument, tried to notice government's similarity to a business enterprise or firm as it plans for economic growth, and thus have come to consider the advanced and aarticulate private corporate planning and budgeting tech— ziiques, and the advancement of present knowledge in system auialysis in approaching economic planning or national plan- rring.15 One of the best examples Of such writers is Chamberlain. Chamberlain views "planning at the level of econ- provide a measure of executive authority in seeking them by means of such instruments and devices as similarly are permitted."16 The managing of assets involves numerous I4John Hacket, Economic Planningin France_(London: ASia Publishing House, 19657, p. v. 15B. VanArkadie and C. Frank, Economic Accountin anti Develo ment Plannin (Nairobi: Oxford UnIversIEy Press, , p. 1; To in, National Economic Policy; Neil W. chauflberlain, Private and PuBIIc Plannin (New York: McGraw- Hilil BOok Co., 1965); and'Edwara Sagendorph Mason,chonomic ..Plannin in Underdeveloped Area_sr: Government and BusIness (New YorTE: Fordham University Press, I958). 16Chamberlain, Private and Public Planning, pp. 14- 15. 15 activities, among which he specifies the following: 1. The identification of primary objectives for which assets are managed; 2. The integration of several strategic streams of decisions which involve coordination of: (a) technical nature, and (b) people; 3. The element of time, since the objectives and strategic decisions are not only of one time matter, but must continue through the life of the economic unit and are subject to change due to a variety of influences. The important underlying not that is made in (:hamberlain is the viewing of the economy as a system and sub-systems. Viewing the economy as system and sub— systems means not only recognizing the sectors and units, aund the relationships and interrelationships among them, that also realizing that each sub-unit is a planning unit irrvolved with systematic management of assets which come under its control. Each unit plans within its own units and boundaries, finding the various aspects or supporting ac: tivities of planning. Each unit not only must satisfy its own internal requirements, but must also be reasonably cornpatible with the process characteristics of the larger unit to maintain its position in the overall system. Chamberlain divides his system into public and Private sectors, while at the same time he makes a careful l6 and important recognition of the government's dual nature, (a) as it manages its sector, and (b) as it manages the economy. In underdeveloped countries, the sectors of the economy are not that simply delineated. For example, Bognar attempts to roughly sketch for us the following sectors which must be considered in viewing the national economy of underdeveloped countries: National Economy JTraditional Sector [Subsistence Economy I . —' Small—Scale 9| Industrial Cooperatives '-_+groduction I Domestic Capital I—VForeign-Owned l Farming I Cooperatives Biq Cgpital Medium Capital in Forei n Hands —‘+f@r9e Estates I Iiandicraft , State—Owned ‘ Farms Figure 3 [State—Owned Sector 17 LAgricultural Produc- tion for Export However, Bognar warns us too that "the operation of a multi-sectored economy, the mutual impacts of the Secrtors upon, and their transition into one another can- not: 1>e exactly represented by any scheme."17 Thus, in ¥ D l7Jozsef Bognar, Economic Polic l d Plannin in eVelo in Countries (Budapest: fiaaemIaI KIaao, 1939), 13.4, 17 underdeveloped countries where the sectors in the economy are numerous and complex, and their interrelationships complicated and illusive, the delineation and identifica- tion of economic relationships at the national level is stupendous yet still necessary for proper economic plan- ning. This is why in John Friedman's words, "the whole planning becomes an extremely fluid, ambiguous, and inde- terminate network of information flows."18 Thus, in talking about economic development plan— ning in underdeveloped countries, a point is made that Planning in these countries ends up in being a workman- like job of unrealistic blue print only. Planning as a Process is indispensible for the formulation of effective development policies and measures. But if a plan is pre- Pared before the process of information system begins, or if? the plan is unable to generate the process of informa- ticnn required, then it is unlikely to have any develop- ment.19 .Eliunning in Ethiopia The concern with economic development planning in Ethiopia had led to two five-year develOpment plans (a 18Bertram M. Gross, Action under Plannin : The HIIl 321-dance of Economic Development (New York: McGraw- Ok Co., I967), p. 37. p 2 19Kamarck, The Economics of African Development, ° 12. 18 third one having just come out recently). These plans mostly contain broad Objectives which are to serve as guides for development. However, implementation has been unsatisfactory due to lack of various essential bases of planning, such as the lack of accounting and statistical data, lack of coordination and effectiveness Of the plan- ning machinery.20 The third—year plan tries to emphasize the erecting and development of these essential bases of plan implementation. The planning organization of Ethiopia as is known in blue print is found in Appendix II. Uses Of Accountin Data for Specific Tasks The specific task for which accounting techniques imnd data will be used will vary depending on the unit, there are three problems ix: be recognized in marshalling accounting data.21 Sector, and the economy. Thus, First, there is the problem of individual economic units--firm, plant, or household. The second problem concerns the coordination of aCitivity of components of economy--inter-industry. The third problem involves the aggregate perfor- mance of the economy in terms of total product, or the * D 201m erial Ethio ian Government Second Five-Year eVelo ment Plan (I963—I36'7), p. 31; Im eri a1 EEHio Ian GOVernmenE TEIra Five-Year Developmen? Plan (1968765- \I§72~’73"S',' 'C"'h"'apt""‘er"II'I, p. 4. Pp> 21Van Arkadie and Frank, Economic Accounting, 0 2_3. 19 application of accounting techniques and data to problems Of national accounts and national planning. The accounting objective will then become more complex and intricate, influenced by the interrelation- ships and nature of transactions involved in the unit, sector, jective of accounting to the ultimate objective and from the micro level to the macro level. and the system, _.) as we move from the primary Ob- (See Figure 4,) Objectives of Inter- Ultimate thes AccOunt- Pri- mediate Objec Of ing. mary Objec- tive Accounting . . ‘ Obj ec- tive Data in tive 1 Unit . Micro level Sector Industry . Sectorial Economy , Macro. level _ Figure 4 The success of the ultimate objective of account- ing on any level of economy will depend on the ability to identify and recognize the various relevant relationships imn<3 economic events of the various activities involved in 20 the unit, organization, sub-system and the system; and the ability to measure them. Accounting_at the National Level The problem of accounting techniques and data at the national level (macro-level) is of immense controversy and is a subject of study by itself which cannot be ade- quately treated or resolved in this study. In fact, even in the developed economies of the world today, there is no system that has adequately resolved this problem yet. The accounting techniques at the national level, or, as is termed ”social accounting,” has been little developed cohesively up to today. Social accounting mostly has been an undertaking of economists without the participation of accountants,22 the result being not a great mutual inter- dependence between social accounting and micro-accounting. Much of the controversy over concepts of income in account- irK; today is caused by the differences in concept of value awn: income, as well as in expense recognition which is mainly due to the differences in social accounting and miCro-accounting. By ”social accounting,”we refer to ac- COUnting developed by economists which has concentrated mainly on the macro level, while ”micro-accounting” refers i (E 22Morton Backer (ed.), Modern Accountin Theor p rlglewood Cliffs, N. J.: Prentice-Hall, Inc., T9335, p- 485-510, chapter on "Social Accounting," by Mary Murphy. 21 to accounting developed by accountants which has mainly concentrated on the micro level. The prospects of accounting techniques at the micro level, however, are much brighter. There is an ade- quate, if not fully satisfactory, knowledge of accounting techniques which has been developed at the business or- ganization or firm level in the world today. Thus, the improvement and development of accounting of the firm, plant, and household in underdeveloped countries should give basic impetus to the formal treatment of data from economic units which do not keep accounts yet, and thereby provide for the extension of data required to the national accounts.23 In his book Economic Accountin and Develope 4r :2; r__ gment.Planningn Van Arkadie tells us the usefulness of con- centrating on the micro level in developing accounting in Luaderdeveloped countries. . . . Nature of government's peculiar role in the economy [can be] avoided by implicitly adopting a view of government closely analogous to that of the business firm. This [allows] the development of the basic accounting system without undue confusion and diversions. National accounts are useful be h as de criptions of the level of well-being in the society and also as tools in planning operations. Most of the de- Ibate regarding accounting methods has tended to con— centrate on the first function and the advocates of particular position have tended to refer back to Inelfare criteria in support of their points of view. lRecently, however, there has been an increasing con- <:ern for the second function. 23Van Arkadie and Frank, Economic Accounting, p. 4. pp. 22 As planning is likely to have as its objectives the increase in levels of welfare, defined in one manner or another, the existence of the separate functions need not lead to fundamental conflicts. In practice, however, the planner is likely to be less interested in the niceties of welfare measurements, and more interested in the utility of the data in assessing the feasibility and consistency of his plans. For this purpose he may well be more interested in the accuracy of the data of a few strategic sectors than their completeness of coverage. . . . Although the ultimate goal of the plan may be stated in welfare terms the immediate objective will be de- fined in terms of the performance of particular sec- tors which are believed to be of importance for the subsequent improvement of welfare. . . . Measures of income will be more important as a basis for measur- ing taxable capacity, than for the purpose of esti- mating welfare. Despite the frequent acceptance of the ascendancy of planning needs, little work has been done to modify the framework along lines which would produce maximum return in the face of special objectives, the limited personnel and peculiar data problems of the developing countries. The ECA (Economic Commission for Africa) has begun such work by suggesting a standardized set of accounts, but more radical ventures might be in order which provide a sanction for official accounts which placed less emphasis on comprehensiveness but more on detailed, specialized sectoral data. This could be more important in countries just set- ting up statistical services or in countries in which the limitations on the supply of statistical personnel make it impossible to maintain a worthwhile set of comprehensive accounts on an annual basis. In such situations a more limited set of data, available in a systematic form and with greater reliability than comprehensive figures,emight be compiled without the considerable delays involved in the preparation of income and product estimates. If work was pursued in such a direction then there would be far less interest .in valuation and welfare issues . . . and far more <:oncern with investigazing the potential contemporary Ilses of the accounts. 24Van Arkadie and Frank, Economic Accounting, 23 Conclusions This chapter has identified the role and objec- tives of accounting in underdeveloped countries and its problem. It has developed with emphasis the need for and the appropriateness of developing proper accounting meth- ods at the micro level despite the nominal ascendancy of economic planning and needs of accounting at the macro- level. CHAPTER II THE COMMERCIAL CODE OF ETHIOPIA Introduction This chapter will discuss the Commercial Code in general. First, the characteristics of Ethiopian busi- ness will be reviewed. Second, the general contents of the Commercial Code will be described. Third, the pur- poses and objectives of the promulgation of the Commer- cial Code will be examined from a legal (incorporation law) objective, and the economic and financial account- ing objectives point of view. These discussions are to lhelp us relate the Commercial Code and its accounting pro- xnisions to the purposes of incorporation law and financial reporting . Back round and Some Characteristics of Ethiopian Business Business enterprise in Ethiopia is typified by: (a) .a.1arge number of small, independent private busi— nesses; and (b) a few, but big, semi-public and public business concerns. The large number of small businesses are liJnited to retail trade and small craftsman industry. The latter type of business concerns involves some kind 24 25 of government participative capital. For, due to the gen- eral need of encouraging trade and industry, the govern- ment finds it imperative to establish or contribute to the establishment of various business activities. Semi-public enterprises are autonomous bodies with their own charters which have been established by the gov- ernment, but to a great extent financed by their own in- comes and by contributions other than from the State. Their activities are initially financed in part by capital contributions from the State budget, and later, if needed, by annual contributions to their running cost. The fol- lowing are examples: the Commercial Bank of Ethiopia, the jBoard of Telecommunications, the Ethiopian Airlines, the Ethiopian Light and Power Authority. Public enterprises which are called "share com- panies" in Ethiopia are the Ethiopian equivalent of the corporation. For various economic as well as political reasons, some shares of these corporations also are sub- scrdJoed by the government or government agency either in cast: or by some form of contribution in kind. J. D. Vbn PiSCfluke has described how the share companies are financed and who holds the shares in Ethiopia: Ekast new share companies (corporations) established 111 Ethiopia are financed by small groups 0f informed iJLsiders, by professionals, foreign investors, Wealthy and financially sophisticated Ethiopians, the Ministry of Finance, and local lending and in- vesting institutions that are largely government- 26 owned and that have sizeable resources at their dis- posal. Despite the fact that the government or government agencies seem to hold the shares of most share companies (corporations) in Ethiopia, this is not the long-run,in- tended policy of the government. For long run public policy is based in favor of pri- vate ownership . . . the government, the largest local investor, has participated in the capitalization of many corporations simply because the private sector did not furnish the necessary resource. Public enter- prise has been used to quicken economic development, but is not currently viewed as the long run solution to Ethiopia's economic problems. Thus, the main gov- ernment—owned financial institutions are urged by the Ministry to divest themselves of their equity hold- ings in the established corporations as soon as the private sector is willing and able to purchase the shares. The process of trying to transfer the share held lby government agencies to private individual investors led ix: 1960 to the establishment of the Share-Exchange Depart- ment of the State Bank (which later became the National Barflc). Despite the presence of many obstacles, this pro— Cess culminated in 1965 in the formation of the Share Dealging Group and the starting of a share market, thus Stinullating the trading and holding of shares and over-the- Counter operation.3 No time elapsed before the shares and ‘g ‘IJ. D. Von Pischke, Shares and Share Tradin in Addis .Ababa. (College of Business AdminiStration, Ha e e ass: e University, Addis Ababa, Ethiopia, 1968), p. 3. 21mm, p. 3. 3See Von Pischke, Shares and Share Trading, for xcellent discussion and history of share trading in Addis a. 27 share-trading activities gave impetus to: (a) the need and awareness of minimum financial information necessary for companies whose shares have to be approved for group trading (listing); (b) the usefulness of current and ac- curate information of company operations in order to price shares realistically; and (c) the need of relying on audited financial statements. The process of development has brought to Ethiopia foreign capital and the establishment of branches of multi- national foreign corporations, i.e., Caltex, Shell, Stan- dard Oil, NCR, A. Besse & Co., Mitchell Cotts. These en- terprises which, by the nature and development of the par- ent.corporation's country of origin, use elaborate ac- cxaunting systems have tried to maintain their accounting and information systems with difficulty, despite the dearth of? trained local accountants. These companies were addi- ticn1a1 causes for Ethiopian interest in accounting and ac- counting information. It was natural and conspicuously imperative that the iabove events and business concerns need a firm legal basis; for their existence and for defining their contrac- tual <3bligations and relationships in the society, or some kind caf'regulatory system to put their activities in per- spectdsve. Thus, in 1960, the Commercial Code was promul- gated ass the basic regulator of Ethiopian business prac- tice, 28 The introduction of the Commercial Code as regu— lator of Ethiopian business practice is a new phenomenon, and as in all the other underdeveloped countries the use and influence of law as a vehicle for introducing innova— £222 is also of recent importance. However, the realm of law in Ethiopia is not new. It has a long-standing im- portant traditional basis which evolved from the Christian Coptic Orthodox Church and its ancient kings. Thus, the heavy reliance on the statutory law today is derived in part from a strong Orthodox religious origin and the sub- mission to the Fetha Negest. The Fetha Negest is a tra- ditional legal code based on canons and civil laws of the land with Judeo-Christian ethics. Description ang5Contents of the Commercial 0 e The Commercial Code is based partly on the French and Swiss codes, and partly on Ethiopian traditional law. It is composed of five parts, each part being called a book. Book One: Contains general provisions applicable to ‘traders, businesses and agents; books and accounts to be lcept by them; descriptions and purposes of the Commer- ‘3131 register; descriptions of corporeal and incorporeal Elements of business, including definitions and preserva- tion of good will; definitions and practices of trade names, patents, and distinguishing marks; provisions re— garding the role of business, mortgage 0f business, and 29 Book Two: Contains descriptions and definitions of various forms of business organizations; accounts to be kept and financial statements to be prepared; require- ments for the review and approval of financial statements by auditors; capital formation and dividends; points of conversion, amalgamation and incorporation. As far as this study is concerned, the most important provisions in this section are those relating to the ”share companies,” Articles 304 to 509 (see Appendix I). Book Three: Contains provisions relating to car- riages (Transportation), Insurance, and Book Four: Contains provisions instruments and banking transactions. Book Five: Contains provisions ruptcy and schemes of arrangements with Organizations. Forms of Business Organizations In general, the Code recognizes of business organizations: P. Games and Gambling. regarding negotiable relating to bank- respect to business the following forms 1. General Partnership. General partnership consists consists of "partners who are personally, sever- ally, and fully liable as between themselves and to the partnership for the partnership firm's undertaking."4 555 4Commercial Code of the Empire of Ethiopia of 1960, 30 Limited Partnership. Limited partnership com- prises two types of partners: "general partners in full liable personally, jointly and severally, and limited partners who are only liable to the extent of their contributions"5 Companies limited by shares--Share Companies. A Share Company is a company whose capital is ”fixed in advance and divided into shares, and whose lia- bilities are met only by the assets of company."6 The minimum amount of capital required is to be not less than Eth.$50,000 and with par value of each share not less than Eth. $10. (Eth. $1=U.S. $0.40 or Eth. $2.50 = U. S. $1.00). There will be more detailed discussion regarding this later on. Private Limited Companies. A private limited com- pany is a company: (a) whose members are liable to the extent of their contributions; (b) whose members are not less than two or more than fifty, and (c) which does not issue transferable securi- ties in any form. The minimum capital required for such company is Eth. $15,000, and the shares are to be of equal value and not less than $ Eth. $10. This form of business organization is simi- lar to the stockholder liability form in Canada. 51bid., p. 58. 61bid., p. 59. 31 Ordinary Partnership. These constitute partner- ships of ”civil” forms. They include those of lawyers and professional people who are civil partners in association and are equally liable to creditors. Sole Proprietorship. The sole proprietorship form is covered under the title name of Trades and Traders, whereby a trader is defined as a person or persons ”who professionally and for gain carry on" various activities of exchange. Accountin Provisions of the Commercia Code The Commercial Code contains not only provisions of legal bases for the existence and formation of the vari- ous types of business forms (which makes it basically an incorporation law), but also contains important accounting provisions. The accounting provisions in the Commercial Code include: 1. For the reviewal and approval by auditors, of all financial statements of share companies (corporations) and certain other businesses. However, no provisions are made to define who is an ”auditor.” 2. For the types and form of Balance Sheet and Income Statement to be prepared by the share companies and other type business organization. 3. For the handling of depreciation and amortiza- tion, and the setting up of reserve accounts. 32 4. For the capital accounts to be maintained, the distribution of dividends, and asset valuation. As of today, there is no well-established uniform system of accounts that has been set for the semi-public or public enterprise in Ethiopia. Whatever uniform system of accounts exists in Ethiopia today emerges from the Com- mercial Code of 1060. Nor is there specific legislation in Ethiopia regulating or controlling the public account- ing profession. In fact, the only reference to accountants and public accounting occurs in the Commercial Code alone. Hewever, there is a uniform system of government account- ing based on what is called "models" (prenumbered forms) enforced on all ministries whose activities are solely and entirely financed through the state budgeted funds.7 Thus, these accounting provisions in the Commer— cial Code become the basis for the asset valuation and in— come determination processes and the basic reference source for public accounting as it exists in Ethiopia today. If the Commercial Code is basically an incorpora- tion law, examination of the purposes of incorporation law and its relation with accounting should help us in shedding light on the compatability and consistency of the purposes ¥ fir 7Johannes Kinfu, "Government Accounting in Ethiopia,” Unpublished M.Sc. thesis, University of Utah, 1963. 33 of the Commercial Code and the accounting provisions therein. IESTEE§22§35 of Incorporation Law and e r elationship to Accounting The main purposes of incorporation law in general are: 1. To provide means for permitting the organization and operation of enterprises as corporate units only upon the fulfillment of certain statutory requirements. 2. To provide a basis for protecting the rights of those who have financial interest and dealings with the corporations. Given the above purposes, then the disclosure of adequate financial information is of utmost importance to those who deal with the corporations and rely on financial statements. Consequently, the provisions and statutes should aid the development of accounting in order: 1. To make accounting as a qualified and full-fledged fagent Of investors. 2. To make accounting an agent for aiding economic development, so that the usefulness of accounting as a basis for decision making in resource alloca— tion (economic planning and development) will be enhanced. 3. general, 34 To report fully the results of operations and to present accurately the financial position of the enterprise. To attain greater uniformity and consistency in order to facilitate comparability of results be- tween companies. To encourage development of good information sys- tem which will reflect new developments in busi- ness and finance. To improve standards in the field of reporting and accountancy in general, and thereby raise the role of accounting in the economy. To facilitate the maintenance of accounting stan- dards by enforcing such standards. The Purposes of the Commercial Code ofithlogia The purposes of the Commercial Code in Ethiopia in as implied in the speec of H.I.M. included in the preface of the Code, are: l. 2. To provide legal bases which will assure the neces- sary elements of stability and security_of business transactions. To provide a framework for expansion and growth of trade and commerce. To regulate the constitution and activity of all business organizations. 35 4. To assist in the swift and orderly economic devel- opment of the country. Commerce and trade as used in the Commercial Code refer to the characteristics of exchange in buying and selling commodities on a large scale with regard to profit. Comparisons of the Purposes of the Commercial Code versus ‘£%§_g%rposes of Incorporation Law and e élationships to Accounting The general purposes of the Commercial Code are less articulate but more comprehensive than incorporation law in their aim. Among its purposes, the Commercial law emphasizes the necessary elements of stability and security of business transactions. In so doing, it tries to estab- lish the legal basis of all business transactions for all types of businesses and not only that of corporations. However, there is a chapter devoted to the legal bases of corporate business transaction--related ggly to corpora— tions, which chapter then forms a sort of specific incor- poration law. Thus, the Commercial Code covers (or should cover) under its umbrella the purposes of incorporation law, and should supplement but never contradict the overall purposes of incorporation law specified earlier. In this respect, the statutes and provisions in the Commercial Code affect- ing the nature of corporations' business dealings should aid the development of accounting in order to assure the 36 adequate disclosure of financial information necessary to protect the legal rights of those who have financial deal- ings with the corporation (including the government). This implies that the provisions in the Commercial Code should not only be a matter of legal and contractual arrangements drawn from a theoretical legal angle, but also should concern proper accounting practices and methods to be drawn from sound accounting theories. Do the statutes and provisions in the Commercial Code aid in development of "sound" accounting practices? And, specifically, do the accounting statutes and provisions in the Commercial Code pertaining to corporations (share companies), provide an adequate degree of disclosure to protect the rights of those who have financial dealings with the share companies? These questions provide the issue at hand, which is the overall concern of the study and the specific topic of the chapters to follow. CHAPTER III DEVELOPMENT OF CRITERIA FOR EVALUATING PROVISIONS OF THE CODE Introduction We discussed in Chapter I the role and objective of accounting in general, and particularly its importance and role with respect to the economic growth of underde- veloped countries. In Chapter II, we established that the purposes and objectives of the Commercial Code (or incor- poration law) and those of accounting could not be far apart or in opposition to one another despite the fact that commercial law's basic view is legal and not economic (and financial accounting) oriented. Thus, we concluded that accounting principles and Code provisions should sup- port and supplement each other, for the development and sophistication of incorporation law are incomplete without the parallel development and sophistication of accounting. We now turn our attention specifically to the share companies (corporations) of Ethiopia, and the account- ing provisions prescribed for them to follow by the Code. Our concern in the share companies (corporations) is found in their raison d'etre, for being the most desirable 37 38 (effective, efficient) form of business organization not only in marshalling large capital efficiently, but also in providing the most comprehensive organizational elements that are needed in expanding and building the industrial and commercial sector. The expansion of industrial and commercial sectors is presumably accepted to be the im- portant route to economic growth of underdeveloped coun- tries, as we have shown in Chapter 1. Thus, this chapter will briefly expand the‘pggmr ises and propositions underlying our concern for studying the accounting provisions of the share companies only, and the criteria used in analysing them. Assumptions in the Process of Analysip The following propositions and statements will be taken as starting premises upon which the analysis will rest. Some of these propositions have been already devel- oped by what has been discussed so far in the previous chapters: (a) Given that the objective of underdeveloped countries is economic development, and that industrialization (development of commerce and industry by private as well as public enterprise) is a critical part of the process 0f development and is an accepted and recognized means for develOpment; (b) Given that lack of accounting information is 39 a constraint on the development process of underdeveloped countries; (c) Given that the relationship of accounting to the industrialization process is evident in the relation- ship between managerial and financial accounting techniques and growth and the development of industrial units or the business sector found in the advanced countries; (d) Given that enterprise (firm) accounting as a supplier of information for capital providers is a device for increasing efficiency of resource allocation, and a mechanism for controlling operation; Then, we can conclude that enterprise accounting which is the tool of private enterprise management is use- ful to management of the development process.1 There is a firm commitment in Ethiopia for effi- cient mobilization of capital, formation of an impersonal capital market as part of the economic development process. Accounting as related to the capital market can be viewed in terms of the necessity for adequate accounting, neces- sity for credibility in enterprise financial reporting, and therefore a necessity for professional accounting de- velopment. These needs, in turn, lead to the concern of building an accounting profession and providing suitable Epderlying professional accountipg education. 1Lee J. Seiler, The Function of Accountin in Eco- nomic Development: Turke as a Case §Eu3 (New York: P55 I h 1987) re er c A. Praeger, l s ers, , p. 9. 40 There are aspects of law which affect accounting in Ethiopia: (a) the binding influence of tax law on ac- counting practices; (b) the binding influence of the Com- mercial Code on accounting practices; and (c) the nature of law itself on accounting in general. Thus, the examina- tion and analysis of the contents of the Commercial Code regarding the business organizations' accounting informa- tion requirement may indicate the auditing, financial re- porting and disclosure implications that exist, and the accounting "principles" associated with accounting in the particular national context. Criteria are necessary for purposes of comparison and evaluation of the existing Ethiopian accounting prin- ciples, standards, and practices as they have evolved from the Code. It is intended that the American principles, standards and practices will be used as a frame of refer- ence to indicate differences and similarities. This is not to say they are necessarily more correct, more appro- priate than any other, but for the simple reason that some specific set of criteria is needed for purposes of compar- ison.2 One can find many reasons that may suggest the use of American accounting concepts as a frame of reference, such as: (a) the most developed enterprise or firm ac- counting today is found in America; (b) there are various ¥ 2American Institute of Certified Public Accountants, Committee on International Relations, Professional Account- ing in 25 Countries (New York: AICPA, 1964), p. ix.. 41 accounting models that have been logically and theoreti- cally developed with authoritative support in America, which could give a better choice of alternatives; (c) re- search on accounting principles, theories, and practices has been most advanced in America; (d) most of the liter- ature on accounting principles and theories in our century has come out voluminously from America; and (e) other peripheral reasons such as educational, economic and po- litical ties with America; desire to simulate or emulate American-type capital market; use of American accounting texts; the emergence of American multinational corpora- tions in Ethiopia, and economic aid programs. All these may suggest an inclination toward the "popularity for American model" and use of American standards. Criteria The following concepts will be used as guides for analysing the validity and adequacy of the accounting pro— visions in the potential information they provide to the insiders and outsiders of the entity concerned. The out— siders here include government, creditors, and investors. The standards are elicited from the American Accounting Association's standard for accounting information and guidelines for communication of accounting information. 1. Relevance and appropriateness to expected use. Relevance would be as to conformance to the purposes of 42 the Commercial Code in general and to the purpose of in- corporation law. Appropriateness would be as to conform- ance to the expected use by creditors, investors, and government. 2. Feasibility and disclosure of significant re- lationships. Feasibility will refer to compatibility of practical application of accounting methods within limits of reasonable efforts, costs, educational and institutional context. The most relevant may not necessarily be the most feasible. Disclosure of significant relationships refers to reporting accounting information in such a manner as to permit observation of a significant financial and operat- ing activities of the firm. It should reflect feasible functional and behavioral analysis and classification of expense, income, assets, capital, and liabilities. 3. Verifiability and quantifiability. For these, the explanation given by the AAA committee will be followed and adhered to.3 4. Freedom from bias. This standard will be used to refer not only to objectivity in use of appropriate technique, but also to the independence of the auditor in external reporting. ¥ 3American Accounting Association, Committee to Prepare a Statement of Basic Accounting Theory, A State- ment of Basic Accounting Theogy (Evanston, 111.: AAA, 9 PP. ‘ 2- 43 5. Inclusion of environmental information. This is from the AAA Committee's guideline for communicating accounting information and the explanation given by the Committee will be followed and adhered to.4 6. Uniformity of practices within and among en— tities. This is taken from the Committee's guideline for communicating accounting information. The Committee's explanation of uniformity as it refers to consistent clas- sification, terminology, measurement and use of precise meanings to facilitate comparability without undue inflex- ibility will be adhered to. 7. Consistency of practices through time. This is also taken from the Committee's guideline for account- ing information, and their explanation is to be adhered to.5 The ”Share Company” In the study, emphasis will be directed to the ac- <:ounting function in share companies (corporations) in EEthiopia, in part because of the corporate form's dominant EMDsition in business organization, in part because of the ‘Vay it involves the interest of many parties, disperses c>\wnership, separates owners from stewardship control, and gives rise to a precondition of measurement of performance, 4 Ibid., p. 16. SIbid., p. 18. 44 and in part because it also provides important lessons that can be extended to the semi-public and state enter- prises which remain wholly owned by government. The share company in Ethiopia has a unique fea- ture. As we said earlier, the concern for accelerating economic development and desire to encourage private in- vestment leads the government to imperative participation in productive enterprises, thus making the government or government agency own significant shares of the Ethiopian share companies without an intended long-run policy for ownership. State participation in underdeveloped countries' economies is so widespread in various industries, in as- sortment of forms, and so varied that it certainly defies any meaningful classification.6 The share companies in Ethiopia, however, are real corporations with their rela- tively widespread ownership,7 which are expected and de- fined to act as profit-seeking enterprises. In a sense, the semi-public and state enterprises are also expected to act as profit enterprises (profit centers) while at the same time conforming to a series of rigorous government development policies and objectives. The conformance to development policies requires them to 6Seiler, Function of Accounting, p. 81. 7The Ethiopian government owns a significant share of many Ethiopian firms, but there is no statistical study which shows the exact extent of the Ethiopian government's participation in ownership of firms. 45 incur costs which do not fall on private enterprise, and also causes them to have responsibilities and functions in accord with overall goals of economic development which at times conflict with each other, and with some fundamental rules of operating profitably a productive enterprise. These can be in the form of competing for manpower with the private sector while at the same time conforming to civil service salary schedules, or keeping prices low in accordance with a deveIopment goal, by artificially de- pressing the proper costing and pricing of products. The share companies are not perhaps as rigorously influenced by direct price pegging and conformance as the semi-public and state enterprises, but in a way they may also be subject to indirect conformance to government pol- icy. The deliberate government policy to use them as a device for regional development by scattering factories may lead to location of enterprise in what might appear to be an economically unsound way. Unlike the semi-public and state enterprise, however, the share companies are subject to the discipline of the market. For a company that does not perform well eventually comes for additional capital from the dispersed owners. If such capital does not come forth, it will go out of business. The semi- public and state enterprises, however, have the govern- ment's capital source, which may be viewed as limitless, and the losing and inefficient government enterprise may 46 continue operations without any discipline unless some ac- counting determination of its income and change in its capital brings its financial condition to the attention of the government. Thus, semi-public and state enterprises may require more demand for the accounting function which has special consideration for their activity, but only in addition to the common needs for profit determination that is common to all enterprises. CHAPTER IV CORPORATE CAPITAL Introduction In analysing the provisions of the Commercial Code, we will deal with accounting provisions relating to the topics of capital, reserves, assets, and auditing. The reasons for this choice of tOpics are: (a) We con- sider these topics to be the most important accounting elements concerning financial statements and their prepa- ration. The financial statements and "adequate financial reporting standards and procedure are important threads in the fabric of economic growth.”1 (b) the accounting provisions in the Code cover only these topics. In this chapter, the provisions of the Commercial (:ode of Ethiopia concerning capital are considered. First, 'the concepts underlying capital are presented briefly; second: the criteria governing appropriate accounting for (capital are presented, based on recommendations of the .AICPA and AAA and other authorities on the-subject; third, the corresponding accounting provisions of the Ethiopian —~ 1Robert 5. Seiler and Harold R. Dibeck, "Latin America—-A Challenge in DevelOpment Assistance," Journal iiAccountipg (October, 1967), pp. 46-50. 47 48 Code are described and discussed; and, fourth, recommenda- tions are made for appropriate revisions. Concepts of Capital There is considerable literature devoted to defi- nitions of capital based on some concepts that involve a compromise between relatively precise objective measure— ment and practical feasibility. Agreement on what consti— tutes capital, however, is far from unanimous; definitions depend on the field of interest of the definer. Economig Concept of Capital The economist's use of the word capital ranges from a narrow definition of real tangible forms of accumulated wealth (tangible assets), to broader concepts which include intangible assets with a notion of capital maintenance (maintenance of some level of wealth). Economists have tried to emphasize that capital will not be maintained in- tact in an "economic“ sense merely by maintaining the ini- tial stock of physical assets. The value of a capital asset to an individual or enterprise is determined by es- timated future net cash inflows that the use of the asset ;produces, thus making the defining of a related concept of income a necessity. Capital, or value of capital, then becomes the subjective value that an enterprise places u1=>C>n the estimated cash inflows, which has led to the 49 principle of the "well-offness" approach of measuring income.2 Hendriksen states that: In terms of the economist Irving Fisher, capital is a stock of wealth at an instant of time. Income is a flow of services through time. Capital is the embodi- ment of future services, and income is the enjoyment of these services over a specified period of time. Considering capital as an agent of production, the concept of capital in the corporation can be seen as the aggrega- tion of economic service potential awaiting to be converted into a desired form by the enterprise. £3231 Concept of Capital The corporation is a legal entity having a life and personality of its own, and created by the action of law. Since stockholders' liabilities are limited, the debts and obligations of the business include only the liabilities of the corporation itself. The corporation assumes a dif- ferent and separate personality from its members. It owns property and can sue and be sued. The persons investing in the corporation do not have direct ownership of the corporation's property, but can exercise influence in the "anagement of the corporation and receive certain shares of the profits. Because the corporation owners have limited liabil- .$SY3 creditors must look only to tpe enterprise itself or 2J. R. Hicks, Value and Capital (Oxford: Claredon Press, 2nd edition, 1946), Chapter XIV. 3Eldon S. Hendriksen, Accountinngheory (Homewood, Ill-.: Richard D. Irwin, Inc., 1965), p. 98. 50 to the assets of the enterprise for protection of their interests. In trying to provide protection for the credi- tors, the law has tried to define the capital stock which constitutes a buffer for the protection of the creditors, and as a result of such endeavor the "trust fund theory” was established. The trust fund theory came as a result of Chief Justice Story's statement in 1825 in the Wood vs. Dummer case, in which he stated that the capital stock constitutes a trust fund for the payment of the corpora- tion's debts and creditors.4 Today the capital stock which is to serve as a cushion or buffer for protection of creditors is known as legal capital. What constitutes legal capital, however, is still vague, leaving the concept of "trust fund" to still underlie the concept of legal capital. Thus Although the trust fund theory may not be used much currently, at least by name, it seems that the prin- ciple of the theory is very much in evidence. The caref l attention to dividend payments, the handling of treasury stock transactions, and the separate treatments accorded premium and discount accounts arising from the issuance of capital stock all substantiate this conclusion.5 Hendriksen points out the weakness of the trust fund theory by stating that its title and concept is a misnomer g ‘— 4Discussed in James T. Johnson, "Is the Trust Theory of Capital Stock Dead?" The Accounting Review, XXXIII (October, 1959), pp. 604:611. SIbido , pp. 610-6110 51 because there is no actual fund established and there is no real "trust“ in any legal sense of the word. The basic principle is that a restriction is placed on the amount of assets that can be distributed le- gally to the stockholders ugder normal circumstances prior to final liquidation. Most laws define legal capital or stated capital as aggregate of par value of all par—value shares (and not subsequently cancelled), and aggregate consideration re- ceived for all shares issued without par value, which is still based on the idea that the firm must have property. But Hendriksen brings to our attention that it is not the status of legal capital that is the buffer to the protec- tion of creditors, but rather the entire stockholder's equity or the potential service of the assets which is a buffer. Creditors thus rely (should rely) more on the total resources of profitability and financial policy of the firm instead of on the status of legal capital. Per- haps this is the rationale for the shift of emphasis from Balance Sheet to Income Statement we find in accounting today. The Accounting Concgpt of_§apital A quick review of the accounting literature pro- vides the following use of the term "capital": 1. Proprietary capital: Net wealth of proprietor. Assets minus liabilities.7 6 7Henry Rand Hatfield, Accounting, Its Principles and Problems (New York: D. Appleton & Co., 1 27), pp. 1, 2 O Hendriksen, Accountipngheory, p. 406. 52 2. Invested capital: Invested capital is that por- tion of stockholders' equity which arose from the commitments of assets to the corporation or from conversion of retained earnings and which will not be withdrawn or reduced except as permitted by law.8 3. Business capital: Refers to describe total mone- tary and financial resources of physical assets, that is, total capital employed agd invested by owners and supplied by creditors. 4. Owner's equity: Is represented by the amount of the residual interest in the asset of an enter- prise. Differences in these terms all point to the dif- ferent emphasis put and different references attachedlto the word capital. Some emphasize the asset side of the balance sheet in defining capital, some the equity or the proprietorship, and some refer to legal or stated capital. Chambers states that though it may be acceptable in accounting to use the term "capital” to refer to face value of stock certificates issued, ”it is inconsistent with our usage of the term to denote the measure of the assets equivalent to residual equity and inconsistent with any usage of capital which has reference to a stock of as- 11 sets." For, he further states, that 8Robert T. Sprouse and Maurice Moonitz, Accounting Research Study No. 3, A Tentative Set of Broad Accounting ,Principles fer BusineSs Enterprises (New York: A CPA, 2), P- 0 9James L. Dohr,‘gE El, Accountin and the Law (Brooklyn: The Foundation Press, Inc., I964), pp. 30-32. 10 Sprouse and Moonitz, Broad Accounting Principles, p. 9. 11 Raymond J. Chambers, Accountin Evaluation and Economic Behavior (Englewood CIIffs, N. J.: Prentice-Hall, 53 residual equity subsists in rights in assets, capital or a capital stock subsists in assets. It will be apparent too, unless aggregate amount of asset ex- ceeds the aggregate amount of liabilities, there can be no residual equity and no capital. In Chambers' view, then, the capital of the corporation can be represented by the sum total of all its assets or services. Such view is also shared by Paton and Paton.13 In developing a unique concept that should be the center of gravity in a sense of pervading all accounting, Littleton believed at first that the term "capital” could be the center of accounting. Later, however, he gave up such an idea because by looking at capital in the produc- tive property sense, he came to make income as a more ge- neric term in accounting, thus making the definition of capital hinge on income. He said The word ”capital" is closer than "asset" to the center of accounting. It tends to direct thought not to the sufficiency of the property in comparison to the debts, but toward property in productive use --property held because it seems to promise to con- tribute to the creation of revenue. Capital, in the sense of property useful for produc- ing revenue, is more nearly basic term for accounting than the word assets used in the sense of property useful for paying debts. But "capital" is not as fundamental as "income" since an understanding of' production and income is a necessarypantecedent to an understandigg of propertyITcapital) used to pro- duce—Income. oreover, capital is first of all saved income; and income (capitalised) is a primary l211mm. , p. 114. 13William A. Paton and William A. Paton, Jr., Cor oration Accounts and Statements (New York: The TEI‘T—‘acm 1 an Co., 1955), p. ‘3. 54 basis for judging property value. . . . Therefore the idea of income is more fundamental in account— ing than the idef4of capital, of assets, or finan- cial statements. Accordingly, Littleton directs our attention in accounting to examine and focus on the concept of enter- prise income, and to emphasize the earning power and income statement of a firm to understand capital. The term capital has many interpretations in law, economics, as well as in accounting. However, since ac- counting draws from the related disciplines of law and economics, it is natural to find the shades of economic and legal significance of capital incorporated in the ac- counting concept(s) of capital. The capital stock of a corporation passes through several stages, has several manifestations, and is expressed in different accounts and transactions. The accountant has to deal with author- ized capital, stock outstanding, unissued stock, purchased stock, subscriptions, premiums, discounts. Thus, the principal objective of accounting with regard to capital of a corporation is to account for the equity capital invested by stockhold- ers through contributions of assets or retained earn- ings in a meaningful manner on a cumulative basis and as to changes during the period or periods covered. The account structure and presentation in financial 14A. C. Littleton, Structure of Accounting;Theory (Menasha, Wis.: George Banta Co., I953), American Account- ing Association Monograph No. 5, pp. 19-20. 55 statements of a business entity are designed to meet statutory and corporate character requiremenfg and to portray significant finanClal relationships. Our concern in accounting for capital centers then around its proper valuation and presentation in portraying the significant financial relationships. Significant recommendations made in regard to capi- tal by American Accounting professional associations are:16 A. A proprietorship that emphasizes distinction be- tween: (1) legal capital, (2) capital in excess of legal capital, and (3) undivided profits, B. A stress of interest on the entire proprietory capital largely divided on the basis of source: (1) capital stock, representing the par or stated value of shares; (2) capital surplus, represent- ing (a) capital contributed for shares in excess of their par or stated value, or (b) capital con- tributed other than for shares; and (3) earned sur- plus, representing accumulated income or the re- mainder thereof at the balance sheet date. C. The proper delineation of use of the term surplus, or discontinuance of its use, in order to have clarity and preciseness in meaningful use of the term. Thus, the term surplus should be accompanied lsPaul Grady, Inventory of Generally Accepted Ac- countin Principles for Business Enterprise (New York: AICPA, Inc., Accounting Research Stu y No. 7, 1965), p. 187. lslbido, pp. 188-1890 56 by a proper descriptive prefix which delineates its character, such as "earned-surplus," or be replaced by specific terminology such as "retained earnings, appropriations,” etc. Ca ital in the Share Companies of hiopia Article 80(1) defines capital as "the original value of the elements put at the disposal of the undertak- ing by the owner or partners by way of contribution in cash or in kind.” Such definition seems to give emphasis and stress to the asset side of the balance sheet, how- ever, more with reference to tangible asset than to the inclusion of intangible assets. The share company in Ethiopia is defined in Ar- ticle 304 as a company whose capital is fixed in advance and divided into shares. It has a limited liability met only by assets of the company. The minimum amount of capital for such a company is not to be less than Eth. $50,000 and par value of each share not less than Eth. $10 (Article 306). The share company cannot be established by less than five members (Article 307), and it is not for- mally formed until: (a) the capital has been fully sub- scribed, (b) one-quarter at least of the par value of shares have been paid up, and (c) registration is effected in the commercial register (Article 312). Whenever the members are reduced below the legal minimum, the Code 57 stipulates that the company should be dissolved after six months (Article 311). These articles are the only indications in the Code which seem to sketch some boundary for the definition of capital or legal capital of the corporation. These Articles set limits which are rather strict in the sense that they set specific figures in their attempt to estab- lish the floor or legal minimum capital for the existence of the corporation. This legal minimum is the legal capi- tal in the sense of minimum legal fppg_necessary for a company to qualify it as legal entity (corporation). Thus, the preoccupation of these articles seems to be the guard- ing of this minimum capital (fund) rather than defining any established capital stock of a corporation. We can notice the similarity of the above concept with the trust fund theory, in that the state regards the maintenance of such minimum legal capital in a real fund sense to guar- antee that the company remains a legal entity and a 32323, concern. But we are not sure whether such minimum legal capital is also for the consideration of a minimum buffer for the protection of creditors, though it is a possibil- ity that can be conjectured. We must ask then as to what constitutes capital or legal capital of a share company which has capital above the floor provided by the Code? The Code does not answer this question directly. However, since it is given to us 58 that the par value of share is fixed in advance equal to or above the Eth. $10, and since this establishes the fact that there can be no issuing of non-par-value shares and no stated value capital at discretion of the Board of Di- rectors, we can conclude that the capital of a share com- pany cannot be anything more than the par value of the shares times the number of shares. In summary, the Ethiopian Code defines minimum legal capital in the context of "trust fund" theory, in terms of specific figures that must be maintained and in the sense of fixed fund maintenance, while the nominal capital stock of a corporation in general is implicitly known by the face value of shares times the number of shares. Consideration of Premiums Article 326 indicates that shares may not be is- sued at a price lower than par value, while they can be issued at a price greater than par value. Further, Article 455(1) states that when the issuance of shares above par gives rise to premiums, the premium is transferred to reserve funds, which is used as distributable surplus for distribution of profit. The use of the term ”reserve funds" to mean funds set aside, while it may represent only capital surplus, is an indication not only of confusion of terms, but an important source of misconception of the definition of 59 capital and distinction of capital sources. The nature of the "reserve” in the Commercial Code will be discussed in detail later. For now, it is sufficient to realize the resulting confusion in funds and surpluses. Accounting entries of such provisions fail to distinguish between earnings and invested capital in excess of legal capital. The distribution of such capital surplus comingled with earnings also fails to disclose information of those divi- dends that represent division of earnings and those that represent return of invested capital. The transfer of premiums to distributable surplus immediately creates difficulty in identifying the premium separately to the stock outstanding it relates to. Consideration of Discounts Although shares are not to be issued below par, Article 457 stipulates that: (l) The articles of association may provide that a fixed or interim-interest shall be paid to stock- holders even when there are no profits. (2) Such interest, in a fixed amount, shall be carried to the debit of the installation account. . . . First, such transaction does not involve any "arms' length" deal or a payment for services of any kind per- formed. If such payment of interest is ”financial charges" for use of money that is interest on capital, then it Should be treated so, and temporarily the shares repre- senting the amount of capital should be regarded as 60 convertible bonds or simply bonds. The interest payments on such shares should be charged to an expense account, and not to an organization expense (the installation ac- count). Second, such payments of interim interest amount to refunding a portion of the subscribed contribution, which implicitly amounts to issuing of shares at discount. For, by charging the payments to organization expense (in- stallation account) and writing them off through amorti- zation, is the same as spreading a recognized discount over a period of time. Thus, the procedure of Article 457 actually allows the issuance of shares at discount, with- out explicitly and properly reflecting the financial rela- tionships involved, i.e., by not recognizing the discount involved. The non-recognition of discount overstates the capital, and misrepresents the legal capital if we take the legal capital to be the par value. The fixed interest payment to shareholders used to be a practice in France until Law No. 66-537 of July 24, 1966, came into effect. But since then fixed interest Payments to shareholders are now prohibited by law.17 The Ethiopian Commercial Code is partly based on the French Code, thus such practices as the above probably originated from the old French practices. ‘ 17"A Supplement: Characteristics of Business Entities, France," International Business Series (Ernst & Ernst, December, 1969), p. 8. 61 When shares are exchanged for non-cash assets, Article 315 provides that the contribution in kind be valued by the contributor (or subscriber) and filed in the Ministry of Finance. The value of the contribution is then verified by auditors and directors of the corpor- ation. If such property is found by the auditors and directors to be less than one-fifth of the disclosed and filed value by the subscriber, then the value of the "capital shall be reduced accordingly." This provision is intended to prevent issuance of shares at discount. Let us assume that a subscriber files a property valued at $2,500 and management (auditors and directors) value the property at $2,000. Further, let us assume that management wants the property badly and is willing to give in exchange $2,500 worth of shares(say, at par value $10). According to Article 315, the corporation can only issue $2,000 (worth of shares) or ask the subscriber "to make good the difference." Assuming the subscriber cannot make good the difference (since a person cannot add a portion of property exactly equal to such difference at $500), and assuming management wants that property, it has only but one choice to get it. That is to revalue the asset at $2,500 to correspond to the subscriber's filed report, and issue the $2,500 worth of shares. The accounting entry then becomes: 62 Asset $2,500 Capital stock 250 shares at $10 $2,500 Instead of: Asset $2,000 Discount on issuance of shares 500 Capital stock $2,500. Thus, to conform to the law, management ends up in over- stating its assets and understating capital, knowing well it has sold its shares at a discount. The law cannot elim- inate the problem of valuation, for the fair value of any- thing is subjective, and perhaps is best to leave to man- agement or appraisers instead of forcing management to misrepresent capital by such practices as stated in Article 315. The cost of tangible assets should be determined by "fair market" value of property acquired or the fair "mar- ket value" of stock given, whichever is more clearly evi— dent. However, the par value of stock only cannot be re- lied solely as reasonable basis for recording as the cost of property acquired.18 Chan es in Ca ital Subse uent to FormatIon Important elements that need significant attention in corporate capital subsequent to formation are that: l. Dividends will not reduce corporate legal capital. 18Grady, Inventory, p. 196. 63 2. Reacquisition of stock will not impair legal capital and endanger creditor's protection. 3. Paid-in capital will not be used to absorb oper- ating losses, at least not without adequate dis- closure. 4. Paid in capital will not be used for dividends without informing or disclosing to stockholders and creditors as to what represents dividends and what represents return of original investment. 5. Paid-in capital should not be reported in a man- ner suggesting accumulated earnings instead of invested capital. Reac uisition of Own Stocks: Treasury Stock In the Uhited States, treasury stock can be for- mally retired or subsequently sold through purchases limited to retained earnings. However, despite the fact that legal capital remains the same after acquisition of own stock through retained earnings or through retained earnings and paid-in capital only, the treasury stock cannot be viewed as an asset, but rather is regarded as reduction in corporate capital.19 There are two approaches to the accounting entry concerning treasury stocks in American practice. 19Maurice Moonitz and Louis H. Jordan, Accounting; An Analysis of Its Problems, Vol. 2, rev. ed (New York: HoIt, Rinehart and Winston, 1964), p. 152. AL‘ 64 The first approach views the acquisition of trea- sury stock as the retirement of outstanding stock. In this approach (which is known as the par-value method), the alternative accounting methods are: (l) to charge directly to the capital stock account (at par), or (2) to charge a separate treasury stock account (at par) and treat the balance of such an account as subtraction from the capital stock. The second approach views the treasury stocks as giving rise to capital elements awaiting ultimate disposal. In this approach (which is known as the cost method), trea- sury stock account is charged for cost of purchases and is maintained as a negative element to total capital that may not require for specific identification with related paid- in capital or retained earnings until time of sale. Reac uisitions of Own Shares by A Share Company in Ethippia Article 332 states: (1) A company may acquire its own shares where: (a) the vauisition has been authorized by a meeting of the shareholders; (b) the purchase price is made from the net profits of the company; and (c) the shares are fully paid. (2) The directors may not dispose of shares thus pur- chased and the voting rights on such shares be suspended. 65 (3) The provisions of Sub—art.(l) shall not apply where the purchase has been decided by an extra- ordinary general meeting to reduce capital. The above provisions in Article 332(2) forbidding the corporation from disposing of the acquired share can only be interpreted to mean the barring of the corpora- tion from reselling its treasury stocks. Therefore, the treasury stock should be considered through the first ap- proach; that is, the treasury stock should be viewed as retirement of outstanding stock, and regarded as reduction in corporate capital. Article 332(3), however, indicates that such revauisition and purchases of shares should not be used to reduce capital. Thus, the resulting ac- counting entry according to Article 332 becomes: Treasury stock xxxx Cash xxxx for the purchases of own shares according to Article 332(lc); Retained earnings xxxx Treasury stock xxxx for write-off of treasury stock against retained earnings according to Article 332(lb). Such an entry leaves the capital stock account unaffected and the treasury stock does not reflect any re- duction in capital. This method helps only to obscure the effects and relationships of the treasury stock on capital. It does not disclose whether such financial transaction is 66 (ea) dividend payment, or (b) redemption of stocks. It chaes not distinguish between issued stocks and unissued srtocks. Further, perhaps such entry may be of no problem 3:) long as shares are acquired at par. But when shares are retired above or below par, not only does the account- iJng entry become problematic but the reflection of finan- czial relationships included have to be made more obscure iJ1 order to maintain such a method. If the purpose behind Article 332 is to maintain the legal capital from being reduced in order to protect creditors, definitely the ob- Jective is not being accomplished. For the creditors' Protection is being left more and more to rest on some fixed asset cost (property) or on the balance sheet and ncrt on the earning power of the firm because the earnings are just being used to refund the original capital of the Ovnners. Article 337 stipulates: (l) A company may repay, from profits or reserve funds, 'without reducing the capital, to shareholders the par value of their shares. (2) Shareholders whose shares are thus redeemed sh38l receive dividend shares (action de jouissance) . These shares do not confer any rights to that part of the dividend representing the statutory inter- est, nor to the repayment of contributions upon EoAction de jouissance: L'action de capital remboursee qui continue a ouvrir droit a un dividende sPeciale est une action de jouissance. The action of re- imbursing capital which continues to give open right to SPecial dividends is an "act of pleasure.” 67 the dissolution of the company. They retain how- ever a right of vote, unless otherwise provided in the memorandum of association, a right to that part of the dividend exceeding the statutory interest and a right to distribution of a share of the surplus in the winding-up. Article 337(1) indicates that company can redeem shares (acquire its shares at par) which is the same thing as what was said in Article 332. The peculiar part of this provision is that the shareholders whose shares are redeemed receive so-called "dividend shares." The divi- dend shares have unique characteristics in that the hold- ers of such shares have special voting rights and rights to participate in "excess dividends" and "excess surplus" in dissolution, just like participating preferred stocks. The dividend shares are not similar to what is known as "stock dividends," for such stocks involve only the trans- fer of retained earnings to capital stock whereby such action would reflect reinvested capital. The reasoning behind the Ethiopian "dividend shares" is not clear, ex- cept to indicate that such share-holders have still title to corporations' residual benefits and earnings even af- ter their shares have been redeemed. With the provisions of Articles 332 and 337, the balance sheet remains un— changed without reflecting the express intent of acquisi- tion of shares or the effect of share acquisition on the Corporate capital. 68 Illustration Assume the shareholder's section of NEWAY Share Company, as of June 30, appears as below: Common shares, issued and fully paid up: 4000 shares, par value $10 $40,000 Reserves 20,000 $60,000 Note: The reserves can be anything--retained earnings as well as surpluses, and the shares could have been issued above par. Assume redemption is made of 1,500 shares at par value $10, or company acquires its shares at par. The transaction entry will be, according to Ethiopian practice: Reserves $15,000 Cash $15,000 Redemption of 1,500 shares at par. SE? Treasury stock $15,000 Cash $15,000 Reserves $15,000 Treasury stock $15,000 Redemption of 15,000 shares at par. After the transaction and according to the provi- sion of the Code, the shareholders' section of the company would appear as: 69 Common shares--4,000 shares par $10 $40,000 Reserves 5,000 $45,000 The above statement: (a) Does not indicate at what value the shares were issued. (b) The reserves can contain premium (or hidden discounts) belonging to the original issue in addition to retained earnings. (c) The redemption or acquisition of shares is nowhere reflected. (d) The payment out of reserves (surplus) does not indicate what constitutes the distribution of divi- dends, or return of invested capital. -.. . Reduction of Capital Article 431 stipulates a company can reduce its capital only in proportion to debentures redeemed. If a company is to reduce its capital in the process of redeem- ing its debentures, it means it is insolvent. If so, the situation calls for complete reorganization of capital structure and valuation of assets. However, the Ethiopian Code seems not to call for such reevaluation at this time. Article 484 states that reduction of capital can be approved by a meeting of stockholders after auditors report their opinions on it. The provision allows for 70 reduction of capital: (a) by reduction of par value of shares, and (b) by exchanging of old shares for lesser number of shares. Both of the above articles refer to reduction of nominal capital. Thus, the capital stock account in the Ethiopian share company will show changes in their ac- counts subsequent to formation, only due to provisions of Articles 431 and 484. The contraction of capital which arises from Article 484 provision may be due to losses or deficits and involves the release of formal capital to status of "excess" or surplus capital, which the surplus capital so created is used to write down assets, values, absorb deficits, or return capital to owners. However, the contraction of capital which arises from Article 431 may be called for by reasons of illiquidity or insolvency which involves more than the reorganization of the equity structure only, calls perhaps for entity reorganization or quasi-reorganization. It is important to note that the Ethiopian provisions allow nominal (legal) capital to contract by release of formal capital into "excess capital," or surplus, continuously so long as capital stock does not fall below the legal minimum of $50,000 necessary for the company to qualify it as a corporation. In regard to reduction of capital, special atten- tion must be directed to Article 463 which states: 71 Shareholders who dissent from resolution concerning any change in the objective or nature of the company or the transfer of head office abroad may withdraw from the company and have their shares redeemed, at the average price on the stock exchange over the last six months. Where the shares are not quoted on the stock exchange, they shall be redeemed at a price proportionate to the company's assets as shown in the balance sheet for the last financial year. This provision which allows for the withdrawal of capital any time in essence violates the "going concern" principle of legal entity. For the action of any number of share- holders can bring about the dissolution of the corporation. If no dissolution occurs, assuming the company has enough capital to continue, then reduction of capital by direct write-off against capital stock account and reserves (sur- plus) will be in accord. Notice that in this provision shares are redeemed not at par but at market value of stocks or at proportionate value of assets. Increase of Capital Article 464 indicates that capital may be increased by issue of new shares or by increase in par value of the existing shares. New shares issued can be paid up: (a) in cash, (b) by paying off current debts with shares, (c) by capitalization of reserves or other funds at the dis- posal of the company, (d) by conversion of debentures into shares. When issuing new shares, the EthiOpian practice is to rely still on the par value of the shares only as 72 the sole basis for recording the cost of the current debts settled and the debentures converted. This prac- tice, of course, is also followed when capital is in- creased by increasing the par value of existing shares. Thus, Article 464 becomes the basis for expanding the nominal capital of corporation. The Ethiopian Code and practice recognizes no stock dividends. Conclusions A corporation is a creature of law. Legal re- quirements for mandatory distinction between capital and surplus in order to protect creditors from unlawful with- drawal of capital by shareholders, and prohibitions against dividend payments from capital long antedate modern ac- counting concepts and still underlie the development of accounting methods. But the concept of legal capital as born in the "trust fund" doctrine is obsolete today. It is acknowledged today that capital is not a 523 but it is a quantum.21 There is no fund or value segregated from corporate assets and held in trust for creditors. Neither do the figures attached to capital stock represent assets or funds which form a buffer for protection of creditors. As Hendriksen stated, real protection comes from the earn— ings of the corporation and creditors rely more on the 21George S. Hills, The Law of Accountin and Financial Statements (Boston: LIEEIe, Brown ang Co., :P- o 73 clauses restricting payments of corporate earnings in order not to impair their interest. The legal concept of capital is restrictive; it places emphasis on funds set aside or on balance sheet items. The usefulness of the earning power concept as developed by many authori- ties in economic and accounting field was discussed and its impact has been to shift reliance of financial pol- icy from the balance sheet to the income statement. As to when and to what extent funds of corpora- tions can be legally distributed to shareholders by way of dividends, is a matter of corporate regulation pre- scribed by state laws. But accounting's realm is to dis- close properly the financial relationships involved, and to reflect the various dividend restrictions and protec— tive clauses of the law which try to provide protection to creditors, as well as owners. Legally, amounts paid in excess of par may not be part of so-called legal capital, therefore can become to be considered distributable as profits; but from a business or an economic point of view, this excess is part of capital because it arises in connection with the contribution made by shareholders and not from carrying on of the operations of business. Thus, dividends out of such excess capital are not looked upon favorably in ac- counting though the law may permit it. In such situa- tions, all accounting can do is to prevent the abuse of 74 it by disclosing its effects on retained earnings and con- tributed capital.22 The Ethiopian concept of legal capital is even more restrictive for: (a) it defines minimum legal capital in specific figures which indicate specific segregated assets, (b) the extended implication of its nominal capital is conceptualized in terms of the obsolete "trust fund" doc- trine. The whole approach of the Ethiopian view towards capital places heavy emphasis on the balance sheet or cap- ital as‘ggg, rather than on the earning power concept. During the analysis of the provisions of the Code for the share company in Ethiopia, the following points were raised: 1. Objection was raised to the transfers of pre- mium as distributable profit without adequate disclosure of distinction between distribution of earnings and return of invested capital. 2. The ignoring of the implicit discount which arises through payment of interim-interest to shareholders was also objected to. 3. It was stressed how the redemption of fully paid-up shares*without cancellation of the acquired shares and without reflecting the effect of such event on out— standing stock, could be misleading. 22Moonitz and Jordan, Accountipg, p. 152. 75 4. To reflect the various clauses of restrictions imposed on dividends for the protection of the interest of creditors, it was found imperative to distinguish between earnings and "surplus." The Code's provisions do not pro- vide for such distinction. S. It was found that the Ethiopian accounting provisions do not distinguish between authorized capital, legal capital (nominal capital), outstanding shares, is- sued and unissued shares. The only legal capital that seems to be of concern in the Code is the maintenance of minimum capital which a company requires to qualify it as a corporation or legal entity. 6. In Ethiopia, the par value of shares is solely relied upon as basis for recording the cost of property or assets acquired, while a double-entry accounting requires that proprietorship be derived from valuation attached to assets and debts.23 23Moonitz and Jordan, Accounting, p. 117. CHAPTER V RESERVES Introduction This chapter will discuss the nature and charac- teristic functions of reserves. First, the various mean- ings of the term "reserve,” its connotations and concept as used in accounting statements in various countries will be reviewed. Second, the criteria governing appropriate accounting for ”surplus" are presented, based on the AICPA, AAA, and other authorities on the subject. Third, the use of the term ”reserve" and its connotation in the Ethiopian accounting provisions according to the Code will be exam- ined and evaluated, in the light of what is discussed on the first and second points. Fourth, recommendations will be suggested for the proper usage of the term "reserve" and its connotation and classification in the Ethiopian accounting. The Term ”Reserve" "Reserve" in the United States The dictionary defines the term ”reserve" as some- thing held or set aside for a specific purpose; money or 76 77 its equivalent kept in hand or set apart.1 In financial matters, the term is used to describe specific assets held or retained for specific purpose, but such holdings are usually better known as funds or deposits. The AICPA describes how the term reserve, in ac- counting, has been used at least in four different senses. 1. It has been used to describe deductions made: (a) from face amount of an asset to arrive at the amount of expected value to be reached, i.e., reserve for bad debts; (b) from cost or other basic value of asset repre- senting the portion of cost which has been amortized or allocated to income in order to arrive at the amount prop- erly chargeable to future operations, i.e., reserve for depreciation. These items represent valuation accounts or contra-asset accounts to be reflected in the asset side of the balance sheet. In the American practice, these are properly described as allowances for bad debts or for de- preciation. 2. It has been used to indicate an estimate of: (a) a liability of uncertain amount, (b) probable amount of disputable claim. It is recommended by the committee that these are properly described as liabilities. 1Webster's Seventh New Collegiate Dictionary (Springfield, Mass.: G. & C. Merriam Company, 1965). 2American Institute of Certified Public Account~ ants, Accounting Research and Terminology Bulletins, final e on ew York: A CPA, 1 , Accounting Termi— nology, pp. 26-27. 2 78 3. It has been used to indicate the holding of or retaining for a special purpose an undivided or uniden- tified portion of net asset in a stated amount, i.e.: (a) reserve for betterments or plant extensions, (b) reserve for possible future inventory losses, (c) reserve for ex- cess cost of replacement of property, (d) reserve for gen- eral contingencies. The committee recommends that in this sense a reserve is better referred to as an apprOpriation of retained income. 4. It has been used to indicate a variety of charges in the income statement, including losses esti- mated as likely to occur due to uncollectible accounts, depreciation, depletion, amortization, and general and specific contingencies. Thus, in this sense, the term refers to the charges made by means of which a reserve is created in any of the three preceding senses. In the American practice, use of the term "reserve" for valuation and offsetting and estimating liability is not condoned for it is found "not only contrary to its com- monly accepted meaning but also lacking in technical jus- tification."3 The term reserve commonly accepted may mean funds, and the term should be restricted to such usage, but in accounting a reserve is not to be equated with existence of a fund. The mere fact that a reserve has been estab- lished in the proprietorship section of the Balance 3Ibid., p. 27. 79 Sheet does not mean that a fund in cash or other assets is available for the purpose which gave rise to the creation of the reserve. Thus, since a valuation account does not in itself involve retention or holding of segregated assets, it should not be termed reserve. The term provision is like- wise not deemed acceptable by some accounting authorities in America, for the word provision necessarily implies that allocation or segregation of assets be made,5 while the function of valuation or contra-asset account is a process of measurement indicating diminution of asset due to specified causes. The misrepresentation of financial statements that result from misuse or misinterpretation of "reserve" is immense. For example, reserves for undetermined contin- gencies or for indefinite future loss (risk) can be mis- used either to reduce income arbitrarily, or to shift in- come from one period to another. It is desirable and ap- propriate to provide by charges to current income for losses and applicable costs against current revenue to the extent they can be measured and allocated to fiscal period with reasonable approximation. But, if such type of reserves as the one mentioned is set up, it should be created by appropriation of retained earnings, and pref- erably classified in the balance sheet as a part of 4George Hills, The Law of Accountin and Financial Statements (Boston: LittI3T_8E33HIE—CET:_I9%7):_ET_I367—_- AICPA, Accounting Research, p. 28. 80 shareholders' equity.6 For the character of such account is dubious and cannot be a valuation account unless the loss is really accruing. The failure to reflect all changes in reserves during the year and to describe them properly in a manner that discloses their characteristics is one of the common deficiencies that result from the misapprehension of the term ”reserve." The various different conflicting senses of the term lead to various balance sheet classification and presentation. The various balance sheet classifica- tion and presentation lead to confused interpretation and difficulty in comparison of statements between companies. It is the observing of these consequences that made the American accounting profession to pioneer the delineation of the use of the term ”reserve" and "surplus" in account- ing usage. "Surplus and Reserves” in France7 In France, the terms surplus and reserves are used sysonymously. Included in this heading are: premiums on capital stock, legal reserves, optional reserves, reserve for replacement of inventories, and special revaluation reserves. 6We shall see the implication of this in reference to Article 82(2) (provision for risks) later, on pp. 13-14. 7Committee on International Relations, Professional Accounting in 25 Countries (New York: AICPA, 1964). The chapter on France, p. 26. 81 The legal reserve is composed of what the companies are required to set aside as legal reserves: 5 per cent of net profits, less tax, until the total reaches 10 per cent of nominal capital. The legal reserves are used to compensate an accumulated loss, in which case the reserve has to be replenished by appropriations in the prescribed manner out of future profits. The optional reserves are those which sharehold- ers decide should be appropriated out of profits. Overall, the reserves included are equivalent to what is known in American practice as: (l) paid-in or do- nated surplus, and (2) appropriations. The terms earned surplus or retained earnings have little meaning in France. For all earnings are distributed as dividends, bonus to directors, or appropriated as reserves. Liability re— serves which are provided by charges to tax deductible expenses, represent legal liabilities, such as provisions for risks, litigations or guarantee for products, and self-insurance. Provisions for losses and charges are used to in- dicate the equivalent of allowances for bad debts and de- preciation. These provisions are not classified as contra- asset accounts to the specific asset they pertain to, but instead are lumped together under the heading of provi- sions and charges and presented on the liability side of the balance sheet. 82 ”Reserves” in Canada8 The term "reserve" is also used in the Canadian accounting practice to refer to reserves for contingen- cies for inventories, for insurance, and for replacement of fixed assets. However, it is recommended by the Com- mittee on Accounting and Auditing Research of the Cana- dian Chartered Accountants that such reserves represent appropriations and should be classified as part of the shareholders' equity. It is also specified that the term ”reserve" should not be used to describe amounts which are used in computation of net profit--instead such items should be preferably described as accumulated allowances for doubtful accounts, or for depreciation. "Provisions and Re erves" in the UnItea Kingdom3 The Companies Act of Britain specifically distin- guishes between provisions and reserves. The source of provisions is a charge against current income used in com— puting profit, while the source of reserve is an appropri- ation of profits. A provision may represent a valuation allowance (for bad debts, depreciation) or an amount to provide for a known liability, which amount cannot be de- termined with substantial accuracy. However, if the amount 8Ibid., chapter on Canada, p. 17. 9Ibid., chapter on United Kingdom, p. 21. 83 can be reasonably determined, then it is classified as liability. The "provisions” are classified together with current liabilities under the liability side of the bal- ance sheet. The reserves are divided into revenue re- serves and capital reserves. Revenue reserves are appropriations from profits or surplus and represent revenues earned in the past which are available for disposal in the future. The pur- pose is to put aside earnings to provide for losses, to equalize dividends by making the regular payments of div- idends possible. The capital reserves are amounts that are not re- garded as free for distribution as profits. Included in this are premiums on capital stock issuance, amounts re- served for replacement of plant at higher prices, surpluses arising from revaluation of fixed asset. The Company Act of the United Kingdom prohibits the creation of "secret reserve" by requiring disclosure of the additions and reductions of both revenue and capi- tal reserves under each of their individual headings. Implications of the Term "Reserve" In the preceding discussion, it is not the label- ling of "provisions" as allowances, or the labelling of "reserves" as "surpluses" that is so much of concern and 84 the question of issue, but rather the understanding, agreement, and acceptance of the basic concept and im- plication that these terms represent and the exposition of their nature with sufficiently specific designation of their characteristics that is of concern to us. For it is the content, classification, 22g valuation pf EEC 5355.222 liabilities that is principally involved in the issue.10 If common misapprehension in connection with re- serves and surplus is the confusion of such items with cash and liquid funds, if misapprehension of provisions or allowances is the confusion between valuation accounts and liabilities, then it goes without saying that improved clarity of terminology is desirable for improved communi— cation. Financial statements and the classification of the contents therein are signals for the receiver of the message. The presentation and classification of contents of financial statements as signals should have minimum dissonance to filter out any noise that interferes with the message in the communication process (channel). Let us assume there is: (a) Provision for risk of $1,000; (b) Provision for depreciation of $2,500; (c) Provision for doubtful accounts of $1,500; (d) Contingent liability of $1,800. 10Hills, The paw and Financial Statements, p. 153. 85 1. According to the American practice, a balance sheet with adequate disclosure would appear as: Assets $20,000 Contingent liability $ 1,800 Less allowance for depreciation 2,500 Common stock 2,500 shares $17’SOO par value $10 25,000 Receivables 9,000 Less allowance for Retained doubtful accounts 1,500 earnings 2,200 7,500 Appropriations 1,000 Cash 5,000 $30,000 $30,000 2. According to the Ethiopian practice, the bal- ance sheet would appear as: Assets $20,000 Share capital $25,000 2,500 shares par value $10 Receivables 9,000 Charges & provisions 5,000 Cash 5,000 Reserves 4,000 $34,000 $34,000 In comparing the Ethiopian practice with the Ameri- can practice, it is evident that there is much more dis- closure of information available in the American classifi- cation and presentation of the balance sheet. Thus, the most significant stride made in the at- tempt to delineate and expose the characteristics of 86 surplus, reserves, provisions, allowances, and liabilities seems to have come from the researches and writings and practices of the American accounting profession. Thus, the rationale for directing our attention mostly to the expositions provided by the American accounting profes- sion (AICPA) in the analysis of the provisions of "re— serves" in the Ethiopian Commercial Code, in the discus- sion which is to follow. Reserves in Ethiopia Article 80(2) stipulates that, "All profits pre- served for the undertaking and not forming part of the capital shall constitute a reserve." Included in the heading reserve are not only earnings retained in business (reinvested capital), but also premiums on capital stock,11 legal reserves, op- tional reserves, and appropriations. Thus, virtually all reserves are potentially available for distribution as profits and even redemption of stocks (Article 337). The implication of considering reserves as "surpluses" was mentioned earlier in connection with premiums and trea— sury stock, particularly when distribution is made out of these reserves without adequate disclosure. In addition, when there is an excess over par paid by preferred stock- holders, it becomes definitely unsound to regard such f 11See previous discussion in Chapter IV, page 58, in connection with Article 455. 87 premium on preferred stock as "surplus“ against which div- idends to common shareholders may be charged.12 Article 81 indicates that: "Balance carried for- ward is made up of previous years' profits which have not been distributed or transferred to reserves, or of previ- ous years' losses which have not been covered by subse— quent profits." This suggests that there are retained earnings; however, such a notion is misleading, for unless there is a loss, "retained earnings" have little meaning in the Ethiopian accounting practice because, as in France, all earnings are distributed through dividends or appro- priated as legal reserves and other reserves. Article 453 states that (l) Transfers to reserve funds shall be made from net profits shownIIn the profits and loss account. (2) Reserve funds shall be as follows: (a) legal reserve required by law (b) supplemental reserve created by general meet- ing in accordance with articles of association (c) optional reserve . . . (d) free reserve . . . Constant use of the word "fund" or reference to ”funds" in connection with reserves, as seen in the above Article and in other Articles, such as 452 and 454, is 12willlam Paton and William Paton, Jr., Corporate Accounts and Statements (New York: The Macmillan Company, 3 Po 1- 88 quite frequent in the Code. This suggest the fact of equating "reserve" with the existence of funds, and appro- priation of earnings with segregation of funds. According to the Ethiopian accounting practice and the provisions of Article 453, the accounting entry is: Profit and Loss Account xxxx Reserve xxxx Entry to transfer to reserve fund from Profit and Loss Account according to Article 453(1). However, such an entry does not by itself entail existence of a separate fund. If the provisions of the Article were to be followed literally, entailing the notion of funds, then the proper accounting entry would have been: (1) Profit and Loss Account xxxx Reserve xxxx (2) Legal reserve fund xxxx Cash xxxx The first entry which reflects appropriation is transposition of equity accounts only or subdivision of equities, while the second entry which reflects the set; ting aside of funds is an exchange of one asset (general cash) to another asset specifically segregated and ears marked. If, on the other hand, the reserve in Article 453 is just to represent restrictions put on dividend payments, then the notion of fund should be conspicuously left out from the implication it bears on reserves. Article 453 is 89 a good example of how a specific accounting entry is some- times prescribed by the Code, which entry is not necessar- ily based on clear and logical accounting definitions. One of the crucial problems in this area which an auditor faces is trying to interpret whether the intention of the provision involves simply dividend restrictions or segregation of funds as well. For the Ethiopian lay in- vestor, the term "reserve" connotes also existence of separate funds, and frequently he judges the strength of the company by how much reserve it shows on the credit side of the balance sheet, while at the same time wonder- ing why a company cannot pay dividends when it has so much reserve funds. According to Article 454, it is stated that: (l) NOt less than 1/20 of the net profits shall be transferred each ear to-the iggal reserve fund un 1 amoun s to 1/5 of the capital. (2) Transfers shall be made to the legal reserve fund where it has fallen below the amount fixed in sub-art.(l). The above article describes a practice similar to that ofoFrance mentioned on the previous page 81. How- ever, with the exception that in Ethiopia the legal re- serve can be used to redeem shares, acquire own shares without cancellation (see Article 337 and Chapter IV, page 66), while in France legal reserve is not used for acquisition of own shares. For theregis no treasury stock concept in France, except by reduction of capital. 90 In addition, the legal reserve in Ethiopia is also used for compensating accumulated losses in which case the re- serve must be rebuilt by appropriations out of future profits (Article 431). Article 452 specifies that: (l) The net profits comprise the net receipts for the financial year after deduction of general costs and other charges, and of amortization and allow- ances. (2) The profit for distribution is the profit for the financial year less previous losses and plus addi- tional revenue and any distribution from the re- serve funds specially approved by general meetIng. (3) The general meeting shall specify the reserve funds from which profit for distribution may be taken. According to Article 452(1), amortization and al- lowances are charges used in the computation of income. Amortization and allowances include also provisions for risks, in addition to allowances for depreciation as pro- vided for by Article 82(2). Article 82(2) stipulates that: Provisions for risks are intended to provide for defi- nite risks, namely clear precise losses, which are foreseen at the end of the financial year. As to how is this type of risk determined, however, is not specified by the Code, and varying interpretations on the character of this risk in the determination of income has been the cause of many disputes between government inspec- tors (auditors) and business. Ignoring the determination of such risk for the moment, let us concern ourselves with the accounting implication involved. 91 First, items such as provision for risks should not be used in computation of net income, for such con- tingency losses can be used arbitrarily to reduce income, or shift income from one period to another.13 Secondly, such risk provisions of Article 80(2) should give rise either to definite liability or contingent liability (if the loss is accruing) and, accordingly, should be classi— fied so as liabilities on the balance sheet. However, in the Ethiopian practice, such provisions are lumped together with provisions for depreciation as ”charges and provi- sions” under the liability side of the balance sheet (see balance sheet in Appendix III). The result of this prac— tice impairs the integrity of the financial statements a great deal. In 452(2) and 452(3), we can observe the reference to funds and fund notions in connection with the use of the term reserve. Article 452(3) could have been a good clause for disclosure requirements of distinction between distribu- tion of capital and distribution of earnings. However, it falls short of such an objective because it implies the pre—existence of segregated funds, and, as stated by George Hills: 13Hills, The Law and Financial Statements, pp. 92 Sums carried to reserves of a temporary or permanent character whether from earnings or from surplus do not represent a segregation of funds sepafzte and apart from general funds of the business. In order for Article 452(3) to be of real value in dis- closure, it must be accomplished by accounting entry that provides for segregation of funds, or by other explicit distinction of sources of reserves (surplus) and earnings, and adequate presentation of such distinction in the fi- nancial statements. Conclusions Rgcapitulation of Reserves There are various misinterpretations that arise with regard to the usage of the term reserve. 1. The Equating of Reserve with Existence of Separate Funds The reason for such misinterpretation was found to be not only use of misleading terminology, but also un- sound accounting practices. During the discussion, it was pointed out that the mere fact of establishing reserve in proprietorship section of the Balance sheet does not mean that a separate fund in cash is set up; thus, it is impor— tant to distinguish reserve which is to mean simply an ap- propriation of earnings (a restriction in dividends) and reserve that is intended to establish a separate fund. The implication of existence of a separate fund in __ 14Ibid., p. 138. 93 connection with the use of the term reserve in the EthiOpian Code was seen in Article 453, while the prescribed procedure of implementation was found to be unsound accounting prac- tice. We recommend that Article 453 and others be amended to include proper accounting for segregation of funds 23, the word fund and its concept be eliminated from the ar— ticles to avoid implication of the existence of separate funds where none is involved. Notice this fund concept is something that was mentioned earlier in Chapter IV, in con- nection with corporate capital and definition of legal capital in terms of the trust fund theory, which seems to permeate throughout the Ethiopian Code. This out-dated concept of fund which stresses on balance sheet and asset (physical) maintenance, seems to be conducive only to the cash basis of accounting and not to the accrual basis of accounting. 2. The quatipg:pf Reserve as Surplus The reasons for this misapprehension comes not only from the misuse of terminology, but from attempts to define "surplus" itself based on different concepts of capital. The various concepts of capital, especially the defining of legal capital, gives rise to various defini- tions and determination of ”surplus," which in turn has great implications on dividends. The importance of surplus first arises out of the legal requirement or legal interpretation which makes it 94 a measure that serves to limit the disbursement of corpor- ate capital as dividends, while at the same time maintain- ing a ”cushion" for the protection of creditors. But this concept falls apart as surplus evolves to be regarded as part of permanent capital in accounting or financial ad- ministration, while legal concept comes to regard it as something against which dividends can be charged. Its im- portance is further complicated by its dependence on the, periodic income determination and the extent of its magni- tude and relationship to sources of corporate asset. Thus, the definition of capital determines with it: (a) the test of capital impairment, (b) profit determination, (c) surplus definition and determination, and (d) dividend determination or distribution of profits, which involves test of insolvency.15 For example, if legal capital is defined by total amount invested by shareholders, than total investment by stockholders including any premiums have to be protected from impairment, and cannot be distributed as dividends. Deficits must be made good before distribution of current income (profit) is allowed. Dividends are restricted to earned surplus (accumulated earnings) only. If legal capital is defined by nominal or par value, then all surplus, excess (assets minus liabilities and lggal capital) are considered available for distribution 15The test of insolvency is set by measure of ex- cess debt over asset, and inability to meet current debt. 95 including premiums. The legal interpretation of capital maintenance, however, fails to guarantee the capital main- tenance in an economic sense, so that the test capital im- pairment falls through. Neither does the setting apart of invested capital as surplus afford protection to creditors or owners if assets are dissipated by paying out invested capital.16 Thus, because of its importance in legal interpre- tation and the complex dependence it has on income de- termination and corporate assets, the prOper comprehension of surplus is indispensable. However, the mere change of terminology is not enough to clear the confusion and re- sulting unsound practices. Many authoritiesl7 thus agree that better comprehension is accomplished by the differen- tiation of sources that gives rise to such surplus, in- stead of trying to define the term "surplus" specifically. For, by concentrating on the classification of surplus on the basis of the nature of the accounting entries which led to the existence of the account, a better disclosure of information is made available. 16This practice of basing dividends on so-called capital surplus without restricting dividends to pure earn- ings and the ensuing legal sanction is heavily criticized by William A. Paton in his book Advanced Accountin (New York: Macmillan Company, 1941), pp. 524 and 56 - 7. 17S. Eldon Hendriksen, Accountin Theor (Homewood, 111., Richard D. Irwin, Inc., 1965), pp. 405, 459, 410. W. A. Paton and A. C. Littleton, An Introduction to Corpor- ate Accountin Standards (New York: American Accounting Association, 1 , pp. 41-42. 96 Sources of "surplus" can be classified as to (I) contributed surplus, comprised of paid-in surplus; (2) earned surplus, retained earnings, which primarily imply net income not distributed; and (3) revaluation or ap- praisal surplus. The provisions of the Ethiopian Code on “reserve" implying surplus do not distinguish the various sources of surplus or classify surplus on the basis of the nature of accounting entry that gives rise to such surplus. As a result, there are three inter-related questions that arise which need significant attention: (1) the use of contributed surplus as a dividend base, (2) the use of earned surplus or accumulated earnings as dividend base, and (3) the use of surplus (legal reserve) in capitaliza- tion and acquisition of shares. The charge of dividends against surplus does not distinguish between return of invested capital and divi- sion of earnings. To shareholders, dividends are synon- ymous with earnings. For the purpose of investing in a corporation is to get income through profits, and not to get back just the original investment. Earnings are im- portant indicators of the life of a company and of future dividends to shareholders. Thus, the delineation of earn- ings from capital transactions is important. Further, since earnings and dividends are interdependent, it is of utmost relevant information to maintain distinction 97 between distribution of earnings and distribution of capital. Distribution of earnings to shareholders can be done either by: (a) distributions that decrease assets, i.e., cash dividends; (b) distributions of means which have no effect on corporate asset, i.e., stock dividends. In Ethiopia, the term dividend is not restricted to desig- nate distributions chargeable to current and accumulated earnings only. Thus, there is no proper disclosure as to whether dividends are paid out of earnings or other paid— in surplus. The use of so-called stock dividends is little known as proper practice. The capitalization of surplus or distribution of earnings by means of stock dividends involves the transfer of earnings to capital account. In Ethiopia, the capital- ization of legal reserves (surplus) should also involve the transfer of apprOpriated earnings only. For there is no transfer of fund involved in such a case; there is only a change in the stockholders' equity section, and such stocks should be considered as stock dividends to share- holders and should be termed so. The use of legal reserve (surplus) in acquisition of treasury stock, or redemption of stocks in Ethiopia (Articles 332 and 337), involves not only change in stock- holders' equity but also asset change. Such transaction should be reflected by accounting entry that shows the 98 change in capital stock (reduction in subscribed stocks), and also indicates the change in capitalized earnings from appropriated reserves. 3. Reserves ang_Provisions In the course of our review of the term reserve, we have seen how "reserve" is used in the sense of provi— sions or allowances for depreciation or for doubtful ac- counts. It was indicated how the use of the term provi- sion also suggests the necessary allocation of funds. How- ever, so long as the term "provision" is understood to mean allowance or valuation account (a contra-asset account) and properly classified and presented so in the balance sheet, the change of labelling is of minor concern. In Ethiopia, the term provision is also used to indicate allowances for bad debts and depreciation among others. The objection we entertain in the Ethiopian practice with respect to "pro— visions" is the use and.classification of such provisions with other charges, contingent liabilities, and appropria— tions all lumped together (see attached Financial State- ment). Such presentation of allowances for depreciation and bad debts on the balance sheet gives no indication as to the value of specific asset, or the amount of surplus appropriated, or liability outstanding. 99 Recommengptions 1. Articles 453 and 452 should be amended either to avoid the implication of the existence of segregated fund in use of the term reserve; or to include better and sound accounting practices than those that are prescribed now, in order to reflect the presence of separate funds, if that is the desired intention. 2. Amend Articles to properly reflect the use of the term "reserve" in the sense of surplus, contingent liability, and appropriations distinctly with respect to each other. 3. Amend Articles to provide for distinct classi- fication of sources of surplus by the nature of the ac- counting entry that gives rise to such surplus. 4. Amend Articles to provide for distinction be- tween division of earnings and return of invested capital. The term dividend should be restricted to describe charges to current earnings and accumulated earnings, while pro— vision for distribution of surplus other than accumulated earnings can be effected by reflection of reduction of Capital. 5. Amend Article 82(2), the provision for risk, to reflect appropriation of earnings instead of being used in.the computation of profits. The balance sheet should ibeflect distinct presentation between such apprOpriations, Iliability, and provisions, conspicuously. 100 6. Article 452(3) should be strengthened and ex- panded to provide for proper means of disclosure in ref- erence to dividends. 7. Amend Articles 332 and 337 in reference to acquisition of treasury stock, either to prohibit trea- sury stocks as in France, or provide for properly reflect- ing the acquisition of own shares by cancellation. 8. Eliminate the practice of "share dividends” as provided by Article 337(2), and establish instead for proper cancellation of acquired treasury stocks. 9. Provide in the Articles for establishment of principle of stock dividends in capitalization of earn- ings or surplus. 10. Eliminate Article 463, since at the present time there is an established ”share market," whereby a shareholder can sell his share any time he feels like withdrawing. ll. Amendments should be provided for use of mean- ingful terminology that does not give rise to doubts as to intended meanings and, at the same time, Articles should avoid specifying accounting entries which do not rest on meaningful and sound accounting principles. Some of the above recommendations overlap with ropriation of retained income. But, as we saw earlier, thee Ethiopian accounting practice does not adequately 149 disclose this. We object, however, to the designation of the provision for inventory valuation as "provisions for depreciation”; rather we suggest the use of the term "pro- visions for reduction in value of inventory." The Ethiopian Code is silent as to the type of method to be used in specific cost identification or as- sociation. This shows the Code's reliance and emphasis on balance sheet for everything as a determinant of real value, while giving little attention to the income state- ment (earning power) as a source of real value, as a mea- sure for evaluating the efficiency of management and per- formance of a company. Conclusions and Recommendations Although Ethiopia is a country of agricultural oc- cupation, the increasing importance and role of the com- mercial and industrial sector is seen in the composition and growth of the gross domestic product in the table following. Inventory and fixed assets compose the bulk of total assets for a great number of business enterprises in the commercial and industrial sector (except perhaps banks), Since these assets influence capital expenditure, gross savings, and the economy, the existence of adequate accounting provisions in the Code is necessary for proper asset accounting. 150 TABLE VI-2 COMPOSITION AND GROWTH OF GROSS DOMESTIC PRODUCT IN ETHIOPIAa In Millions of Eth. $ Growth G.D.P. Origin 1954 1959 1960 Rate Actual Actual Estimate 1954-1959 Agriculture 1,833 2,049 2,108 2.2% Industry 240 422 447 11.9% Trade, commerce & banking 208 310 329 8.3% Transport & communication 78 130 140 10.9% Other services 358 i 501 551 7.0%- Total G.D.P. 2,717 ‘3,412 3,575" 4.6% G. D. P. at constant 1958 prices. Source: The Imperial Ethiopian Government. Third Five- Year Develo ment Plan 1961- 1965, Ethiopian CaIendar (1968769-1972773 U. C. ), Part I, Addis Ababa, Sene 1960 Eth. C. (June, 1968 G. C. ). Fixed Assets--Depreciation.--Depreciation is the most important element affecting assets, capital, and in— come. For capital cannot be maintained adequately, nor in- come computed properly without prOper charges for expira- tion Of service potential. Depreciation measurement is performed for various purposes, among which income deter- mination and balance sheet valuation were mentioned. How- ever, depreciation for purposes of maintaining capital in— tact is different from other concepts, and calculations made for one do not necessarily suit the other purposes. 151 If capital maintenance is defined in real terms instead of money terms, then changes in prices will entail con- siderable variations in amounts written off from year to year. If income from an asset declines rapidly in early years, it may be appropriate to write Off most of the de- preciation in the early years than to spread depreciation equally over the life of the assets. Besides the time pattern of income from asset, and the age distribution of asset, significance Of depreciation is also affected by the extent to which depreciation is used as a source of saving by firms and as a tool for stimulating investments by government. The Ethiopian provisions for fixed asset valuation show a misapprehension Of the significance Of depreciation. The purpose Of depreciation in EthiOpia is not adequately delineated, nor its potentiality realized as a tool in economic policy. Especially in a country like Ethiopia where the concern in economic planning for economic growth and development is great, the economic significance of assets and depreciation cannot be a subject of promulga- tion without serious, precise, and adequate consideration <>f the economic concepts and accounting relationships in- in51ved in assets and in disclosure Of information through financial s tatements . The important steps in the proper consideration Of' depreciation (fixed asset valuation) are: 152 (a) The clarification of terms used to designate assets, fixed assets, depreciation, value, and cost, by adequate and clear definitions that do not have doubtful meanings. We saw how the terms used in the Ethiopian Code fail to identify concisely the nature and character of as- sets and fixed assets, especially with respect to proper accounting principles and procedures. (b) The understanding and delineation Of the pur- poses for which depreciation measurement is directed, and of the concepts of depreciation involved therein. It was found that the Ethiopian Code is vague in the purpose Of depreciation measurement, and seems to indicate confusion of concepts of depreciation. (c) The evaluation of the different methods of de- preciation in respect to the concepts developed. In Ethiopia, there is only one method of depreciation (the straight-line method) that is known and made available through the Code. (d) The understanding of the implications and ra- tionale Of the different concepts and methods of deprecia- tion in financial statements. In Ethiopia, the implica- tions Of depreciation on income statement and balance sheet are not adequately recognized and considered. (e) The development of proper techniques for deter- mining depreciation rates and estimating composite lives of various types of assets in various industries. In Ethiopia, we saw that the depreciation rates permitted 153 were applied to all industries indiscriminately, and the classification of headings given for lives of asset items (and rates of depreciation) to be too general and lacking in specifity and breakdown as to types Of assets. Recommendations-—Fixed Assets Valuation 1. Article 74 should be amended to reflect the proper accounting rules and principles involved in the term "debit balance," when it is used in reference to as- sets. Accordingly, losses should be excluded from being considered an asset. 2. Article 78(3) should be expanded to be Of rel- evant meaning to the definition of fixed assets and inven- tories, or should be eliminated. We shall consider its possible amendment also in connection with inventories. 3. Article 78(4) should be amended to portray as- sets that are still in use by adjusting and providing for tflae correct depreciation rates, and to reflect assets at 'tlleir proper service potential. 4. Articles 82(1) and (2) should be amended to give more meaningful distinction between amortization and depreciation, and a more conceptually adequate framework c>15 the purpose Of depreciation. At present, the Ethiopian p-":"1=:>vision is vague as to the purpose Of depreciation. To Iflea-five a.definite and clear purpose of depreciation measure- ment, we recommend that the reference to "accounting 154 measurement" as pointed out in Article 82(1) be made ex- plicitly to correspond to the concept Of depreciation mea- surement for purposes of income determination or cost a1- location purpose. 5. We find that the base Of depreciation in Ethiopia which is vauisition cost, to be proper except for the adjustments necessary for reflection of replace— ment requirements and the procedure for correction Of over- depreciation and underdepreciation, which are totally lack- ing. We recommend that Articles should provide for Cor- rection of depreciation whenever it is necessary. This amendment is related to amendment of Article 78(4) (see above). 6. Article 450(1) should be made more explicit to represent the recorrection of the bases of estimate of asset life, in contradistinction to adjustment of asset value. 7. We recommend that some sort Of diminishing balance write-Off method or declining balance method be allowed as an alternative to straight-line depreciation. 8. We find that the headings given in Ethiopia for item lives and depreciation rates of assets are too general and lacking in specific breakdowns as to the type Of assets and the industry they are used in. We recom- mend the preparation Of a list of composite lives of as- sets and related rates for various assets broken down by 155 the industry they are used in, and type of asset, similar to that Of IRS Bulletin "F." Such list will give varying lives to asset as used in various industries or firms, and will provide some proper guideline for taxing authorities and firms instead of leaving the whole matter of granting Of higher or lower rates solely on the discretion and de- cision of a single person who will approve or disapprove rates without systematic and rational method. We recom- mend further that an empirical research study on the lives of various types of assets and their use in various indus- tries in Ethiopia should be undertaken to determine the composite useful lives of various assets in Ethiopia. It was brought out to the attention of the writer that the tax authorities in Ethiopia are in need of such informa- tion, by the highest Official in the Income Tax Bureaus section. 9. Article 84(1) should be amended to provide clarification as to when is revaluation of fixed assets permissible, and how it is accomplished. 10. We suggested that use Of depreciation as a tool of economic policy has great potential for a country like Ethiopia, and that it should be considered for influ- encing needed economic policy objectives. We suggest a discriminatory depreciation policy whereby labor intensive industry be given higher rates than capital intensive in- dustries. 156 Current Assets-:lnventories.--In the course of the analysis, it was found that the Ethiopian accounting provisions for inventories and inventory valuation fail to realize the significance of inventories in periodic in- come determination. The purpose of inventory valuation in Ethiopia is directed towards balance sheet emphasis. As a result, the earning power of a firm is not recognized as the measure of real value, and the value of the income statement as a measure of efficiency Of management or as indicative of performance of business operations remains suppressed. The proper determination Of periodic income is important from the point Of view Of stockholders, gov- ernment, creditors, and management. To stockholders, periodic income is the basis for expectation Of dividends and return on their investments. TO the government, it is the basis for taxation and the raising of necessary revenue for providing infrastructure services. TO the creditors, it is a buffer which affords protection for return of their investment. To management, it is indica- tive of the performance of Operations. But, in the process Of income determination, inventories are essential ingre- dients, and thus the determination of cost of inventories and inventory valuation becomes paramount in income deter— mination. In Ethiopia, the emphasis on balance sheet has undermined the inventory valuation procedure. We, there— fore, suggest some provisions to elevate the importance of the process of income determination. 157 Important steps in inventory valuation are: (a) the clarification of terms used, such as "cost" and "value," and the proper classification and description of inventory categories. In Ethiopia, the terms used are not explicit not only in the way they shed doubtful mean- ings, but also in the sense of misapprehending various purposes and concepts of valuation of inventory. The clas— sification and description of inventories is found to be lacking in preciseness. (b) The understanding and clear delineation of purpose of inventory valuation and related COncepts that entail proper methods of inventory valuation. In Ethiopia, it was found that the purpose of inventory valuation was for balance sheet purposes, while the purpose Of inventory valuation in accounting is primarily cost allocation, with perhaps additional adjustment processes made available for the reflection of inventory value on the balance sheet. We suggest that the inventory valuation for Ethiopia should consider the balance sheet purpose secondary and give pri— mary importance to income determination purposes with simultaneous consideration of the necessary relationship between income statement and balance sheet. (c) Determination Of explcit bases of valuation and development of proper methods of cost identification. In Ethiopia, the bases of valuation are not that explicit or rigorously adhered to, but are implicitly provided for 158 as acquisition cost, lower—of—cost-or-market in certain circumstances. We do not suggest any changes in this, but we recommend that they be made more explicit. The Ethiopian Code does not provide any guides as to the meth- ods of cost association or even acknowledge their influ- ence or implications in the balance sheet or income state- ment. But this was indicated to be the result of the em- phasis on the balance sheet, and the undermining of the process of income determination. Recommendations for Inventory_Valuation 1. Articles should provide for more emphasis of the process of income determination, and for the recogni- tion of income as basis of real value instead of balance sheet. 2. Article 78(3) should be amended to indicate more precisely inventories held other than for sales, or other than those held in the process Of production Of such goods for sale. It should specify separately investments from other fixed assets. If not, we recommend it be eliminated to avoid confusion. 3. Article 79 should be amended to indicate the objective of holding inventories and to consider inventor- ies as related to activities of normal business Operations, as Opposed to the inventories held for purposes other than sales. Notice this is related to Article 78(3), and a 159 proper correction in any one of them can bring about a solution to the desired Objective. 4. Article 84(2) and 84(5) should be more spe- cific to clarify the bases of valuation, by explicitly defining the use of the term 2235 and cost price. 5. Articles should provide for the recognition of various cost association methods and their implications on the balance sheet and income statement. 6. Amend Article 85 to clarify use Of the term real value, and specify more precisely the rule Of lower- Of-cost-Or-market. This Article should also provide for more accurate and appropriate accounting procedures in making "allowances for reduction in value of inventory." 7. Over all, the Articles should provide for more specific clarity Of terminologies used, and for more adequate and better classification and description of in- ventory category. 8. Attempt should be made to distinguish between those methods that are to be followed for tax reporting purposes and those methods to be followed for financial reporting purposes. CHAPTER VII AUDITING AND PROFESSIONAL ACCOUNTANCY IN ETHIOPIA Introduction This chapter will involve a discussion of the de— velopment of a public accounting profession in Ethiopia and its relation to the Commercial Code. First, there will be a general review of the rela- tionships between accounting, auditing, and law, as a step toward understanding the problems of a public accounting profession. Secondly, the public accounting professions in various countries will be reviewed and their historical development examined. Thirdly, the auditing provisions of the Commercial Code of Ethiopia and auditing practices in Ethiopia will be examined and evaluated in the context of the principles and practices Of the public accounting professions in various advanced countries. Fourthly, the various attempts made to regulate public accounting in Ethiopia will be reviewed and eval- uated. 160 161 Fifth, recommendations and corrections will be suggested for identified Code and professional defici- cies and the establishment of a public accounting pro- fession in Ethiopia. Accounting and Law It is a recognized fact that accounting is greatly 'influenced by law. Goldberg says there is nothing unnat- ural about this, for it only shows that accounting is a social activity and, as such, must Operate in a legal en- vironment.1 However, the relationship between law and ac- counting is much more complex than what appears at the surface. Accounting is influenced by law through the tax laws, company laws (particularly the development Of le- gally limited liability companies), and legislation re- garding bankruptcy. Dohr describes how legal classification known as "accounting" involves situations in which one person having custody or con- trol of the property Of another must make a statement Of his transactions to satisfy his responsibility to the latter . . . Legal duty of an agent to "account" to his principal; legal duties Of partners to "account" to each other; and the legal duty of a trustee to "ac- count" to the beneficiary. Viewed from the point Of view Of this influence of law, and the requirements laid down by law, the accounting __ fi— lLouis Goldberg, An Inquiry into the Nature Of _Accountipg (American Accounting Association, 1965), p. 9. 2J. L. Dohr, et a1, Accountin and the Law (3rd ed., Brooklyn: The Foundation Press, Inc.,—1964f, p.77. 162 objective becomes solely to carry out the procedures in accordance with legal requirements in all areas which such requirements are laid down by law. This interpretation suggests accounting to be subjugated to the legal require— ments, and to have no say of its own except to carry out what is laid by law. However, accounting (per se) as con- cerned with financial affairs deals not only with fiduciary relationships Of two or more persons as indicated above in Dohr, but also deals with a single individual person's affairs, and above all involves economic considerations in addition to legal. Hence it is quite erroneous for anybody to believe or aver . . . that accounting in applying their procedures are no better than they are required by law, or that [accountants] are merely translating a purely legal environment into accounting language. The fact is that while [accountants] have, of necessity, to carry out procedures in accordance with legal requirements in all those areas in which such requirements are laid down, the efforts of many accountants and of pro- fessional accounting bodies have pointed the way to legislation by providing examples in practice of do- ing something more and something better than the statutory or regulatory minimum. If such is the case, then accounting involves more than carrying out legal procedures. Thus, accounting matters should not be the subject of promulgation from a purely legal viewpoint only without adequate consideration of economic, social, and other significant dimensions. Ex- amples where accounting has had a say or pointed out the way in accounting legislation are found in the countries -____. 3Goldberg, Nature of Accounting, p. 13. 163 in which an accounting profession is well developed. For instance, in the United Kingdom, accounting practices which have been developed beyond existing legal require- ments by members of the Chartered Accountants in England and Wales, have been incorporated as mandatory in subse- quent legislation. In the United States, congressional committees make it a point to invite accounting organiza- tions to submit in advance their views regarding proposed laws affecting taxation and other accounting matters.4 Viewed in this manner, law comes to be a medium for Ob- serving and implementing proper accounting concepts and principles, rather than being a dictator of what account- ing shall be. The corollary of the above propositions leads to the debate: Should accounting be able to legislate for itself, or law legislate for accounting? If accounting is to legislate for itself, first it should have an organized body Of professionals which has legal sanctions for en- forcing its standards and pronouncements. The development Of an authoritative accounting professional organization has been a long, difficult process; but today there is a recognition Of an accounting profession. But the legal sanction it has or it should have is still debatable and far from being firmly establiShed. In fact, it is the 4mm. , p. 14. 164 tardiness in the development and appearance Of the account- ing profession that has made the influence Of law much greater and important in accounting matters than the in- fluence of accounting on law. The question, however, is not a matter Of simply this or that, for there are areas in which accounting and law mesh, and where both may need and complement each other, or where at times their intent differs. It is dif- ficult to separate succinctly the spheres of influence of each. As Hills states, "Common law and common accounting are in a sense companionate functionaries in the orderly housekeeping Of business and finance."5 Thus, the heart of the problem is that of balanc- ing the influence of one with that of the other. It is Obvious that neither the law nor the courts are determi- nants of "what are or are not correct or generally accepted accounting principles," nor should they be.6 But the law does pose certain minimum accounting standards or proce- dures when dealing with contractual obligations and com- mercial contracts. In dealing with such legislation and interpretation Of "contractual language," particularly where words used are intended to have economic and ac- counting meanings, the law (or the courts) must consider rr 5George Hills, The Law of Accountin and Financial Statements (Boston: LitEIe, Brown and Co., 1957), p. 3. GIbid. , p. 9. 165 and consult accounting principles and proper accounting procedures and practices, which principles and procedures are to be developed and established by accounting profes- sions, not by the law or the courts. This is where the necessity Of an accounting profession comes, and the es— sential influence Of accounting on law begins to have a place and role to play. Up to the time Of the appearance and mature development Of accounting professions in Amer- ica and other economically advanced countries, the influ- ence of law on accounting has been much greater than that of accounting on law. But the situation is beginning to reverse itself with the maturity and development Of ac- counting professions, as was exemplified earlier. Thus, the most important step in the proper relationship Of law and accounting is the building up and development of qual- ified accounting professionals. In underdeveloped countries where the body Of qualified accounting professionals has not evolved yet, the influence of accounting on law is expected to remain non-existent or little appreciated. The lack of an ac- counting profession thus reduces accounting matters to compliance with legal procedures, and legal procedure re- mains paramount in accounting subject matter, accounting intent and concept. 166 Accounting and Auditipg Accounting is constructive in character and is performed by or for management. As mentioned previously, accounting involves: 1. The primary Objective, that of providing organ- ized historical data or the recording Of business transactions; 2. The intermediate Objective, that Of constructing financial statements by summarizing, abstracting, and reporting results of business Operations from the recorded data. 3. The ultimate Objective, that of analyzing and in- terpreting financial statements and other statis- tical data to aid in the use of decision making. Auditing, on the other hand, is analytical in char- acter and is carried out independently of management in order to evaluate management performance. TO the extent that such auditing is performed by an independent analyst, the term professional public accountant or certified pub- lic accountant is used generally to designate public audi- tor or external auditor, in contradistinction tO the lgpgp— ‘pgl accouptant who works as a "constructionalist."7 In using the term auditor, distinctions are also made between 7Arthur W. Holmes, Auditin : Princi les and Procedure (5th ed.; Homewooa, III.: Richard D. Irwin, EC., 1959), pp. 5-6. 167 internal and external auditor, the main difference being in state of independence. The beginning of certified public accountancy and of the requirements for it has its origins in the concept of the independent audit. The function of a certified public accountant used to be limited to the scope of in- dependent auditing. With the growth and development of the corporate entity concept, dispersion of ownership, and many external claimants, the role of external accountant is still that of independent auditor--where reliance upon representation exists. But the availability of his mul- tiple facets of expertise has led to extension of the cer- tified public accountant's role to a much wider definition of "accounting practice." Today it is recognized by many accounting writers that accounting practice includes: fi- nancial reporting to investors, external reporting for various purposes, internal reporting, tax returns, and practices, auditing, and even management services. Holmes recognizes the following principal types of services as performed by public accountancy in general: 1. Auditing--which is the objective examination of records, accompanied by the expression of compe- tent opinion concerning the financial condition and operating results of a client's business. 2. Assistance—-which varies from indicating account- ing entries, installing accounting systems, 168 changing accounting procedures, preparing tax returns, and assisting internal control. 3. Investigation service-~for such matters as the purchases and sale of a business, sales analyses, and the preparation of budgets. 4. Representation services--which arise when a cli— ent requires representation in tax matters, secu- rity registration, contract termination. 5. Management advisory_services—-consisting of ser- vices to officers and boards of directors on mat- ters of accounting, finance, business policies, organization procedures, and many other phases of business conduct and operations.8 Independent Auditing Independent auditing is the critical and systematic examination of: (1) internal control; (2) statements, rec- ords, accounting transactions already prepared by manage- ment; and (3) the other financial and legal records and documents of a business enterprise.9 The purpose of an audit is to report independently on the financial conditions and operations; to have the in- dependent accountant act as an advisor to and representa- tive of the owners and management; and to discover errors 8Ibid., p. 6. 91bid. , p. 1. 169 and irregularities. For the audit to be performed ade- quately and for the opinion of the auditor to have relia- bility, a professional competence is necessary. The per- son auditing must be capable of rendering professionally expert and impartial opinion. This required capability implies the need for availability of auditing standards, principles, procedures, and the existence of necessary qualifying elements for a profession. In terms of establishing standards for audit- ing, the understanding and recognition of accounting con- cepts, principles and procedures is essential. For audit- ing involves a certain practice of accounting and, as such, is "interrelated with the application of accounting principles . . . without a body of fundamental accounting principles, auditing principles are not possible."10 There must be a body of accounting professionals in order to de— velop and establish accounting concepts, principles and procedures. Thus, again the building and development of a profession becomes a primary element in the development and establishment of auditing standards, principles and procedures. 10Ibid., pp. 8-9. Holmes lists the concepts of disclosure:_33hsistency, materiality, and conservatism as having emerged over the years in the related fields of accounting principle application and auditing. 170 Auditing Standards In America, the general auditing standards and procedures, with respect to examination of financial state- ments by independent public accountants, are set forth by the Committee on Auditing Procedure of the AICPA in Bulle- tin No. 33. The overall general responsibility of the auditor is to express his opinion concerning the financial statements and to state clearly such explanations, ampli- fications, disagreements, or disapproval as deems appro— priate.11 Specifically, it is stated that the responsibil- ity of the auditor is: 1. To express his opinion on the fairness with which the financial statements present the financial position and results of operation; 2. To state whether his examination has been made with generally accepted auditing standards; 3. To state whether financial statements are pre- sented in conformity with generally accepted ac- counting principles, and whether the principles had been applied consistently in preparation of financial statement of current period in relation to the preceding one. The questions relating to the maintenance of an auditor's independence in accepting responsibility and securing 11AICPA, Committee on Accounting Procedure and Ac- counting Terminology, Accountin Research and Terminology Bulletins (Final ed.; NEw YorE: AICPA, 1961), p. 1U. 171 necessary integrity in auditing and expression of opinion are governed by the AICPA Code of Professional Ethics. In the performance of an audit, the Committee has set for the auditor three main parts of auditing standards: (1) general standards to be observed, (2) standards to be performed in field work, (3) standards to be met in re- porting. In the expression of auditors' opinions, the Amer— ican practice recognizes the short-form audit report where the auditor can express: 1. Either unqualified opinion-~where financial state- ments are deemed to present fairly the financial position or results of operations; 2. 0r qualified opinion-~where he finds qualifying exceptions that may affect financial position or results of operations in a way that is not cur- rently presented in financial statements; 3. 0r adverse 9pinion--where financial statements do not present fairly financial position or results of operations; 4. 0r disclaimer_of_opinion—-where there is insuffi- cient evidential matter to form an opinion on the fairness of the financial statements as a whole. 172 Public Accounting Profession In the preceding discussion, it was indicated that the development of the accounting profession is necessary for setting the proper relationship between law and ac- counting, and upgrading the role of accounting in law. It was also found that the establishment of an accounting profession was a necessity for the proper development of the accounting principle, since it is the responsibility of the accounting profession to develop accounting prin- ciples that are needed for auditing standards and profes- sional competency. Now, we shall attempt to discuss some of the requisites of a profession. In discussing the building of the accounting profession, we will be concerned with accounting as referring to general accounting prac- tice and not necessarily only to auditing. Then, we shall examing the accounting professions in America, Canada, Italy, France, and Ethiopia. Requisites of a Profession There are certain identifiable characteristics that are required for a profession: 1. A profession must have or possess a body of specialized knowledge. This is, in fact, what is implied in the primary meaning of a profession. Webster defines a profession as "a calling requiring specialized knowledge and often long and intensive academic preparation." With 173 the existence of a body of specialized knowledge, then, a profession involves a recognized formal educational pro- cess and training program for acquisition of knowledge of the profession. 2. A profession must have a standard of profes— sional qualification for admissions. This standard is a corollary of point 1 above, and consists of examinations, other experience, and educational qualifications. 3. A profession must have standards of conduct which include ethical standards as well as some means of compliance and enforcement of such conduct. Some of the important items considered in rules of conduct relate to: (a) practice of public accounting by individual and cor— poration, (b) soliciting of clients, (c) fees based on re- sults of professional service, (d) professional secrecy, and (e) competitive bidding. 4. A profession must have a recognized status. But status is something given by society. As Carey says,12 a profession is a creature of society, and to have status the profession's services must be wanted and needed. The profession must convince society that its services are necessary, reliable, and accomplishing a useful function. Thus, it is a two-way road and a profession cannot attain ¥¥ 12JOhn L. Carey, The CPA Plans for the Future (New York: AICPA, 1965). 174 status without working for it and proving itself. This brings us to the last characteristic of a profession, that of accepting social responsibility. 5. A profession must accept social responsibil- ity. A profession must be endowed with public interest, such as committing itself to improve and search for bet- ter means of meeting and serving public needs. The complete fulfillment of these characteristics depends on the maturity and stage of development of the profession itself. In reality, we can find various pro- fessions having fulfilled these characteristics in vari- ous ways, but no profession ever fulfills all of these characteristics at the same time right from the start. The Agcounting Profession in Americai? In America, the term "Certified Public Accountant" is conferred to qualified accountants. The requirements for a person to become a CPA and practice public account- ing depend on each state's requirements. Each state has jurisdiction in regulating and governing the practice of accountancy and issuance of CPA and certificates are granted by Boards of Accountancy of the states. Typically, the professional requirements for cer- tification in America include: 13AICPA, Committee on International Relations, Professional Accountin in 25 Countries (New York: AICPA, 19647, chapter on the United States, pp. 6-20. 1. 3. 4. 175 A minimum age of 21, appropriate moral character, and citizenship. Fulfillment of minimum educational requirements. This consists of satisfactory completion of a high school course approved by the state's education department or its equivalent, and graduation from college after completing a curriculum in account- ing which has been set by the state education de- partment. The curriculum includes at least 24 semester hours in accounting, 6 semester hours in law, 6 semester hours in finance, and 6 semester hours in economics. Fewer hours are approved at graduate level or for persons who have graduated from college and have the equivalent college train- ing in accountancy as determined by the commis- sioner of education, or for persons who have 15 years of experience in practice of public account- ing and satisfying the Board of Examiners. A successful passing of the uniform CPA examina- tion, which consists of auditing problems, ac- counting problems, theory of accounting, and commercial law. A required three years of experience in diversi- fied application of auditing procedures in prac- tice of public accounting, either on one's own as a member of a partnership or as an employee on 176 the professional staff engaged in the practice of public accounting. The experience required from state to state ranges from two to four years. The AICPA is a national professional society. There are also state professional societies distinct and separate from the Institute. Membership is limited to those who possess a CPA certificate, and have a minimum of two years of public accounting practice or its equivalent. The In- stitute prepares the uniform CPA‘examination and provides an advisory grading service for the state boards of ac- countancy. It is involved in fostering research, publica- tions of matters relating to accounting, establishment of ethical and accounting and auditing standards, and develop- ment of accounting principles and procedures. In America, licenses used to be issued to so-called "public accountants" based on broad requirements and ex- tent of the applicant's practice in accounting. These re— quirements are not as strict as the AICPA's, for they arose out of licensing needs before the develOpment and adoption of adequate professional requirements, and thus the licenses are not strictly dependent on successful com- pletion of professional examination or specified education. At present, only a few states issue such licenses of "pub— lic accountant," and many have stipulated dates after which issuance of "public accountant" licenses will cease. Li- censing is a result of legislation which requires registration 177 and should be based on prOper professional requirements. But in the absence of well-developed professional require- ments, some type of legislation is necessary to prevent accountants from practicing without registration. The AICPA has an adopted code of professional Ethics in order to maintain high standards of technical competence, morality, and integrity on the public account— ing profession. It has statements and pronouncements on auditing procedures and standards. The various committees and boards of the AICPA have been engaged in development of accounting principles through issuance of bulletins, statements, opinions, and recommendations. In addition, the American Accounting Association, the U. S. Securities and Exchange Commission, the New York Stock Exchange Com— mission, the Internal Revenue Service of the U. S. Trea- sury Department, have all had major influences in the de— velopment and adoption of accounting principles. Gener- ally accepted accounting principles are now required by generally accepted accounting standards to be referred to in an independent auditor's reporting. Although the gen- erally accepted accounting principles are not codified by professional organizations or government agency, they are generally accepted and the business financial community and members of the accounting profession recognize them and use them in financial statements of enterprise. 178 The American Accounting Association is a society of accounting professionals which includes accounting edu— cators at college or university level as well as many ac- counting professionals. It has been the most important backbone in directing and pointing to the way as to what accounting principles should be. It has been responsible for the development of accounting theory, accounting education, and in producing most of the theoretical ac— counting literature. The educational preparation for accounting is offered by numerous colleges and universities. These colleges and universities offer day and evening classes with courses that are deemed not only to help the individ- ual prepare to pass the uniform accounting examination, but also to earn college credits. In America, legislation involving accounting is an affair of state law rather than federal law, because of the sovereignty of the state. The AICPA has a recom- mended form of Regulatory Public Accounting Bill which is to serve as a guide in promulgating £535 for regulat- ing the practice of public accounting, creating state boards of accountancy and prescribing its powers and du- ties, and for providing penalties for violations. The AICPA has also a recommended bill for adoption by various states to permit the registration of foreign accountants to practice in the United States. 179 Accounting Profession in Canada14 The title "Chartered Accountant" is issued by each provincial Institute of Chartered Accountants, to an ac- countant who has fulfilled the following requirements: 1. A person must be of age 21 or more, be of good moral character, and a resident. 2. A candidate must qualify for university entrance (or be a high school graduate), and completed pre- scribed course of training during a 5-year period of service in the office of a chartered accountant. During the five-year period, he must pass a primary examination at the end of his first year of train- ing, an intermediate examination at the end of his third year, and a final examination at the end of his fifth year 3. Alternatively, a candidate can have a university degree and then complete a reduced term of service and course of studies. The B.A. or B.Sc. usually reduces the S-year required term to a 4-year term, while a B.Com. or Licentiate may reduce the term of service to 2 years or may even eliminate the course of study required. Although legislation involving accountants is a {Irovincial responsibility, the intermediate and final ex- iflninations are prepared and administered by the Canadian _jE:stitute of Chartered Achuntants, a central authorityy léi2$9., chapter on Canada, pp. 4-13. 180 representing all the provincial institutes of chartered accountants. The practice of chartered accountants is similar to that of the united States and includes examination of financial statements leading to the expression of an opinion thereon, preparation of and advice with respect to tax returns, and various types of services to manage- ment. The Federal Companies Act as well as the Provin- cial Companies Acts require auditors to be appointed by shareholders and to report to them upon the annual finan— cial statements submitted by directors. Most companies, including publicly owned companies, appoint chartered ac- countants, though there is no specific provision that an auditor must be a chartered accountant. There is also a Certified Public Accountants' Association in Ontario which issues certificates to mem- bers. The requirements for certification are similar to that of the chartered accountants except that the CPA re- quires a thesis at the end of five years' academic study in accounting, and experience in public accounting is needed. Licenses are granted to: (a) any chartered ac- countant, (b) persons previously licensed under the old Act before strict standards came into effect, (c) persons 181 applying and satisfying the Public Accountants' Council as to their qualifications and experience to practice public accounting. As we saw, there are at least two organizations of accounting professions in Canada-~the Institute of Char- tered Accountants and the Certified Public Accountants' Association. The Canadian Institute of Chartered Accoun- tants coordinates activities of national interest and mem- bership, publishes monthly journals, administers uniform examinations, undertakes research, issues bulletins on current operations, develops courses and programs for con- tinuing education, and maintains liaison with the federal legislation. The Institute of Chartered Accountants has an adopted rules of conduct and uniform code of ethids. Au- diting standards are expressed in specifying the require- ments for the independence of an auditor and standards of reporting which are similar to that of the united States. Accounting principles are enunciated in bulletins of the Institute's Committee on Accounting and Auditing Research, and published in magazines and textbooks. Accounting Profession in the United Kingdom15 "The practice of accounting as a profession as known today was born in the U.K."16 Although the rise of izlbid., chapter on U. K., pp. 6-16. Ibid., p. 6. 182 professional accountants came from the account's work in insolvency cases, soon the demand for his services was extended to include accounting and auditing work. There are four main accounting societies in the United Kingdom: 1. The Institute of Chartered Accountants of England and Wales. 2. The Institute of Chartered Accountants of Scotland. 3. The Institute of Chartered Accountants of Ireland. 4. The Institute of Certified and Corporate Accountants. Admission to and control over the activities of the members of these societies is solely in the hands of the societies themselves and not in the government or in any educational institutions. The titlesof Fellow'of Chartered Accountant (F.C.A.) and Associate of Chartered Accountant (A.C.A.) are used by members of the Institute of England and Wales and Ireland. The requirements for membership in these societies (as exemplified by the Institute of Chartered Accountants of England and Wales) are: 1. Must be of age 16 or above, and possess a minimum general education requirements. Citizenship is not required. 2. Five years' apprenticeship_system which is reduced to three years for graduates of United Kingdom universities, or four years for those who have 183 specified educational standard equivalent to those candidates in three to five years. Candidates are to work in the office of chartered accountants sub- ject to the rules and supervision of the Institute. 3. In addition to the practical training (experience in accounting practice with a member of the Char— tered Accountant Institute who is still in public practice), the candidate or the "articled clerk" must pass certain examinations. After one or two years in apprenticeship (whichever is applicable according to point 2 above), the candidate must sit for intermediate examinations covering ac- counting, auditing, taxation, elementary cost ac- counting, law, and general commercial knowledge. Then, before the completion of his "articled ser- vice," the candidate must pass final examinations which include advanced accounting, auditing, taxa- tion, general financial knowledge, cost accounting, and English law relating to companies' liquida- tions, receivership, contracts, sales, bankruptcy, and trusts. The societies arrange for some lectures on account- ing subjects, and some class instruction, but it is left up to the candidate mostly to supplement his knowledge in evening and daytime classes offered by technical and com- mercial colleges of private institutions. Candidates who 184 are attending the "university scheme," which provides courses of two—and-three-quarter years, are exempted from the intermediate examination, but are required to pass the final exam. . In the United Kingdom, the chartered accountant examines and reports upon financial statements of enter— prises, advises clients on tax matters, prepares returns, and can exchange opinions on proposed changes in returns with the Inspector of Taxes, can act as liquidator or re- ceiver of a company, or trustee in bankruptcy, appraiser of shares, and provides also management services. Under the Company Act, every company is required to appoint an auditor who is a member of an accountancy body that is duly recognized by the Board of Trade, or individually authorized by the Board as having similar qualifications obtained abroad or having experience specified in the Company Act. The contents of the auditor's report upon the balance sheet and income statement are specified in the Ninth Schedule of the Company Act. Auditors are supposed to state in a condensed form: (a) whether they have received all information and explanations which they require; (b) whether proper books and accounts have been kept by the company; (c) whether financial statements are in agreement with the books of account; (d) whether in their opinion, financial statements give a true and fair 185 view of the state of affairs (loss) of the company; and (e) whether accounts comply with the Company Act of 1948. Notice that in the United Kingdom there are no requirements for reference to adherence to generally ac- cepted accounting principles. The Institute of Chartered Accountants of England and Wales has a disciplinary committee for culprit members and can suspend or revoke membership. It issues recommen- dations on accounting principles and a series of direc- tives on professional conduct. It also publishes monthly magazines and special statements on general principles of auditing similar to that of America's "Auditing Standards and Procedures." Accounting Profession in France17 There are two main classes of professional ac- countants in France created by a Decreeledesigned to as- sure the honor and independence of the accounting profes- sion. These are: l. The expert comptable, 2. Comptable agree. In addition, there are the Commissaires aux Comptes, who are solely responsible for audit function. 17Ibid., chapter on France, pp. 8-13. ” 18L'Ordre des Ex erts Com table et des Com table ‘Agrees. 1 ep e er . 0 ca ons were ssue n 30 186 The Expert Comptable Expert Comptable is defined by the decree as a technician who engages in the "usual profession of or- ganizing, verifying, appraising and correcting accounts and accounting of every nature." It also states he may "analyze by means of accounting technique, the position and functioning of enterprises under their different eco- nomic, legal and financial aspects . . . reports on his verifications, inclusions and suggestions." The requirements to be expert comptable are: 1. Must be 25 years of age, and be of good character and French citizen. 2. Must obtained authorized ”Diplome d'expertise comptable," diploma of expertise in accounting. To have this diploma, a person A. Must complete three years of apprenticeship as an articled clerk. To be admitted as an ar- ticled clerk, one must have already a diploma of higher accounting studies. "Etudes comptable superieures" and be nineteen. B. Must obtain the following certificates: (1) "Le Certificat Supérieur de Révision Comp- table"--higher auditing certificate; (2) One of the following certificates: "Le Certificat supérieur juridique et fiscal"--certificate of advanced law and tax law; 187 "Le certificat supérieur d'organization et de gestion des enterprises"--higher cer- tificate of business organization and man- agement. fLe certificat su érieur de relations economiques Europeanes et Internationales" --certificate in advanced study of European and international economic relations. 3. Must pass an oral examination upon a thesis sub- mitted within five years following receipt of second certificate. These are supposed to be improvements and substitutes to the previous long, tedious process of written and oral preliminary examinations of Part I and Part II after two years of apprenticeship, and written and oral final exam- ination upon completion of the third year of apprentice- ship. The expert comptable mostly functions as a business advisor from management and controllership standpoint, and not as an independent auditor. Mainly, he advises clients with respect to accounting and reporting methods which result in minimizing tax liabilities. His work is limited to areas specifically authorized by management. Each member is also limited to hiring of no more than five salaried accountants by order of the decree, which impedes the development of experts on a large scale. Comptable Agree Comptable Agree is defined by the decree as a tech- nician who engages in the "usual profession of keeping, 188 centralising, opening, closing, and supervising accounting and accounts of every nature." The requirements for Comp- table Agréé are: 1. Must be 25 years of age, of good character and French citizen. 2. Must have a diploma of "Etudes Comptables Supe— rieurs"—-higher accounting studies or advanced accounting studies issued by the National Minister of Education, which indicates the passing of ac- counting, economic, and legal studies. 3. Must have two years' practical professional ac- counting experience judged to be sufficient by the Council of the Order. The work of the Comptable Agree is usually compared to that of a "bookkeeper" or an accountant in commerce and industry. Commissaire aux Comptes—-Statutory Examiner The Commissaire aux Comptes is the official re- sponsible for independent audit functions. The French law provides that all companies must have their accounts examined by one or more Commissaire aux Comptes who are appointed by stockholders. Although there is a diploma of Commissaire aux Comptes given for passing some quali- fying examinations in bookkeeping, accounting, mercantile law and taxation, the requirements are less strict than 189 those for expert comptable. In addition, possession of a diploma is not a prerequisite for becoming a Commissaire aux Comptes, and people with various qualifications can become a member. As far as the work of the Commissaire aux Comptes is concerned, there is no standard form of report, though the examiners submit two reports--one general report and the other a special report. The organization of accountants in France is based on the "L'Ordre des Experts Comptable et des Comptable Agrees," and is formalized by the decree which governs its administration and discipline. An important feature of the French organization of accountants is that it has strong ties and influence with the government. In addi- tion, there are other organizations of accountants whose purposes and members are more specialized. The Council of the Order has an adopted Code of Ethics, "Devoirs Professionels." The French accounting profession does not have a statement of auditing standards, but has some publications on laws governing the appointment of commissaires, on his independence, on technical aspects of his duty, and on normal procedures of accountants' work. The council is at present attempting to provide discussion for adoption of official guidebook to practitioners sim- ilar to that of the United Kingdom and the United States. There is a standard accounting system under the name "Plan 190 Comptable General," which was developed by the government- established Commission for Accounting Standardization. Accounting Profession in Italy19 Unlike in the United Kingdom and the United States, the accounting profession in Italy is governed by regula- tions of the Ministry of Justice, which has established broadly the purposes, duties, fees to be charged, and some rules regarding conduct of the profession. However, there are no auditing standards or methods included in these regulations. Collegio Sindacale (The Board of Auditors) The Civil Code provides that a corporation must have a board of auditors to control management, audit ac- counts, and check compliance with the provisions of the Code in order to safeguard stockholders interests. The board of auditors is composed of three to five auditors elected for a period of three years. The corpor- ation must elect at least one of the auditors from the Official List of Auditorg. Relatives of the directors by blood or marriage within the fourth degree and persons connected with the corporation or its subsidiary, by a continuous relationship involving remunerated work (employee 19AICPA, Accounting_in 25 Countries, chapter on Italy, pp. 6-9. 191 status) are not eligible for appointment as auditors. The auditors "must attend meetings of board of directors and shareholders and are jointly liable with the directors, for the latter's acts and ommissions whenever injury would not have occurred if the auditors had exercised due vigi- lance."20 Typically, the report of the board of auditors reads as follows: The balance sheet and income statement at which the Board of Directors presents to you, closes with a profit of Lire and appears to us, following a close examination, prepared on the basis of the ac- counting results and in accordance with legal provi- sions, by which the criteria for the valuation of the assets have been observed. In view of the fact that the accounting, the records, the cash and the securities, on the basis of our peri- odic examination, have been found to be kept correctly, we conclude, recommending for your approval, the bal- ance sheet, the income statement and the prOposal of the Board of Directors to distribute the profit. We thank you for the faith with which you have hon- oured us. Ruolo die Revisiori Uficiali dei Conti (Official Register of Auditors) For a person to qualify for such registration, the requirements are: 1. Must be of Italian nationality; 2. Must serve for at least five years as an active statutory auditor or as a director, administra— tive or accounting officer (dirigente) of a ZOIbid., p. 6. 192 limited company having a capital stock of not less than Lire 50,000, or to have satisfactorily per- formed other similar duties. The term of five years is reduced to three years in the case of persons previously included for at least five years in the roll of the Dottori Commerciali (Doctors of Commerce), and to four years in the case of persons in- cluded for at least six years in the roll of Regioneri e Periti Commerciali. In the cases where a person is not a member of the roll of Dottori or of Ragionieri, the above period of five years is increased to ten years. We must note that the persons in this official list are not required to have professional experience in the examination and reporting upon financial statements (as in auditing) in the sense of independent audit work as understood in the U.S. and U.K. Members whose names appear on the official list of auditors are assumed to be capable of giving good com- mercial, legal, or tax advice to management. But they are not expected to make examination of financial state- ments, nor give an expert opinion on the fairness of financial position. There are two categories of professional accoun- tants in Italy which will be discussed below: 193 Dottore Commercialisti (Doctor of Commerce This title is obtained after admission to member- ship in the Ordine dei Dottori Commercialisti (Order of Doctors of Commerce). The membership in the Order is available to graduates of a four-year university course which leads to a doctor's degree of Economic and Commer- cial Science. The courses covered are economics, ac- counting, banking, and public, civic, and commercial law. The university graduate is supposed to have com— pleted also a doctoral thesis. To become a member of the Order, a candidate must pass a special examination after completing the university studies. There are no require- ments for practical experience for admission to the Order. Most of the persons in the dottore degree are graduates of the Ragionieri (accountant) schools and thus have the Ragioniere's diploma already. The Order (Ordine dei Dottori Commercialista) has a national society which is divided into local societies. The Order itself comprises of two categories: (a) those in public practice who may thus also register in the "official list"; (2) those who are not in public practice. The members of the Ordine dei Dottori Commercial- isti deal with: 1. Administration and liquidation of business concerns, of personal estates, and of specific assets; 194 2. Appraisals and surveys and technical advice; 3. Administrative inspections and audits; 4. Verification of and all other inquiries concern- ing the reliability of financial statements, of accounting entries, and of all accounting docu- ments of business concerns; 5. Settlement and liquidation of damages; 6. Statutory audits of trading companies; 7. Tax advice and representation of clients before tax authorities. Ragioniere e Perito Commerciale (Accountant and Commercial Expert) To obtain a diploma of Ragioniere e Perito Com- merciale, a student must complete: (a) five years of ele- mentary school; (b) three years of junior high school; (c) must graduate from a five-year business high school (included are courses in accounting, mathematics, busi- ness law, etc., but not auditing); and (d) must pass also a government-controlled examination. The possession of this diploma does not entitle the holder to membership in the Collegio dei Ragionieri e Perito Commerciali (College of Accountants and Commercial Experts). The collegio, which is a professional society, is organized similar to that Order of Dottori Commercial- isti, with localcxfllegi having their councils which elect 195 the National Council. Qualifications required for member- ship in the Collegio dei Ragionieri are: 1. Italian citizenship; 2. Diploma as a Ragioniere; 3. Two years practical experience in the office of a member of the Collegio dei Ragionieri, or of a member of the Ordine dei Dottori Commercialisti in public practice; 4. Successful completion of a state-controlled written and oral examination concerning the provisions and procedures contained in the Civil Code, and on tax accounting problems. Principal activities of the Collegio dei Ragionieri are: (l) administration of the admission of new members including verification of prerequisites and the conducting. of examinations; (2) enforcement of laws limiting the pro- fessional activities of members and reporting infringements by non-members of activities reserved only for members; (3) acting as lobbyists for the profession, and (4) ruling on members' fees disputed by clients. A member of the Ragionieri e Periti Commerciali body is empowered to undertake: 1. Administration and liquidation of business con- cerns, of personal estates, and of specific assets; 2. Appraisals, surveys, and technical advice; 3. Auditing of books of account of business concerns 196 and all inquiries concerning financial statements, accounts, accounting entries, and accounting docu- ments of business concerns; 4. Settlement and liquidation of marine losses, statu- tory audits of trading companies and other bodies; 5. Distribution of personal estates, preparation of the relative projects and plans of liquidation in judicial uses; 6. Preparation of systems of account for private and public concerns, reorganization of accounting sys- tems; 7. Calculation of production costs for industrial enterprise and preparation of data on accounting and administrative matters; 8. Tax advice and representing clients before tax. As can be seen, there is little distinction between the activities of the dottore and ragioniere. In fact, in practice, it is said there is no difference at all. In general, in Italy, there is no code of ethics. There are no auditing standards and no recommended account- ing principles. The concept of independent audit is not well developed. In fact, reference to the concept of inde- pendence is only found in the Civil Code by way of describ- ing persons who could be appointed to the Board of Auditors. The Civil Code prescribes the contents of balance sheet and 197 income statement and some principles of valuation of as- set. In addition, rules of valuation and disclosure are frequently enforced through tax regulations. Recnpitulation of the Accounting Profession In the review of the public accounting professions of various countries, we saw similarities and divergences in the way accounting professions are organized, adminis- tered, and operated. The differences in these organiza- tions of accountants in various countries indicate the different developmental stages these countries have reached in terms of professionalizingnaccounting matter itself. Thus, the more developed the accounting subject matter, the more rigorous, clear, and precise are the educational training requirements, and the more professionally organ- ized are the members. As was found earlier, the primary requisite of a profession is the existence of a body of knowledge and the process of education and training neces- sary for acquisition of such knowledge, the ultimate req- quisite being that of obtaining a status and accepting social responsibility of a profession. There are two important points that we need to underscore in considering the accounting profession: 1. Control of activity of a profession can be done via legal provisions, which provide for minimum legal requirements and for control of activity of a profession. 198 For example, legislation on public accounting practice, and licensing are means of controlling the accounting profession. But the effect of such control of profession by legal means is dependent on the content and rigor of the provisions; and the registration requirements are too often very broad and less stringent. They are hardly de- signed to foster development of professional knowledge or refinement of educational and training requirements. Thus, legislation on accounting practice and profession can hardly be taken as a way of improving and enriching the field of the accounting profession unless supplemented by a professional accounting organization. In fact, at times it can be stifling to the development of a profession, though legal means (legislation) have special inherent advantage in them, in the sense of enforcing conformance to rules and providing uniformity. 2. Control of professional activity can also be done by a professional organization, which not only pro- vides and supervises for the educational and training re— quirements, but also promotes develOpment and enrichment of the field of a profession for the performance of a better service. In most of the countries reviewed earlier, the accounting professions evolved in a self-regulated manner, springing from the grass roots and assuming the responsibility of developing accounting educational re- quirements, accounting standards, and enforcing them too. 199 However, the power of accounting professional organiza- tions, as enforcers of standards, lacks legal sanctions except by implication. Thus, the necessity for proper liaison between the government (legislation) and the ac- counting professional organizations becomes obvious. In conclusion, we must note the importance of three forces that interplay in the development of the accounting profession: the government (legislation), the organization of accountants, and the educational insti- tutions. Public Accountingnin Ethinpia In Ethiopia, there is no accounting professional organization yet. Public accounting as a profession of qualified independent accountants is still in its early developmental stages, despite the highly recognized func- tion given to an auditor by the stipulations of the Com- mercial Code. Auditing Provisions in the 56mmercia15563e The Commercial Code of Ethiopia requires audited financial records of all share companies (Article 568(1)), and all private limited companies of 20 or more members (Article 538). The applicable auditing provisions are to be found in Article 368 through Article 380 (see Appendix I). 200 Article 368 states: (1) The general meeting of every company limited by shares shall elect one or more auditors and one or more assistant auditors. (2) Shareholders representing not less than 20% of the capital may appoint an auditor selected by them. (3) Where there is more than one auditor, they may exercise their duties jointly or separately. (4) A body corporate may act as auditor. Note: General meeting is defined as ordinary or extraor- dinary meeting comprising shareholders of all classes (Article 390). According to Article 368, there appears to be an appointment of two auditors, one appointed by so—called general meeting and one selected by some minority share- holders (not less than 20 per cent of the shareholders). If this is so, then the effect of two separate auditors auditing the same company, at the same time representing two different interests, has grave implications on the independence of an auditor, on competition of auditors, and on soliciting of clients. Further, if in the judgment of the minority group there was no mistrust involved in the auditors elected by the general meeting, there would be no need for selection of any other auditors. This en- croaches on the competence and reliability of independence of one auditor versus another. We feel in our minds that this provision has important implications for the competi- tion between auditors, for the weakening of professional 201 standards and ethics. Some amplification is necessary to cover some rules of professional conduct, particularly in a country like Ethiopia where there is no public account- ing profession to guide basic professional behavior. The clause of Article 368 has also consequences that may come to interplay on the issue between foreign auditing firms and local individual auditors, whereby some shareholders may select an Ethiopian auditor, while others for reason of prestige or competence may want a foreign auditing firm. Article 370, entitled "Persons not Competent," stipulates: (l) The following persons may not be elected as auditors: (a) founders, contributors in kind, beneficiaries holding special benefits, directors of the company or of one of its subsidiaries or of its holdings company; (b) spouse or relatives by consanguity of affin- ity to the fourth degree inclusive, of the persons mentioned in sub-art. (l)(a); (c) persons who receive from the persons mentioned in sub-art. (l)(a) a salary or periodical re- muneration in connection with duties other than those of an auditor. (2) Auditors may not be appointed directors or managers of the company which they audit, nor of one of its subsidiaries or its holding company within three years from the date of the termination of their functions. 202 (3) Reports submitted by an auditor and adopted by the annual general meeting shall not, save in the case of a fraud, be invalid merely by reason of the fact that the provisions of this Article have not been observed. Article 370 is an attempt to specify the mainten- ance of "auditor's independence" and not to auditor's technical or professional competence, despite its title. This provision is the only reference to auditor's indepen- ggngg. The question of indnpendence of an auditor is very important in auditing and public accounting practice. It has two meaningsZI: (1) It means an aspect of integrity which is expected of all professional men which enables them to accept responsibility. It involves professional competence (technical ability). (2) In auditing and ex- pression of opinion in financial statements, it means avoidance of any relationship which might even subcon— sciously impair the auditor's onjectivityny The provision 370(1) to (2),inclusive, is supposed to cover the intent of the latter meaning, and presumably secure independent opinion, though the provision 370(3) weakens the importance of such independence. As to the former meaning of inde- pendence, the provision lacks any indication and is assum- ingly left to be the concern of the profession. In the 21John L. Carey, Professional Ethics of Certified Public Accountants (New York: American Institute of Ac- countants, 1956), p. 49. 203 absence of professional accounting, however, the question of integrity of professional responsibility and competence remain in limbo. We shall discuss more of this in detail later on in conjunction with the qualifications of an auditor. Article 374 stipulates: The auditors shall have the following duties: (a) to audit books and securities of the company; (b) to verify the correctness and accuracy of the inventories, balance sheets and profit and loss accounts; (c) to certify that the report of the board of directors reflects the correct state of the company's affairs; (d) to carry out such special duties as may be as- signed to them. In a nut shell, Article 374 governs the whole reference to the audit procedures and to the expression of the audit— or's opiniong. First, according to Article 374(b), the auditor is to "verify the correctness and accuracy . . ." but correctness and accuracy relative to what, in refer- ence to what standards and procedures and rules is left for conjecture. Is it in relation to some "generally ac- cepted accounting principles," if there are any, or in relation to the conformance of the requirements of the accounting provisions of the Commercial Code? Notice 204 that Article 374(b) is an attempt to specify partially auditing procedures, though lacking in methods and stan- dards to be followed. According to Article 374(c), the auditor is to "certify" the report and not express an opinion. We know through what stages even America had to go before the word "certify" was changed to an expression of opinion. But the advantage of a late comer is that he does not have to go through the mistakes and process of trial and error that others previous to him have undergone. There are al- ready proven alternative choices whose consequences are well defined for the late comer. Thus, he can start right from the best alternative. The advantage of a country that is coming late into the scene is that it can learn from the mistakes of others; it has the best alternative choices ready to be adopted and does not have to wait to go through the same trial and error experience. Particu- larly, since in Ethiopia public accounting as such was being introduced and adopted as new anyway, why not adopt the best known alternatives? In addition, as we will see later, there is a dif- ference between certifying the report of the board of directors as reflecting correct state of company affairs (Article 374(c)), versus certifying that the financial statements reflect the correct state of affairs of a com- pany, unless the report of the board of directors refers 205 to all the accounts and reports, including financial statements presented to auditors for audit. Article 374(d) permits the assignment of an au- ditor to duties other than auditing. In Ethiopia, for example, auditors act as liquidators and appraisers. The effect of these functions on the auditor's independence and qualification is not, however, given adequate consid- eration. Even in America and other advanced countries, the question of how the qualification and independence of the auditor is affected when he performs duties other than auditing is still a debatable issue, but the organ- ization of accounting professions and their codes of pro- fessional ethics are constantly giving adequate consider— ation to such problems. However, in Ethiopia, in the ab- sence of an accounting profession, the problem is magnified and the qualification and independence of the auditor be— come vulnerable. Article 375 states that (l) The auditor shall submit to the annual general meeting a written report on the manner in which they have carried out their duties and their com- ments on the report of the board of directors. (2) They shall recommend approval of the accounts and make such comments thereon as they think fit or refuse to recommend approval, giving reasons for referring the matter back to the directors. 206 (3) They may comment on the proposed distribution of profits. (4) The general meeting shall not consider the balance sheet in the absence of a report under sub-art.(l). Article 375 is very important in the sense that perhaps it is the only article that is close to specifying Standards of Rgporting. Article 375(1) requires that au- ditor(s) submit a written report to the annual general meeting (a) indicating the manner in which he has carried his duties. This is covered by Auditing Standards and Procedures, specifically those relating to General Auditing Standards and those Standards of Field 2126';- (b) Commenting on the report of the Board of Directors: This report is solely prepared by the Board of Directors. It consists of brief general progress report indicating any new events which the Board deems necessary to bring to the attention of the shareholders. In this situation, the auditor is actually being called upon to comment on the re- port of the Board of Directors, testifying on the progress report. This is something above and be- yond expressing an opinion on the financial state- ments accounts, and records of the company. Per- haps this is why most of the auditors in Ethiopia "1r 207 have rather preferred to say that they have "no comments to make" in the report of the directors. (See exhibits of Audit Reports and Directors' Reports, pages 208—215.) Let us consider the latter part of provision 375(1) (or as explained in point (b) above) in conjunction with provision 375(2) where the auditor is also required to recommend with comments for the approval and disapproval of "the accounts." First, we are not quite sure what "the accounts" refers to. But, if we presume the "accounts" to refer to "the results of operations being accounted for" by the Board of Directors (management), which is, in fact, what the Board of Directors' report and financial state- ment contain, then, both provision 375(1) and 375(2) taken together can be interpreted as requiring the auditor in his report to comment and recommend for approval or disapproval of "the accounts” (Board of Director's report and financial statement) as submitted to him by the Board of Directors (management) and audited by him. Especially if we accept the concept that management is solely responsible for all the accounts being submitted and reported to auditors while the auditor acts on behalf of the shareholders to examine the reports (financial statements and reports) submitted to shareholders. Viewed this way, the auditor is to express an opinion on both financial statements and the Board of Director's report when commenting. Thus, EXHIBIT I BAHR-DAR TEXTILE MILLS (Share Company) As a result of restricted production dufing the period under review no provision has been made 1W of fixed assets. We have received no Wee mentioned in Note 3. Subject to the foregoing, in our opinion, the above balance sheet and the annexed profit and loss account p Winn of the Bahr-Dar Textile Mills 5. C., at 30th June 1962 and the results of its operations for the period from llth May 1961 to 30th June 1962, in conformity with 8W. Our examination was made in accordance with generally accepted auditing standards and accordingly included such tests of the accounting records and such other auditing procedures as we considered necessary. We have no comments to make on the report of the directors and, pursuant to Article 375 of the Commercial Code of Ethiopia, recommend approval of the above mentioned accounts. Addis Ababa, 14th jammy 1963 PRICE WA TERHOUSE PEAT G CO. AUDITORS 208 EXHIBIT II REPORT OF THE AUDITORB TO THE MEMBERS OF TERDAI'IO PLAR‘I'ATIORB SHARE COMPANY We have audited the books and accounts of Tendaho Plantations Share Company, in accordance with the Commercial Code of the Empire of Ethiopia of 1960 and generally accepted auditing standards, for the year ended 30th June, 1968, and have obtained all the information and explanations which we have considered necessary for the purposes of our audit. Under the terms of article 356 of the Commercial Code of the Empire of Ethiopia of I960 we report that:- (a) Mitchell Cotts &~ Company (Ethiopia) Limited, with whom Tendaho Plantations Share Company has made a Managing Agency Agreement, is a company of which some of the Directors are also Directors of Tendaho Plantations Share Company. The agreement received the prior approval of the Board of Directors. Mitchell Cotts & Company (Ethiopia) Limited has been paid a managing agency fee and has been reimbursed for services in accordance with the agreement and has received interest on monies advanced; (11) MC. Development Finance Limited, a company of which two of the Directors are also Directors of Tendaho Plantations Share Company, has been credited with interest on monies advanced: (c) The Ethiopian Investment Corporation Share Company, which is a Director of Tendaho Plantations Share Company, has received payments for interest on monies advanced. In view of the fact that liability for the claim for compensation for damage to plantations and crops has still not, as yet, been accepted we have been unable to form an opinion as to the value of the claim amounting to $341,650, as incorporated in the profit and loss account for the year ended 301h June, 1967 and shown outstanding in the balance sheet. Subject to the above in our opinion the foregoing Balance Sheet and Profit and Loss Account, which are in agreement with the books, give a true and fair view of the financial position of the company as at 30th June, l968,and of the results of its operations for the year ended on that date. ‘ We have no other comments to make on the foregoing Directors’ report and accordingly, pursuant to Article 375 of the Commercial Code of the Empire of Ethiopia of 1960, we recommend that the above-mentioned accounts be approved. P. O. Box “62 MANN JUDD & Co. Addis Ababa. Chartered Accountants 22nd November, 1968 Auditors of Tendaho Plantations Share Company 209 EXHIBIT III REPORT OF THE AUDITORS TO THE MEMBERS OF GENERAL ETHIOPIAN TRANSPORT SHARE COMPANY We have audited the books and accounts of General Ethiopian Transport Share Company. in accor- dance with the Commercial Code of the Empire of Ethiopia of 1960 and generally accepted auditing standars, for the year ended 5th Pagumen. 1960 and have obtained all the information and explanations which we considered necessary for the purpose of our audit. In our opinion the foregoing balance sheet. profit and loss acount and notes. which are in agreement with the books. give a true and fair view of the state of the Company's affairs as at 5th Pagumen. 1960 (EC). and of its profit for the year ended on that date. “I We have no comments to make on the foregoing report of the directors and accordingly. pursuant to Article 375 of the Commercial Code of the Empire of Ethiopia of 1960. we recommend that the above mentioned accounts be approved. GETACHEW KASSAYE a CO. Certified Accountants (London) P. O. Box 1432. Addis Ababa. 4th December. 1968. 210 ,- EXHIBIT IV REPORT OF THE AUDIT ORS TO THE MEMBERS OF INDO-ETHIOPIAN TEXTILES SHARE COMPANY We have audited the books and accounts of [ado-Ethiopian Textiles Share Company, in accordance with the Commercial Code of the Empire of Ethiopia of 1960 and generally accepted auditing standards, for the year ended 9th September, I968 and have obtained all the information and explanations which we considered necessary for the purposes of our audit. In our opinion the foregoing Balance Sheet and Profit and Loss Account, which are in agreement with the books, give a true and fair view of the financial position of the Company ' as at 9th September. 1968 and of the profit for the year ended on that date. Shantilal & Company (Ethiopia) Limited have been the sole selling agents of Indo. Ethiopian Textiles Share Company since the latter Company commenced trading. Under the terms of article 356 of the Commercial Code of the Empire of Ethiopia of 1960 we are required to report that, in February, 1967, the Company renewed for a period of two years, this contract with Shantilal & Company (Ethiopia) Limited, a director of which is also a director of Indo- Ethiopian Textiles Share Company. The agreement received the prior approval of the Board of Directors, the interested director abstaining from voting. We have no comments to make on the foregoing Directors’ Report to the Shareholders and accordingly, pursuant to article 375 of the Commercial Code of the Empire of Ethiopia of 1960, we recommend that the above-mentioned accounts be approved. ARAYA BEKELE MANN JUDD & Co. ADDIS ABABA Joint Auditors of I7th December, 1968 INDO-ETHIOPIAN TEXTILES SHARE COMPANY 211 ‘E. , EXHIBIT v AUDITORS' REPORT TO THE SHAREHOLDERS OF RUBBER AND CANVAS SHOE SHARE COMPANY We have audited the books and accounts of the RUBBER AND CANVAS SHOE SHARE COMPANY in accordance with the Commercial code of the Empire of Ethiopia of I960 and generally accepted auditing standards for the year ended 30th Sene I960 (7th July 1968), and obtained all the information and explanations which to the best of our knowledge and belief were considered necessary for the purposes of our Audit. The Title Deed of Land is not yet inscribed in the name of the Company. Subject to the abovementioned observation in our opinion, the foregoing Balance Sheet and the Profit and Loss Account annexed give respectively a true and fair view of the Company’s financial position as at 30th Sene 1960 (7th July I968) and if its Net Profit for the year then ended as shown by the Company’s books and according to the information and explanations given to us. Under the terms of Article 356 of the Commercial Code of the Empire of Ethiopia we report that : The Ethiopian Investment Corporation Share Company which is a Director of the Rubber and Canvas Shoe Share Company has received interest on amounts advanced. We have no comments to make on the Directors Report and accordingly, pursuant to Article 375 of the Commercial Code of the Empire of Ethiopia of 1960. we recommend that the abovementioned accounts be approved. NAWAR & CO. Chartered Accountants (London) AddisAbaba 28th Tekemt I961 7th November I968. 212 EXHIBIT VII '_I’EROAI'IO PLANTATIORO SHARE COMPANY OIREOTORO’ REPORT Trading profits of the Company after charging depreciation. administration and other expenses amounted to S l02.I29. Where subsequently realised or committed by contract. stocks of cotton and seed held at 301h June. I968. have been brought in at the amount realised less the expenses of realisation. Stocks still unsold or uncommitted are included at estimated value. The claim for compensation in respect of damage to crops during the accounting year ending 30th June, I967. amounting to $34I,650 is still outstanding. Your Directors are continuing to press the claim with the Authorities for full settlement by way of compensation for the damage sustained. During the year the sum of S 789,788 was spent on various capital works. This expenditure was represented by buildings, canal works, survey and land clearance, agricultural equipment and tractors, plant. machinery, fixtures and fittings and vehicles. Having given consideration to the costs incurred in design work on future development of the plantation and experimental work on improving cotton growing techniques, your Directors have decided to allocate certain charges to Research and Develbpment the effect of which is to increase that account by $24,094. The Concession Agreement with the Awash Valley Authority which has been under negotiation has not yet been concluded. Negotiations regarding the detailed provisions of the Agreement are still in progress. The address that your Chairman intends to give at the annual general meeting will provide a review of the Company‘s affairs. 214 let There has been no change in the Board of Directors, the Auditors or Management of the Company since the last annual general meeting. In accordance with the Articles of Association of the Company. the Ethiopian Imestmcnt Corporation Share Company will be retiring from the Board but offer themselves for re-clection. Notice is given to the effect that three of the present Directors of the Company already hold directorships in Mitchell Cotts & Co. (Ethiopia) Ltd. with whom a Management Agency Agreement. duly approved by the Board. has been entered into and in respect of which fees are paid. Furthermore, the Ethiopian Investment Corporation Share Company itself a Director. and MC. Development Finance Ltd.. a Company of which two of its Directors are also Directors of Tendaho Plantations Share Company, have received or have been credited with interest on monies advanced. Remuneration for the year ended 30th June, I968, paid to Directors, amounted to S l2.290 (fees in respect of services as Directors $ 4,000, remuneration in respect of services under executive appointments $8,290). Auditors' remuneration totalled $9,000. By Order of the Board .of Directors DIRECTOR: Ethiopian Investment Corporation Share Company DIRECTOR: A. D. H. Paterson November, I968 Addis Ababa. 215 216 the recommendation for approval or disapproval of one also entails the recommendation for the other. In fact, according to Article 374(c), the auditor' is supposed to certify (express an opinion) that "the re- port of the board of directors reflects the correct state of the company's affairs," and not certify that the finan- {I cial statements reflect the true or correct state of af- : fairs of a company. i If we interpret "accounts" to refer to financial i E: statements being submitted by auditors to shareholders, then comments and recommendations for approval or disap- proval of accounts constitutes only an expression of opin- ion on financial statements. Assuming "accounts" to refer to financial state- ments (balance sheet and income statement), Article 375(2) indicates that in recommending approval or disapproval of the accounts, the auditor (a) can recommend approval without comments on the accounts; (b) can recommend approval with qualifying comments that he "thinks fit" to be brought out; (c) can refuse to recommend approval "giving reasons for referring the matter back to the directors," thus commenting on his refusal to recommend ap- proval. We consider (a) to be equivalent to issuing an "unqualified 217 opinion," (b) to be equivalent to "qualified opinion," and (c) to be equivalent to either "adverse opinion" or "disclaimer of opinion," or both (see page 171). If such interpretation and intent is explicitly understood, then an adequate and befitting reporting stan- dard for the Ethiopian setting could be developed and the nature of a standard short-form audit report could then be well understood. As it is, the Code gives a lot of leeway in the preparation and interpretation of auditors' reports, in which neither the auditors themselves nor the public (shareholders) seem to understand the nature and objective of the "comments" provided in the audit report. We thus suggest an explicit separation between the board of director's report and auditor's report, and the adequate clarification of their intent. We object to the necessity of having an auditor comment on the board of director's report (which is essentially a qualitative judgment). The auditor's report should be specifically limited to the expression of opinion on the financial statements only, and his recommendation for approval or disapproval limited to the financial statements. To such end, the word "accounts" should be changed or amplified to indicate the proper intent. Afticle 375(4) allows the auditors the Option to make comments on proposed distribution of profits. This option is in addition to verifying the accuracy and 218 correctness of financial statements. Perhaps the ration- ale for this is to guard against the impairment of capital and not to decide on the distribution of profits. If there are proper auditing standards and procedures, such provision would not be necessary, for the needs for such provisions would have been taken care of in the process. Article 376 stipulates: RF (1) Where the auditors find irregularities or breaches of legal or statutory requirements, they shall in— form the directors and, where grave irregularities or breaches have occurred, they shall inform the general meeting. (2) The auditors shall inform the public prosecutor of any matters which wouId appear to disclose the commission of an offense. This provision extends the independent auditor's function beyond the field of the auditing concept. The implied psychological effects on public accounting that arise out of such provision are grave. This is one of the reasons that in underdeveloped countries an auditor is re- garded as a "policeman" or even as an "informer" and "de— tective." As a result, auditing and public accounting in general come to be associated with all the negative moti— vations, while the independent auditor is little appreci- ated as the protector of the interest of all concerned. We recommend that this provision be changed, perhaps to be covered by some other means which assures that the auditor 219 is responsible for seeing that all material facts are ade- quately disclosed and brought to the attention of those concerned. Perhaps American practice would be helpful here. American auditors are not required to "squeal" to the Securities and Exchange Commission. But the corpora- tions themselves must file their financial reports (plus PL other information) with the SEC, and an integral part of these filings is the opinion of the independent auditor, _ who, by professional standards, must take exception to E presentations which do not "fairly present" the affairs of the corporation. _nnditing Practice in Ethiopia In the absence of a public accounting profession and absence of guides in auditing standards and procedures and code of ethics, the standards to be followed in audit— ing and reporting have been left to the imagination of each auditor or auditors concerned. In this part, we shall examine some of the audit reports issued by auditors in Ethiopia in their practice of public accounting. According to the Code, there are three elements that are supposed to be required in the auditor's report to the shareholders: 1. Statement on the manner in which the audit was carried out (Article 375(1)); 2. Comment on the report of the board of directors (Article 375(1)); 220 3. Recommendation for approval or disapproval of "accounts" (Article 375(2)). In addition, Articles 374(b) and 374(c) indicate that the duty of an auditor is: (1) to verify the correctness and accuracy of financial statements (inventory, balance sheet, and profit and loss accounts); (2) to certify that the re- ports of the Board of Directors reflect the correct state of the company's affairs (and not the financial statements or accounts). We will consider these two also to be ele- ments which will somehow be shown in the audit report. Let us examine the contents of the audit reports issued by auditors in Exhibits 1-6 (pages 208ff.), and observe to what extent the above elements are met. 1. Statement on the manner in which the audit was carried. All auditors' reports have a statement to meet such a requirement. But the manner in which the audit is carried by each differs, which is expected. (a) Some state that the manner of their audit was performed "in accordance with generally ac— cepted auditing standards and other procedures as were considered necessary by them." (b) Some state it was performed "in accordance with the Commercial Code of Ethiopia, 1960, and gen- erally accepted auditing standards and by 227 taining all information and explanation that they considered necessary for purpose of audit." 221 (c) Others still state the same as (b) but with more precise wording which indicates that in- formation and explanations were obtained "which to their best of knowledgg and belief were considered necessary" for purpose of audit. Comment on report of the Board of Directors. (a) Majority of the reports state they have "no comments to make." (b) One audit report (Exhibit 2) seems to suggest that on part of its report it had covered the comments on the report of the Board of Direc— tors. We don't know whether the statement "we have no comments to make on report of Board of Directors," which is made by the majority of auditors, is a deliberate avoidance of comments on the report of the Board of Directors; or a coincidence indicat— ing that "no comments" are good comments which signal green lights that all is well. We tend to believe the former to be true, in view of what was said on page 206. Evidently, in such a case the Code's requirement will be violated, and the inclu- sion in the audit report of a statement which in- dicates that all audits were performed in accor- dance with the Commercial Code is untrue. “g: a.m— inun- rw‘ ;._ ...= ”H_: . 222 Recommendation for approval or disapproval of "ac- counts." All auditors seem to uphold Article 375(2) requirements, and all of them make specific points for recommending approval of accounts in their au- dit report. However, due to the confusion of the nature and objective of "comments" involved in the audit report, it is very obscure to determine whether the auditor is expressing unqualified, or qualified, opinion in recommending accounts for ap- proval. As was indicated earlier, there is also some hazy meaning involved in the recommendation of "accounts" for approval, that is, whether it is approval of reports of Boards of Directors and financial statements, or the approval of financial statements only. However, most of the audit re- ports make a point that they are recommending for the "approval of above mentioned accounts," which reference is to the financial statements (balance sheet and profit and loss accounts). Verification of the correctness and accuracy of financial statements. We assume that they all try to do so, but the manner in which they verify may differ. Our concern here is with what they consider verification. (a) Some seem to consider the conformance with generally accepted accounting principles. 223 (b) Others, the most recent ones, seem to consider only the agreement of the financial statements with the books. Thus, the process of verifi- cation by the auditor seems to concern only whether the balance sheet and profit and loss accounts are in agreement, which we find to be inadequate. Certifying that the report of the Board of Direc- tors reflects correct state of the company's af- fairs (Article 374(2)). First, most of the audit reports do not "certify" but express opinion on the correct state of affairs of the company, which we find to be quite an improvement on the part of practicing public accountants' conscience and cautiousness, as opposed to the provisions of the Code. Secondly, most of them do not express opin- ions (or certify) on the Board of Directors' re— port or use it in indicating ”the correct state of company's affairs." Instead, we find them express- ing opinion on the financial statements of the company "as giving true and fair view of financial position of company." Again, we find the practice showing better interpretation and more adequate and modern terms cautiously in its audit report. Of course, this is different and in contradiction to what is provided and required by the Code. 224 Thus, we see that the audit reports in Ethiopia (a) vary in form and size, (b) vary in the way they refer to the Commercial Code, and (c) differ from what is pro- vided for and required by the Code. In general, the au— ditor's reports are much more cautiously and conscientiously prepared, and tend to reflect better understanding of au— diting principles and reporting standards than do the Code's provisions. But still the audit reports are far from being adequate and leave something to be desired in (W 1 terms of portraying the proper meaning and purpose of the audit report. Certain parts of the audit provisions in the Code and the audit reports in practice seem to be much closer to the Italian report of the Board of Auditors, especially in the way auditors "recommend for approval" the Board of Directors' report or proposal, though the Ethiopian audit reports are not as clearly stated and worded as the Italian audit reports (see page 191). This similarity is indeed surprising, given the fact that the Commercial Code is based on the French code. Need for Public Accounting in Ethiopia First, we can say that public accounting in Ethiopia is needed simply because the Commercial Code re- quires audited financial statements. Thus, if audited financial statements are to be made, a qualified auditor 225 is required, and the need for public accounting becomes a legal requirement. The Code, however, does not define as to who is an auditor, or what his qualifications are. Be- yond what is mentioned in Article 374 with respect to his duties, in Article 380 with respect to his liabilities, and Article 370 concerning his eligibility for appointment, P- the Code is totally silent in indicating the qualifica- tions of an auditor. Secondly, even if the Commercial Code did not re- w quire it, public accounting is essential to a well-func- tioning capital market, an important element in economic development through private investment. As was discussed in Chapter III, there is a firm commitment in Ethiopia now for the formation of an impersonal capital market and for efficient mobilization of capital as part of the economic development process. The impersonal market is character- ized by dispersed ownership and absentee owners. Public accounting becomes essential to protect the interests of absentee owners. It is essential to lend meaning and credibility to the financial statements submitted by man- agement, and thus to inspire confidence in stockholders to invest in the share market instead of saving in the traditional way by hoarding and purchase of land. Reli- able independent audits of financial statements and rec- ords are also necessary for the lending and borrowing operations or the establishment of the productive credit 226 system, particularly on the firm level. But the confi— dence in and reliability of reported financial statements is attained only through higher standards of reporting (financial accounting) and professional auditors whose opinion can be trusted and relied upon; thus, the need for public accounting and a public accounting profession. With the growth of the industrial and commercial sector and the increase in the number of firms newly established, the de- mand for public accounting is going to increase. It is also natural to expect the demand for his services to be . extended beyond the audit of financial statements alone. In fact, he already is called upon to act as liquidator and appraiser. 22 that in 1965 It is reported by David C. Klein there were a little over 100 share companies in Ethiopia, while by 1967 the registered share conpanies had risen to 160. The presently known persons or auditing firms prac- ticing public accounting in Ethiopia are listed in Table VII-l. Out of these, about eight of them can be considered to be "qualified" public accountants. These are the five public accounting firms with home office outside Ethiopia, two Ethiopian firms headed by Ethiopians, 22David C. Klein, Lecturer in Accounting, College of Business Administration, H.S.I.U;, "Public Accounting in Ethiopia," Ethiopian_§usiness Journal, Vol. V, No. 1 (June, 1968). Puinshed by the Business Students' Associ— ation, College of Business Administration, H.S.I.U., Addis Ababa, Ethiopia, pp. 21-23. 227 .mmma .Hmaumums pmemaflnsaes =.maaoaeum ea meanesouu< UHHQSQ do roommmcm: mom .DHmm up cowumuumHCHEo< moccamsm mo cmoHHou us some .ummd .owcwx moddcroo one “Asmtvomav DHmm can mo whammm< moccamsm mo pcmoamcum oua> on .umm4 can «mu .ccou Homm .uo >9 madcacum CH ocummmua coaumeuomcfi mo hc>u5m achHEdHouQ do pondma mafiuflos< Axwamdoa>aoca msfiuauumumv mamxum ohmu< segueps< .66 new enema cosmoimuuom semamaflmsez mowwaos< .mmlmcm m>pmmmu zumupuwMI. .mcmmaowrwu Qmmdx NHHMUHMHummn uoz aumfiaama oncoma< czocx maamuamauuam uoz Huumcaamm coupon“ czocx maamuamwummm uoz A.unv nusm muoum>amm mumsm< CH czodx NHHmUHMHuch uoz acccucoz ocmwawsw >Humoe ewumficoammm: czocx >Hamuawwucam uoz oua5<.o OHHHDE me czocx mGOHumu czocx madeHmaucmm uoz HHHunHueU ouncnom tdmaacsv now: mdmwacuH czocw,>HHMUHMHqum «oz- IHNSGchHmcm>OHw ma cocoon mEuHm umfiwp c3ocx meMUHMHucmw uoz numnuo czocx no: czocx haamUHmHqum uoz mnmn< mfiood .comumasw oucmuh :chHumUHMHHMSU: czocx >HHMUfiwHqum woz amend mfipmw .mmmHeEO£B mmHOUHz .mccHQOHQMMIcoz :owamwams : mcua>umm mcfiwcsouum umEWOImcm mcwufios< sneak mampe ..oo mew mHoHom .Hmcmfiowom an cooper .maaoanum omen chn .EHHM mdmwcsouom UHHflmP mmua>umm mcfiucsouum encn< mHop< umnuo one OCHDHDD< ..ou a wanna: a hmccarz .m mcUH>ucm mcfiucsouum umeoo pew seepaps< agape mappe ..oo e essences: .6 mcuw>umm adapcsouum umeeo pep meeuaps< mnmn< mapp< ..oo o umzmz .m mcua>umm meaucsouum mqum< 6cm :ocawaamsoe umeeo pew mefioaps< meae< mappe ..oo a swamps .N .aaaoaepu mean mcuw>ucm mcflucoouum encn< mHoo< tuzo uuammo mac: new: nonuo one mafiufios< ..ou a poem mmsonumum3 muaum .H mEuam mdaucsouum Uganda poeuomucm xuoz mo mama mmEmz =m:0fium0Hmanc:U: one HIHH> flflm<fi .muaamcoaumc .camawo Hnly to prescribe its powers and duties and to work through ssub-committees and other necessary agencies, as specified c>n page 243, Chapter VII. 3. The educational requirements proposed in the chaft legislation should be increased to correspond to the four years of accounting and general business educa- tion curriculum at the CBA. 278 4. The curriculum for accounting majors at the CBA should be improved to include: (a) accounting theory, (b) analysis of accounting provisions of the Commer- cial Code, (c) auditing problems in Ethiopia. Perhaps the general credit hours required for graduation at the HSIU should be increased to improve the quality of education and to assure the essential coverage of educa- tional material. BIBLIOGRAPHY .fd'. 1.; BIBLIOGRAPHY Books and Monogpaphs Agarwala, Amar N. Educatign for Business in a Developing Societ . International Business and‘EConomic Studies. East Lansing, Mich., Michigan State University, 1969. American Institute of Certified Public Accountants. Accounting Research and Terminolo Bulletins. Final edition. New York: AICPA, 196i. . Committee on International Relations. 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New York: The Macmillan Company, 1952. , and Paton, W. A., Jr. Corporate Accgnnts_and Statements. New York: The Macmiilan Company, 1955. Planty, Earl G. The Role of the College of Business Admin— istration at H.S.I.U. A reporttprepared for the President of the HIETI.U. in Ethiopia, Addis Ababa, 1965. Robinson, Ronald. African Develo ment Plannin . Impres- sions and papers of the Camhridge Conference on DevelOpment Planning, 22 September to 5 October, 1963, at Queens' College, Cambridge, Cambridge University. Overseas Studies Committee. 284 Salmonson, R. F. Basic Financial Accountinngheor . Balmont, Calif.: desworth Co., Inc., 196 . Seiler, Lee J. The Function of Accounting in Economic Envelgpment: Turk§y_as A Case Study. New YOrk: Fredérick A. Praeger Publishers, 1 7. Shannon, William H. ‘nccounting‘nnd the Law. St. Paul, Minn.: West Publishing Co.,ti957. Sprouse, Robert, and Moonitz, Maurice. ‘é_Tentative Set of ram Broad Accounting Princi les for Business Enterprise. Accounting—Research gtudy No. 3. New York: AICPA, 1962. Tobin, James. National Economic Policy. New Haven: Yale . University Press, i966. 4? IL? U1 Haq, Mahbub. The Strategy of Economic Plannin : A Case Stud of Pakistan. Karachi: Oxford Univer- sity Press, Pakistan Branch, 1963. Van Arkadie, B., and Frank, C. Economic Accounting and T—‘_— Development Planning. Nairobi: Oxford University Press,‘I966. Von Pishcke, J. D. Shares and Share Tradin in Addis Abbeba. Addis Ababa, Ethiopia: Haiie SeIIassie I University, College of Business Administration, 1968. Webster's Seventh New Collegiate Dictionagy. Springfield, Mass.: . C. Merr am Co., 1 . Articles American Accounting Association, Committee on Concepts and Standards. "Inventory Measurement: A Discussion of Various Approaches to Inventory Measurement," Supplementary Statement No. 2, Accounting;Review (July, 1964), 700-714. Ashley, C. A. "Accounting in France." Canadian Chartered Accountant, 58 (JUne, 1951). . "The Influence of Law on Accounting in Emerging Nations." Accounting Research (April, 1953). Browne, D. E. "Differences between United States and For- eign Reporting." Financial Executive, Vol. 37 (January, 1963). 285 Domar, E. ”Depreciation, Replacement and Growth." Economic Journal, LXIII (March, 1953). Englemann, Konrad. "Accounting Problems in Deve10ping Countries." Journal of Accountangy (January, 1962). Enthoven, Adolf J. M. "The Accountant's Function in Development." Fund and Bank Review, Vol. 4 (December, 1965TT Ernst & Ernst. "A Supplement: Characteristics of Business Entities, France." International Business Series (December, 1969). Garnier, Pierre. "Uniform Accounting System in France." Canadian Chartered Accountant (Translated by P. F. Oliphant! (JuIy, I962). Gimpel, Bruno. "The Accounting Profession in Italy." Arthur Anderson Chronicle (April, 1956), 124-128. Hatfield, H. R. “Some Variations in Accounting Practice in England, France, Germany and U.S.A." 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"Evaluation of the Accountancy Provisions in Companies Act, Canada, and the Corporation Act, Ontario." Unpublished Doctoral dissertation, Michigan State University, East Lansing, 1962. APPENDIX I PROVISIONS OF THE COMMERCIAL CODE IN REGARD TO SHARE COMPANY APPENDIX I PROVISIONS OF THE COMMERCIAL CODE IN REGARD TO SHARE COMPANY Title VI. Companies Limited by Shares Chapter 1. General Provisions Art. 304. --Definition of share company. (1) A share company is a company whose capital is fixed ' f in advance and divided into shares and whose liabil- E ities are met only by the assets of the company. Art. 306. --Minimum amount of capital and of nominal value of shares. (1) The capital shall not be less than 50.000 Ethiopian dollars. (2) The amount of the par value of each share shall not be less than 10 Ethiopian dollars. Art. 307. --Founders. (l) A company may not be established by less than five members. (2) Persons who sign the memorandum of association and subscribe the whole of the capital shall have the legal status of founders. (3) Where a company is to be formed by the issue of shares to the public, persons who sign the prospectus, bring in contributions in kind or are to be allocated a spe- cial share in the profits, shall have the status of founders. (4) Any person, even though outside the company, who has initiated plans or facilitated the formation of the company, shall have the status of a founder. 287 288 Art. 308. --Commitments entered into by the founders of the company. (1) The founders shall be fully jointly and severally liable to third parties in respect of commitments entered into for the formation of the company. All persons who have acted in the name of the company before its registration in the commercial register shall be similarly liable. (2) The company shall take over these commitments from the founders and refund the founders with all the expenses made by them insofar as such commitments and expenses were necessary for the formation of the company or ap- proved by the general meeting of the subscribers. (3) Where the company is not established for whatever reason, the subscribers shall not be liable for the commitments or expenses made by the founders. Art. 309. --Liability of the founders. (1) The founders shall be jointly and severally liable to the company and third parties for any damage in connec— tion with: (a) the subscription of the capital and the payments required for the formation of the company; (b) contributions in kind as provided under Art. 315; (c) the accuracy of statements made to the public in respect of the formation of the company. (2) Claims for damages under this Article shall be barred after five years from the date when the aggrieved party knew of the damage and of the person liable. There shall be absolute limitation after ten years from the date when the act complained of took place. (3) Nothing in this Article shall affect cases where the liability of the founders arises from the commission of a criminal offence. Art. 310. --Limit of profits which may be allocated to the founders. (1) The founders may, for a period not exceeding three years, reserve personally to themselves in the memorandum of association and in addition to their rights as share— holders, a share which shall not exceed one fifth of the net profits in the balance sheet. '1. '!-§" ‘1‘ 289 (2) No other advantage to founders may be provided in the memorandum of association. (3) The benefits provided by this Article are personal to the founders but no founder shares may be issued. Art. 311. --Members reduced in number below the legal minimum. ‘ (1) No company shall remain in business for more than six months after the number of members is reduced to less than five. Every member aware of such reduction shall be personally liable for the debts contracted thereafter. (2) Where the members are less than five in number or the company does not possess the prescribed organs, the court may order the winding-up of such company on the application of a member or creditor. The court may adjourn its decision upon such term as it thinks fit to permit of the reorganisation of the company and order such conservatory measures as may be necessary. Chapter 2. Formation of the company Art. 312. --General requirements in respect of formation. (1) A share company shall not be formed until: (a) the capital has been fully subscribed; (b) one quarter at least of the par value of the shares has been paid up and deposited in a bank, in the name and to the account of the company. (2) Sums deposited under sub-art. (1) shall not be paid over to the legal representatives of the company until registration in the commercial register has been effected. (3) Where registration has not been effected within one year from deposit in a bank, the sums deposited shall be re- paid to the subscribers. Such repayment shall be ef- fected by the founders who shall be jointly and sever- ally liable. After one year such sums shall bear interest at the legal rate. Art. 313. --Memorandum of association. The formation of a company shall be by public memorandum which shall contain: 290 (l) the names, nationality and address of the members, the number of shares which they have subscribed, provided that a member may not subscribe less than one share; (2) the name of the company; (3) the head office, and the branches, if any; (4) the business purposes of the company; (S) the amount of capital subscribed and paid up; (6) the par value, number, form and classes of share; (7) the value of contributions in kind, their object, the price at which they are accepted, the designation of the shareholder and the number of shares allocated to him by way of exchange; (8) the manner of distributing profits; (9) any share in the profits allocated to the founders and reasons for such share; (10) the number of directors and their powers and the agents of the company; (11) the auditors; (12) the period of time for which the company is to be established; (13) the manner in which the company will publish its reports. Art. 314. --Articles of association. (1) The articles of association which govern the operation of the company shall be drawn up by the founders in ac- cordance with the law. (2) Articles of association may follow the model supplied by the Ministry of Commerce and Industry with any necessary modifications. (3) Articles of association shall be deemed to form part of the memorandum of association and shall be attached thereto. Art. 315. --Valuation of contributions in kind. (1) A member who makes a contribution in kind shall file a report made and sworn by experts appointed by the Ministry of Commerce and Industry. Y's—Wu... 291 (2) The report shall contain a detailed description of the property contributed, the value given to each item and the method of valuation. It shall be annexed to the memorandum of association. (3) Within six months from the date of formation of the com- pany the directors and auditors shall verify and, where necessary, review the valuation given in the report. The shares representing contributions in kind shall remain deposited with the company and may not be assigned until the valuation has been verified. (4) Where verification under the sub-art. (3) results in the value of the contribution being lowered by one fifth, the value of the capital shall be reduced accordingly: pro- vided that the contributor may make good the difference or shall withdraw from the company. (S) The provisions of sub-art. (3) and (4) shall apply not- withstanding approval having been given to the report under sub-art. (l) by a general meeting of the subscrib- ers. Art. 316. --Formation as between founders. Where shares are not offered for public subscription, the founders shall show in the memorandum of association: (1) that all the shares have been allocated; (2) that the sums have been deposited in the manner required by Art. 312 (1) (b); (3) that the provisions of Art. 315 have been applied to contributions in kind; (4) that they have provided for the administrative organs of the company. Art. 318. --Prospectus. (1) An offer to subscribers shall be made by a prospectus signed by all the founders and shall contain: (a) the text of the draft memorandum of association; (b) a summary of the principal provisions of the ar- ticles of association; (c) a summary of the expert report under Art. 315, if any; 292 (d) the date until when the subscribers may be required to discharge their obligations; (e) the price at which shares are to be issued; (f) the amount to be paid up on the shares until the general meeting of the subscribers; (g) the place where applications and payments shall be made. {I (2) COpies of the prospectus and of the expert report shall be made available to all persons who may wish to sub— scribe. Art. 324. --Effect of publicity. (1) Where publication and registration have been made, the 3 company shall have a legal existence and personality notwithstanding that all the legal requirements relat- ing to the formation of the company have not been com- plied with. (2) Where the interests of creditors or shareholders are endangered by the legal or statutory requirements not having been complied with, the court may, on the appli- cation of any such creditor or shareholder, order the dissolution of the company and such provisional measures as may be necessary. (3) An application not made within three months from the date of publication in the Official Commercial Gazette shall not be considered. Art. 326. --Price at which shares issued. (1) Shares may not be issued at a price lower than their par value. (2) Shares may be issued at a price greater than their par value where such issue is provided by the memorandum or articles of association or decided by an extraordinary general meeting. The difference between the par value and the price at which shares are issued shall be known as a premium. Art. 332. --Purchase by the company of its own shares. (1) A company may acquire its own shares where: (a) the acquisition has been authorised by a meeting of the shareholders; and 293 (b) the purchase price is made from the net profits of the company; and (C) the shares are fully paid. (2) The directors may not dispose of shares thus purchased and the voting rights on such shares shall be suspended. (3) The provisions of sub-art. (1) shall not apply where the purchase has been decided by an extraordinary general meeting to reduce the capital. (4) The provisions of this Article shall apply where a com- pany receives its own shares in pledge. Art. 335. --Classes of shares. (1) The memorandum of association or an amendment thereto by a general meeting may provide for the setting-up of several classes of shares with different rights. (2) All shares of the same class shall have the same par value and the same rights. (3) No change in the rights conferred to a class of shares may be made unless a meeting of the Class of sharehold- ers has agreed under the same conditions as the general meeting having recommended the change. Art. 336. --Preference shares. (1) A share company may create preference shares either in the memorandum of association or by resolution of an extraordinary general meeting. Such shares enjoy a preference over other shares, such as a preferred right of subscription in the event of future issues, or rights of priority over profits, or assets or both. (2) The issue of shares with a preference as to voting rights is prohibited. (3) Notwithstanding the provisions of Art. 345(3), the mem- orandum of association may provide that shareholders who have been given rights of priority over profit and distribution of capital upon dissolution of the company may vote only on matters which concern extraordinary meetings. (4) The number of shares having restricted voting rights under sub-art. (3) may not exceed half the amount of capital. 294 Art. 337. --Dividend shares. (1) A company may repay, from profits or reserve funds, without reducing the capital, to shareholders the par value of their shares. (2) Shareholders whose shares are thus redeemed shall re- ceive dividend shares (actions de jouissance). These shares do not confer any right to that part of the divi- dend representing the statutory interest, nor to repay- ment of contributions upon the dissolution of the com- pany. They retain however a right of vote, unless otherwise provided in the memorandum of association, a right to that part of the dividend exceeding the statutory interest and a right to distribution of a share of the surplus in the winding-up. Art. 353. --Remuneration. (1) Directors may receive a fixed annual remuneration, the amount of which shall be determined by a general meet- ing and charged against general expenses. (2) The articles of association may provide that the direc- tors may receive a specified share in the net profits of a financial year. (3) The fixed remuneration and share in the profits to be allocated to the board of directors shall be allocated in one sum. The board shall arrange the distribution among its members in such proportion as it deems fit. (4) The amount of the share in the net profits may not ex- ceed 10%. This share is calculated after deduction of: (a) amounts allocated to reserve funds provided by law or the articles of association; (b) the statutory dividend, where provided in the ar- ticles of association or where not provided, a sum representing 5% of the paid up value of shares which have not been redeemed; (c) amounts allocated to reserve funds established by resolution of a general meeting; (d) amounts carried forward. (5) In fixing the share under sub-art. (4) regard may be had to amounts distributed or capitalised and charged in a previous balance sheet, with the exception of those arising in a financial year closed before the coming into force of this Code. 295 (6) The director's share in the net profits shall not be paid where no dividend has been distributed to the shareholders. (7) The Ministry of Commerce and Industry, taking into ac- count the special benefits which have been provided to directors having the status of founders and having re- gard to the position of the company and to the salaries and benefits of its employees, may, on the petition of shareholders representing not less than 10% of the cap- ital, order the reduction of the remuneration of the directors where it considers it excessive. Art. 362. --Duties of directors. In addition to their duties under Art. 364, directors shall be responsible for: (a) keeping regular records of the management and of meetings; (b) keeping accounts and books; (c) submitting the accounts to the auditors and an annual report of the company's operations includ- ing a financial statement to the meetings; (d) convening meetings as provided in the articles of association; (e) convening a general meeting without delay where three quarters of the capital are lost; (f) setting up the reserve funds required by law, or the articles of association; (9) applying to the court where the company stops pay- ments with a view either to a composition with creditors or the winding-up of the company. Art. 368. --Appointment of auditors. (1) The general meeting of every company limited by shares shall elect one or more auditors and one or more assis- tant auditors. (2) Shareholders representing not less that 20% of the capital may appoint an auditor selected by them. (3) Where there is more than one auditor, they may exercise their duties jointly or separately. 296 (4) A body corporate may act as auditor. Art. 369. --Nomination and term of appointment. (1) Auditors shall be elected by the meeting of subscribers and thereafter by the annual general meeting. (2) Auditors elected by the meeting of subscribers shall hold office until the first annual general meeting. Auditors elected at an annual general meeting may hold office for three years. (3) When signing as auditor, an auditor shall add the name of the company whose accounts he is auditing. Art. 370. --Persons not competent. (1) The following persons may not be elected as auditors: (a) founders, contributors in kind, beneficiaries hold- ing special benefits, directors of the company or of one of its subsidiaries or of its holdings com- PanY; (b) spouses or relatives by consanguinity of affinity to the fourth degree inclusive, of the persons mentioned in sub-art. (l)(a); (C) persons who receive from the persons mentioned in sub-art. (l)(a) a salary or periodical remuneration in connection with duties other than those of an auditor. (2) Auditors may not be appointed directors or managers of the company which they audit, nor of one of its subsid- iaries or its holding company within three years from the date of the termination of their functions. (3) Reports submitted by an auditor and adopted by the an- nual general meeting shall not, save in the case of fraud, be invalid merely by reason of the fact that the provisions of this Article have not been observed. Art. 371. —-Revocation of the appointment of an auditor. A general meeting may at any time revoke the appointment of any auditor without prejudice to any claim he may have for wrongful dismissal. 297 Art. 372. -~Remuneration. (l) The remuneration of auditors shall be fixed by the general meeting on their appointment. (2) Where the general meeting fails to agree on the remuner- ation of the auditors, the Ministry of Commerce and Industry may on the application of any interested party fix the remuneration. Art. 373. --Professional secrecy. Auditors shall be liable to the penalties prescribed in Art. 407 of the Penal Code for breaches of professional secrecy. Art. 374. --Duties of the auditors. The auditors shall have the following duties: (a) to audit the books and securities of the company; (b) to verify the correctness and accuracy of the inven- tories, balance sheets and profit and loss accounts. (c) to certify that the report of the board of directors reflects the correct state of the company's affairs; (d) to carry out such special duties as may be assigned to them. Art. 375. —-Report to general meetings. (1) The auditors shall submit to the annual general meeting a written report on the manner in which they have carried out their duties and their comments on the report of the board of directors. (2) They shall recommend approval of the accounts and make such comments thereon as they think fit or refuse to recommend approval, giving reasons for referring the matter back to the directors. (3) They may comment on the proposed distribution of profits. (4) The general meeting shall not consider the balance sheet in the absence of a report under sub-art. (l). m. 298 Art. 376. --Auditors to inform directors of irregularities. (1) Where the auditors find irregularities or breaches of legal or statutory requirements, they shall inform the directors and, where grave irregularities or breaches have occurred, they shall inform the general meeting. (2) The auditors shall inform the public prosecutor of any matters which would appear to disclose the commission of an offence. Art. 377. --Calling of general meetings. (1) The auditors shall call a general meeting where the directors fail to do so under the law or in accordance with the memorandum or articles of association. (2) They shall call a general meeting where shareholders representing at least 20% of the capital so request. (3) Where there are several auditors, they may jointly call a meeting in accordance with the articles of association and may, where they think fit, fix for the meeting a place other than the company's head office or other place laid down in the articles of association, but in the same locality. (4) The auditors shall prepare the agenda and a report to be read at the meeting giving the reasons for calling the meeting. One of the auditors shall preside over the meeting. (5) Where the auditors disagree, one of them may move the court having jurisdiction in the area in which the head office is situate for an order appointing an officer of the court to exercise the powers under sub-art. (3) and 4 . (6) Expenses incurred under this Article shall be borne by the company. Art. 378. --Powers. (1) The auditors may at any time make on the spot such au- dits and Checks as they think necessary and may call for any information, agreements, books, accounts, minute books and such other documents as may be required for the proper execution of their duties. (2) Auditors shall be present at shareholders' meetings and at the annual general meeting. 299 Art. 379. --Audit of the accounts of a holding company. Auditors shall exercise their powers under Art. 378 in respect of the accounts of holding companies under Art. 451. Art. 380. --Liability of auditors. (1) Auditors shall be civilly liable to the company and third parties for any fault in the exercise of their duties which occasioned loss. (2) An auditor who knowingly gives or confirms an untrue report concerning the position of a company or fails to inform the public prosecutor of an offence which he knows to have been committed shall be punished under Art. 438 or Art. 664 of the Penal Code, as the case may be. Art. 429. ~-Cases where issue is prohibited. No negotiable debentures shall be issued by: (1) individuals; (2) companies whose capital is not fully paid; (3) companies which have not issued a balance sheet in re- spect of their first financial year. Art. 430. --Maximum amount of the issue. (1) Debentures issued by a company may not exceed the amount of paid up capital shown in the last adopted balance sheet. This amount may be exceeded: (a) where the company's immovable property is mortgaged and the debentures issued do not exceed two thirds of the value of the mortgage; or (b) where the excess over the paid-up capital is guar- anteed: (i) by registered securities or securities issued or guarangeed by the State and the date of redemption is not earlier than that of the debentures; or (ii) by government or public authorities annuities. (2) Such securities shall be deposited in a bank and such part of the annuities shall be blocked in a bank up to the time of repayment as is necessary to meet payments of interest and amortisation. 300 (3) The provisions of sub-art. (1) shall not apply to real estate loan or agricultural mortgage companies. Art. 43].. --Reduction of capital where there are debentures. A company which has issued debentures may only reduce its capital in proportion to the debentures redeemed. Where a reduction of capital is necessary owing to losses, the amount of the legal reserve shall continue to be calculated on the basis of the capital existing at the time of issue for so long as the capital and the legal reserve are less than the value of the unredeemed debentures. Art. 432. ——Premium bonds and bonds at a discount. (1) Bonds may be issued at a price greater than their par value. (2) Bonds may not be issued at a price lower than their par value except in accordance with special laws. Art. 445. --General provisions. Unless otherwise expressly provided by law, the provisions of this Code relating to commercial books and bookkeeping shall apply to the accounts of share companies. Art. 446. --Accounts. Annual report. (1) At the end of each financial year, the directors shall prepare a detailed inventory and valuation of assets and liabilities. (2) They shall draw up a balance sheet and a profit and loss account and prepare a report on the state of the com- pany's activities and affairs during the last financial year. (3) The report shall give detailed information on the profit and loss account, an exact statement of the total amount of remuneration of the directors and auditors, and pro- posals for the distribution of dividends, if any. Art. 447. --Submission of accounts and report to the auditors. The inventory, balance sheet, profit and loss account and the directors' report shall be submitted to the auditors and the Ministry of Commerce and Industry not less than forty days before the notices calling the annual general meeting are despatched. 301 Art. 448. —-Drawing up of the balance sheet and profit and loss account. (1) The balance sheet and profit and loss account shall be prepared each year in the same form as in preceding years and the methods of valuation on the reasoned ad- vice of the auditors. (2) The profit and loss account shall show under separate heads losses or profits arising out of the company's various activities. Art. 449. -—Annexures. A return of liabilities which do not appear in the balance sheet, such as guarantees, shall be annexed to the balance sheet. Art. 450. -—Amortisation and allowances. (1) Provisions for amortisation shall be made each year so that the item to be amortised be written off at the end of its period of use. Where, during the period of amortisation, the rate proves insufficient, such rate shall be increased so that the amortisation corresponds to the depreciation. (2) Provisions shall be made fOr amortisation and allowances for depreciation of assets at the end of each financial year, even where there are no profits. (3) The costs of capital issues and increases shall be amor- tised not later than on the expiry of the fifth financial year following that during which such issue or increase was made. Art. 451. —-Accounts of holding companies. (1) Where a company is a holding company, the accounts of its subsidiaries shall be submitted to the annual gen- eral meeting at the same time and in the same manner as its own accounts. (2) A consolidated balance sheet and profit and loss account shall be—prepared in respect of the holding company and its subsidiaries. (3) The provisions of sub-art. (2) shall not apply where the directors are of opinion that the drawing up of such bal- ance sheet would be impracticable or too onerous, or of little concern to the shareholders on account of the small financial interests involved. 302 (4) The provisions of sub-art. (2) shall not apply if the Ministry of Commerce and Industry approves, where the directors of the holding company are of opinion that the drawing up of such balance sheet could prejudice the com- pany or its subsidiaries, or that the Company and its subsidiaries carry out business of such a differing na- ture that they may not reasonably be deemed to form a single enterprise. Art. 452. --Profits. (1) The net profits comprise the net receipts for the finan- cial year after deduction of general costs and other charges, and of amortisation and allowances. (2) The profit for distribution is the profit for the fi— nancial year less previous losses and plus additional revenue and any distribution from the reserve funds specially approved by the general meeting. (3) The general meeting shall specify the reserve funds from which profit for distribution may be taken. Art. 453. --Reserve funds. (1) Transfers to reserve funds shall be made from the net profits shown in the profit and loss account. (2) Reserve funds shall be as follows: (a) the legal reserve required by law; (b) the supplementary reserve created by an ordinary general meeting in accordance with the articles of association; (c) optional reserve created by an ordinary general meeting in accordance with the articles of associ- ation; (d) free reserve created by an ordinary general meeting there being no special provision in the law or ar- ticles of association. (3) Unless otherwise provided in the articles of associa— tion, reserve funds shall not bear interest. Art. 454. --Legal reserve fund. (1) Not less than one twentieth of the net profits shall be transferred each year to the legal reserve fund until it amounts to one-fifth of the capital. 303 (2) Transfers shall be made to the legal reserve fund where it has fallen below the amount fixed in sub-art. (1). Art. 455. —-Reserve created by issue premiums. (1) Where an extraordinary general meeting has approved an increase in capital, the issue premiums may be trans— ferred to a reserve fund. (2) Only former and new shareholders may share in the dis- tribution of such reserve. Art. 456. —-Allocation and distribution of profits. (1) Distribution of profits shall be effected after transfer to the legal reserve as provided in Art. 454. (2) Unless otherwise provided by law, the balance shall be distributed in accordance with the articles of associ- ation. (3) Payments to directors shall be made in accordance with the provisions of Art. 353. Art. 457. --Fixed or interim interests. (1) The articles of association may provide that a fixed or interim interest shall be paid to shareholders even where there are no profits. (2) Such interest, in a fixed amount, shall be carried to the debit of the installation account. It may only be provided for during the period of preparatory works and construction of the enterprise and shall cease to be payable as soon as normal business begins. The ar- ticles of association shall, within these limits, spe- cify the date when such interest shall cease to be paid. (3) Where the articles of association provide for a fixed or interim interest as defined in sub-art. (l) and (2), such interest shall not be paid unless the articles of association have been published. Art. 458. —-Payment of dividends. Rights of shareholders. (1) Dividends may only be paid to shareholders from net profits shown in the approved balance sheet. (2) Dividends distributed contrary to the provisions of sub- art. (1) shall be treated as fictitious dividends and the persons making the distribution shall be criminally and civilly liable. 304 (3) The date and methods of payment of dividends shall be decided by the general meeting. (4) Up to the date fixed for payment, the general meeting may for good reason vary or cancel decisions of a pre- ceding general meeting concerning the distribution of dividends or reserves. (5) A shareholder shall become a creditor of the company for the amount of the dividend from the date fixed for payment. Art. 459. --Claiming back of dividends. Dividends distributed contrary to the provisions of Art. 458 may not be claimed back from the shareholders, except in the case of family companies or where distribution was made in the absence of a balance sheet or not in accordance with the approved balance sheet. Art. 460. --Effect of approval of the balance sheet. The approval of the balance sheet by the meeting shall not affect the liability of directors, auditors or general man- agers in respect of their management. Art. 461. --Publication of the balance sheet. Within thirty days of the approval of the balance sheet, a copy thereof together with the relevant minute of approval by the meeting shall be sent by the directors to the Minis- try of Commerce and Industry for publication in the Official Commercial Gazette. Art. 463. --Right of withdrawal from the company. (1) Shareholders who dissent from resolutions concerning any change in the objects or nature of the company or the transfer of the head office abroad may withdraw from the company and have their shares redeemed, at the aver- age price on the stock exchange over the last six months. Where the shares are not quoted on the stock exchange, they shall be redeemed at a price proportionate to the company's assets as shown in the balance sheet for the last financial year. (2) Where shareholders wish to withdraw under sub-art. (1), they shall notify the company by registered letter: (a) within three days from the meeting, where they have taken part in such meeting; or 305 (b) where they were not present at the meeting, within fifteen days from the publication of the resolution in the Official Commercial Gazette. (3) The provisions of this Article shall apply notwithstand- ing any provision to the contrary in the articles of association. Art. 464. --Increase of capital. Procedure. (1) The capital may be increased by the issue of new shares or by an increase in the par value of existing shares. (2) New shares issued may either be paid up: (a) in cash; (b) by paying off current debts with shares; or (c) by capitalisation of reserves or other funds at the disposal of the company; or (d) by conversion of debentures into shares. (3) An increase of capital by increasing the par value of shares may only be effected under Art. 425 (2) where such increase is not paid up by capitalisation of re- serves or other funds. Art. 466. —-Period for effecting an increase of capital. A resolution of a general meeting to increase the capital under Art. 465 shall become of no effect if not carried out within five years unless the increase is by conversion of debentures. Art. 467. --Capital to be fully paid before a new issue. Where a company whose capital is not fully paid increases its capital by a new issue of shares to be paid up in cash or of convertible debentures, such issue shall be null and void. Art. 482. -Capitalisation of reserves. Subject to the provisions of Art. 454 (2), an extraordinary general meeting may decide to increase the capital by trans— ferring thereto the whole or part of the reserves and to vary the articles of association accordingly: Provided that, where the legal reserve is so transferred, no distri- bution to shareholders may be made until the legal reserve is restored. 306 Art. 483. --Amortisation of capital. (1) Only the articles of association or a resolution of an extraordinary general meeting may authorise amortisa— tion of capital. (2) Only profits and reserves other than the legal reserve may be used for such amortisation. (3) Amortisation is effected by the redemption of shares within the same Class. The date on which shares shall be redeemed may be selected by drawings. (4) Reduction of capital shall not result from amortisation. Art. 484. --Reduction of capital. Proposals for a reduction of capital shall be sent to the auditors not less than fifteen days before calling the meet- ing to approve such reduction. The auditors shall report to the meeting their opinion and the reasons therefor on the proposals. Art. 487. --Manner of reduction. (1) A reduction of capital shall be effected: (a) by reducing the par value of shares; or (b) by exchanging old shares for a lesser number of new shares. (2) Where a general meeting resolves that a reduction of capital shall be effected as provided in (b), the share— holders holding an insufficient number of shares to be exchanged shall within the period fixed by the meeting make up the number of shares to a number which can be exchanged or dispose of their shares to another share- holder. Art. 488. --Preservation or conferral of rights on share- holders. A general meeting may in a resolution authorising a reduc- tion provide that the shareholders shall be paid as a com- pensation for the reduction of the number of their shares or of the par value thereof an amount corresponding to the reduction, before any distribution of profits is made in any financial year. 307 Art. 489. —-Rights of creditors. Where the Claim of a creditor holding rights prior to the publication of the reduction of capital is not paid or such creditor is not given adequate guarantees for the payment of his claim, he may oppose the adoption of a resolution under Art. 488 or any distribution of profits until the capital is restored to the amount existing at the time when the claim originated. Art. 490. --Reduction of capital below the minimum required by law. (1) Where, by reason of losses, the capital is reduced below the minimum permitted in Art. 306(1), the capital shall be increased to the minimum required in Art. 306(1) within a period of one year from the date of publication in the official commercial gazette in accordance with the provisions of Art. 485. (2) Nothing in this article shall affect the rights of creditors under Art. 489. (3) Where the increase of capital required by sub-art. (l) is not effected or the company is not reorganised, the dissolution of the company may be ordered by the court upon the application of any interested person. Art. 493. --Rights of creditors. (1) Any creditor holding rights prior to the publication in the official commercial gazette under Art. 485 may, where the reduction of capital is in an amount exceed- ing 10%, object to the resolution within three months from such publication. (2) The court may disallow such objection or order the com- pany to pay the claimant or to provide adequate guarantees for payment. (3) No reduction of capital may be effected until the period specified in sub-art. (1) has expired. Art. 509. --Preservation of the books. (1) The books of a company which has been dissolved shall be deposited with the Ministry of Commerce and Industry where they shall be kept for ten years. 308 (2) They shall be open to inspection after payment of the prescribed fee. Art. 538. --Auditors. (1) Where a company consists of more than twenty members, not less than three auditors shall be appointed in the memorandum of association. (2) Auditors may be re-elected at such periods and under such conditions as may be provided in the articles of associ— ation. (3) Auditors may be dismissed as provided in the articles of association. Failing such provision, they may be dismissed as provided in Art. 535. (4) The provisions of Art. 374 and 378 shall apply to auditors. (5) Auditors shall be liable, individually or jointly and severally, to the company and third parties for any fault or negligence in the execution of their duties. (6) Auditors shall not be civilly liable for offences com- mitted by the managers, unless they were aware of such offences and failed to report them to the meeting. APPENDIX II THE PLANNING ORGANIZATIONS OF ETHIOPIA APPENDIX II THE PLANNIN G ORGANIZATIONS OF ETHIOPIA 1. Planning Board The Planning Board ' is presided by His Imperial Majesty Haile Selassie I. The members of the Board are: His Highness Crown Prince Merid Azm-atch Assfaw Wossen, the members of the Crown Council, the Prime Minister and the Ministers of the Crown. This Board is a policy making body, and meals from time to time to review the overall economic and social situation, and to decide upon major development policies- Il. Planning Board Executive Organ ' The Planning Board Executive Organ is chaired by HE. Tsehafi Taezaz Aklilou Ha-bte Wold, Prime Minister and Minister of the Pen. The members of the Executive Organ are: The Ministers of Finance, Agriculture, Commerce and Industry, Public Works and Communica- tions, P.T.T., Community Development, Public Health, Education, Information, Mines and State Domains. and Governor of the State Bank of Ethiopia. The Planning Board —— Executive Organ is the Executive Body of the Board. It initiates economic and social development policies and measures and gives instructions to Ministries, the Planning Office. technical agencies and other Government and private agencies for the elaboration of economic and development surveys, annual plans and medium and long-term plans. It is responsible for the follow-up of the implementation of the development plans and for the oo-ordina- tion of the economic and social development of the Nation. . III. The Planning Board Technical Coordination Committee This Committee is chaired by the executive head of the Office of the Planning Board. The members of this Committee are executive heads of Planning Units, “ established in the Ministries and/[or agencies dealing with economic and social development. The Com- mitee reviews the various proposals and recommendations of the Office of the Planning Board and submits its recommendations to the Planning Board Executive Organ. ‘ The Planning Board. Executive Organ and Planning Board Office have been set up by Imperial Order before starting the first Fiv Y Plan. " SeeV. ofthiaAppendix e- car 309 310 A: 001. .008 Lao—0.5.. 05.. 5 00.0.0 .0 055.00 5.0 008.00... .500. $030.50 05 05 5.08595 .0. 5580000.. 000 5.0 .850 80805005. .0 05.00000... 05. 5 000300.00 5.0 0.055.02— 05—35 3050.5. .050 5.0 505.....m .0 00.0800 «0 00580.5 04. .05000w4. .85....552 05.0000m .330... 3083.0 E 80qu 05.09am 1.00m 95.803 05., .0 05.5000... .005“. 05. 05:... 433 v.00m $5.85.— 05. .0 809.0 005.0 05. 5.0 §0u< 7505008 0... .0025 15.5.05 7.3000 0... 0003— 95.803 050 no 05qu 05,—. . A5 001. 8080503.. .0 0000.058. 0.... .3... 85004008 70552.0 ..0 .0 5.03 $5.80...— 05. 005... a... .0. 0.0 5:..." .0080503G 5.0 >000m< 75.5005 0...... 3.8033... 08 .86.. 3038.. .5 0058800 05. .0 J33 05. 553 600000.30 5.005.. 5 £553 >0n0m< 3 .5055: 0 mo 0500.00.00.30 05. x.— m.050.~0 5 00.58 .50 .80 4803.80 on... .o 5.52.. 2.. .5... .58.... 2.. .s 005C 05. 5.0 3.00.. 808150.05. 05 5 05000w< .30 .5555: 00.5800 05.01534 00.58800 8080—..0m 5.0 8.50% 5.0.— 0.0580”. 808050.009 —500m . 00.58800 5.0.8 00.58500 5.0.0 5.0 02.05% 00.58800 808.002.— _...0 95.805 .— .m...30:0.u 2.5505. 5.0 05.051360 7.007.558 ...0.5 .5 55:30.0. 000058800 055.05 5. Q5353. 05. 0.0 0.0:. .0350 5005.008 809A. $5.85.— 05 0. 8552.0 :— 8o£aaoo 0305.0 .5 0505013056 03.8800. 05.08—50.09. 10:38 100895.08: 0.1.0.808050” .§<00\_.8§0.” .1. 0500* 5.0 0.035. 05 .0 433 0A. .0095 5.0 382.00....0 o. 35> 0 £53 6808.0005— —...0ofl 95.005.— 05 55.. 5.00.5. ~05. 0. $203880 .. .8: ”8803 £000 .0 100.— 059 600.800 u. . . . . 550... 5.0 5.33 5000000.. 5.0 3.001. 1.3... .0 053808035 «0 00.800 0.4. 5 5.0 85.051300 :5 801— 80805051 0.... 95.0000...— uo 00800 05. 5 0500000 5.0 050.55: .050 .0 5:: 958.0: 05. £53 5.0 _...00fl 95.80; 05. be 05.5 04. 553 .350: 5 1.00 .0555: 5.— 3 55:30.0. 5 509 95.803 5000 .0 $00.— 0...—. 5.000.— 25805 050 «0 80.0 2.. .0... :58. .8... s.2. 03. 3.5.... 3.... .80... 59.9.00 1808.305. 5.0 801. 80800—35. 0... .10 05.02.085.55 0... 00.30:... 5.0 0.000.... 0. 655.02 5.0 5000000.. £50630 5.0 050.55: 505. .0 0555.00 050 00—0 0. 000 .50: 95.85..— 0‘. no 2.5.003 05,—. 4008:0030 0... .0 555.20 .500. >5 15.00.— .5000: .0\1..0 05.552 05.00000 0... 5 0050:5000 0.0 5.5 $5.80: 1 1 050.30% 3%.... 8.33... 2.98.0 2.. a. 5.0.. 0305... .0 .3033 $550.. .80 5.03 5000000.. 5.0 . . o . 00—.— 808050>0w 0.2 no 05.02.085.75 5.0 85.05—03.00 85.0.0023 0.... $5830.30 2.5.0500»... 785.8 .055 .0 :03 .0 $800000 .0 000.00. 0.050% 5.0 .5000: 65.0.55: 0.! .53 5.005.. ~05. 3 5.0 05.5 05. 00.55800 3 00.030080 5 03 6.05.008 30.. .053 ~80 005.00.. .0 5.00.. 40.000“. 80.3 0 .3 5.0 5.0..— .385. 0 h.— w0.530 5 0: 5.000m 05. .0 80.0.3 0.5...00um 0... 5 1.00m 95.805 0... .0 05qu 0... .0 1003 0.3. 650....»0 0005.... 5.0 808000.30 05. .05....552 0:. 800m 5.33 0: 0. $0.50.. 300. 8:50.. 005.0 :0 5.0 .3300. 5.0 0.0.. ~05 45.0... 1500. 5.0 580.300 0. 20000 2.05 0. 5.8030080 5 S .30....00 $5.50.. $508.. 5.0 05.05300 50.0.0.0. .500. 5.0 580.300 $5.130 . A: :01— 05 .0 10300808508. 05 .0050 00.300. 85.0503 . .5001. 808050.05. 0... .0 05.00000... 05. .00 $5.030 5 80w00 $5.803 005.0 5.0 .5055.“ .0 00.08800 .0 00:80.5 0.... .0530 80.5.02.— 05 $520.55.. .5 580—0m 0:0: 05.552 35.0.. .0 509 $58.05 0... £000}. 758.00% 0... .0520 1.5.5.05 1.0800 05. 55.: 00.0.3000 05qu 55,—. .5053 0 .0 2.093 95.801. 0... 0?.0. 0. 30.. 15.500. 0 .05 5 809.3 0......00xm 5 5.0 1.00m $5.. .005 05. «0 8.00.0095 0A. 5 1.00m 05.80..— 04. .0 05:0 0.; Eden 058.5.— 05 .0 0080 on... .2 APPENDIX III INCOME STATEMENT AND BALANCE SHEET OF THE BARR-DAR TEXTILE MILLS SHARE COMPANY APPENDIX THE BAHR-DAR TEXTILE MILLS III SHARE COMPANY no." I.” Loss H.300“ m “I. 'IIIIOII III!" m M" I.“ To ann- JIIII 1.82 Finished products Sundry Insurance claims Rent received Ileana-familial and non-ml udmlnl-iruflv. cup-n..- Raw materials Consumable stores and supplies Fuel, gas and lubricants Salaries Wages Medical expenses Travelling expenses Repairs and maintenance Transportation Rent Electricity Insurance Postage, telegrams and telephone Advertising Interest Bank charges Miscellaneous Provision for audit fees Federal transaction and excise taxes Commission on sales Bod-lot Transfer to establishment expenses of expenditure to Blst January 1962 Dude-oi Stock of finished products and work in process Loss for the period carried forward 311 Eth. 3 108,791.75 3,101.00 311,335.13 43,875.74 16,503.70 330,575.77 49,664.60 3,341.46 24,225.09 3,452.73 12,214.89 3,230.00 27,252.36 8,214.17 2,911.30 267.35 63,227.73 52,316.21 4,827.40 8,000.00 8,729.71 1,087.93 975,253.27 226,571.91 748,681.36 292,590.10 Eth. 8 1 11,892.75 2,534.60 21,999.33 1 36,426.68 456.091.26 3 19,664.58 0~.000.mmn.: 3400.0: um.mn0.0mv.~ Na._n¢.oon 3.30.03.0— “ ‘3 8.833 ~0.~.0.0mn .N..~—.00m.. 3.000.: 9.30.2 3.53: 8 03.3.. 33...: 3.03.2 8.23:... 3.5.33 2.05... 3&3 a .5... 12.....2 00.2563. m0.n~0.mm 00.3KB 0063.03 2.10.00 0 — .00m.~0~ 2.303%. ICU-.03.. Olga-Invol- «gi Ila-l I08." .I.‘ >Z..3:.:.:..:. II: an" Cute:- _a=~.—_ :3 —_r.~...v 2503.. 22.3.. .m ... Am 302. 2:3. .32.... 3:2. 3.02.. 52:25:50 :3 2.312 «.0001...— ..a 3.5.0 83:. 05:. a. 0:.“ 45:. an :80 323.05.. AN 392. 309.5" .830.— 05" 2...... 3.53... 902... o...n>.uoo.. zeaouot. 3.50.... c. .103 05 30:09:. 023:...— 3..00:u 0:.“ £1.8qu Bad 2...; 9.03:3. 8: 3 33 .0 .330. o... as £23.: a. 05 05.. co £03m mien—P92. 05 3.390 C 802. 23.0592. .200 c0532...” 5.3.9.. 38290 c. .103 .336 3050.209 catatoancnfi. 3050.300 0.3 33.59. 2.060309 05 Confuse Jan—0 $52.3. 85839.05. 05.. 05.. O... 0' g.‘ ‘5‘ .......co.....~..._ 0N.00~.nmm.m 0003‘: 00.000.0«0.0 a .5... .0553... 0:- 57.30... 69.2553 .9 £332 3.. .3 3.69.5... 3 902: 2. x05 .2: 03.3... 25:42.0: 0:4 EoEEu>oC 013.30..”0 1.89:. 8.. .3 20.8.5560 30.3.2.0: .35 .0 2:2. 2.. E a. 653. .n..3..0 35d 2.. 3 0...... 3:42. 2.... .n .03 83:3 8. 03.0 .5956 0.... .0; 5.5.3.? 5 .0 => 9.90.2. .33 350.63- ... 35.8... .o 5.52 2.. >0 03.5.2.0 .. b.3023 339.. 0.: 2...... .3...qu 5.02.0... 2.. 3 2.0 3:08. 20 .0 .58....5 .~ {aka—95.x”.— .cuc...:_..3wm: 02.03 20 80:: .3... 35.2. o... co :32.» 9.30.: a in... .0 8...... 2.. .n 00.2.:- 0. 03.5090 52. .2. 600350 0.30.37: on 3.33:3 u... 3 0932.0 5000.03 0 at“ .0 =52:- =< .— 3236... 05 80.5.9 0033< A0233“. 450 3 0:0 355$ 0.0922. 35.82 gig ~0.m~n.0m 1.000% m.— nn.n00.n00 €833.25: 3 «.013. .0qu Ii lllh II..- ..u3 I00. 0 5m .0 8.3..“ 00000 00.0 .52. 05 02.3. .00... i. " 5...... "al‘d‘. mmhn mstsonn m QJ>¢Mfl b o G) 0 O) I H I p(DUHflLnUHfl£>UHflLnUHflODhJfl~JGHfiU1 LHCHflCDM I F‘ 00 GWQ 0 q 0 O) (D 00 03m 317 Composite Average Useful Life (Years) Refrigeration (household appliances) ... 10-15 scales 00.00.00.00.00........0000000.000 20-25 sewj'ng maChines 000......0000.....0.0000 1.4-1.8 Ships 0000000000000000000000000000000000 20-25 Tractors .0.000.0.0000000..00..0.0.00000 12-20 “heals (autO) ...000.000.000.00000000000 12-20 Motor and other vehicles (except public utility and construction industries) Automobiles Passenger 0.00.0.000000000.00.00.00.00 5 salesman .0......00000.000.000.00.00.0 3 Horse-drawn vehicles ................... 8 Motorcycles ............................ 4 TraCtorS 000.0000000000000000.0.0...0.0. 6 Trailers 00.0.0.00.0..0000......00000.0. 6 Trucks InSide use .00....0000000000......000. 15 Outside use EleCtriC 00.000.000.000.000000000000 10 Gas, Heavy 00000000.....00000.0.0.0. 8 Light 0.0000000000.000.0.0.0....0. 4 Medium 00.00.0000.000......000000. 6 Office equipment 0000000000000000000000000 15 Furniture, fixtures, and filing cases .. 20 NeChanical equipment 0000000000000000000 8 Safes 0.0000000000000000...0.00.00.00.00 50 Optical lens & instrument manufacturers .. 25 Packing house machinery & equipment ...... 17-20 BranCh maChinery 000000000000.00000.0000 20 Packing house machinery ................ 20 Packing house, movable equipment ....... lO StOCk yards 00000000....00000.000.00.000 l7 Paints & varnishes--machinery ............ 20 Power generators & electrical equipment (other than public utility plants) Electrical equipment pertaining to generation of hydroelec. energy .... 30-40 Electrical generation through steam processes 00000000000000000000000000 20-25 Steam power & generating equipment ..... 20-25 Printing & publishing .................... l7 Assembling department .................. 10 Composing room ......................... 12 Linotype department .................... 17 Photography department ................. 10 Printing department .................... 20-25 Rotogravure department ................. l7 Type0.0.....0...0...00.00.0000000...... 6 Composite Rate (%) 6.7-10 mtnptnp I mCDUh4U1 .6 l I 0 wt» to 20 33.3 12.5 25 16.7 16.7 6.7 10 12.5 25 16.7 6.7 12.5 (fiLflCDUHfiLn¢HV . O m I I I win U 0 w H 00 CH» m ...: mtflfibOWDGHDtflhuh N 0 0 \JW I m H 318 Composite Average Composite Useful Life Rate (Years) (%) Professional and scientific equipment Professional libraries ................ 30 3.3 Scientific equipment used by dentists, doctors, etc. ........... 10 10 Public utilities Bridges Concrete & steel or masonry, large .. 100 1 Concrete & steel or masonry, small .. 75 1.3 Steel, heavy 00000000000000.000000000 SO 2 Steel, light 000000000000000000000000 4O 205 Electric utilities Av. life, typical system, hydro-electric power ............. 40 2.5 Av. life, typical system, steam generated power ............ 31 3.3 Gas utilities, artificial ............. 47 2.1 Ice plants 0000000000000000000000000000 22 405 Radio broadcasting & telegraphy Composite life for common carrier radio equipment ................. 14 7.2 Composite overall life for radio broadcasting equipment .......... 10 10 Marine radio equipment .............. 15 6.7 Steam heating av. life, typical system. 33 3.03 Steam railroad equipment .............. 28 3.57 Street railways ....................... 29 3.56 Telegraph utilities Cable equipment 000000000000000000000 33 3003 Land lines .......................... 33 3.03 Ocean cable lines ................... 67 1.5 Telephone companies ................... 22-28 3.5 -4.5 water SUPply 00000000000000000000000000 67 105 Pulp, paper, & paper board Paper machinery & equipment: Book, magazine, mimeograph, blotting, & specialties ......... 22 4.5 Cartons and containers-- Converting mill machinery & equipment 000000000000000000000 15 607 Paper mill machinery & equipment .. 22 4.5 Coarse-wrappings, box-boards, rOOfingS 000000000000000000000000 22 40S Fine-ledgers, writings, bonds, tissues, etC0 0000000000000000000 28 306 Newsprint 000000000000000000000000000 18 506 Paper bags-— Converting mill machinery & equip.. 17 5.8 Paper mill machinery & equip. ..... 22 4.5 319 Composite Average Composite Useful Life Rate (Years) (%) Pulp machinery and equipment: Ground wood ............................ 22 4.5 Rag OOOOOOOOOOOOOOOOOOOOOOOOOOOOOOQO...O 28 3.6 SOda .....OOOOOOOOOOI0.0.0....0.0.0.0... 20 5 Sulphate or Kraft ...................... 17 5.8 SUlphite 0.0.00.0...00.00.000.000...COO. 2O 5 Restaurants, bars, & soda fountains-- furniture and fiXtureS 000000000000000 10’14 702-10 Rubber goods--machinery not incl. molds .. 17 5.8 MOldS ..OOOOOOOOOOCOCOOOOO0.0.0.0.000... 3 33.3 Soft drinks--machinery ................... 13-15 6.7- 7.6 Stores-—composite life for machinery, furniture and fixtures: Dry goods & furniture stores ........... 15-20 5 — 6.7 Grocery stores & meat markets .......... 12-15 6.7- 8.3 Sugar--beet and cane Machinery & equipment incl. power gen... 40-50 2 - 2.5 Machinery used in refining only ........ 28-30 3.3— 3.6 Textiles Machinery for knitting cotton, WOOI’ or Silk ......OOOOOOOOOOOOOOOO ls 6.7 Machinery for spinning & weaving cotton, wool, or silk .............. 25 4 Rayon manufacturing machinery .......... 16 6.2 TheaterS--equ1pment 000000000000000000000 15 607 Tobacco products--machinery & equipment .. 15—20 5 - 6.7 320 BREAKDOWN OF TYPE OF BUILDINGS Composite rate (percent) Type of Construction Good Average Cheap Apartments 2-1/2 2-1/2 3 Banks 2 2 2-1/2 Dwellings 2 2-1/2 3 Factories 2-1/4 2-1/2 3 Farm buildings 2 2 2-1/2 Garages 2 2-1/2 3 Grain elevators 1-1/2 2 2-l/2 Hotels 2-1/2 2-1/2 3 Loft buildings 2 2 3 Machine shops 2 2-1/2 3 Office buildings 2 2-1/2 3 Stores 2 2 2-1/2 Theaters 2-1/2 3 3-1/2 Warehouses 1-1/2 2 2-1/2 Total Life (Years) Apartments .......... 50 Hotels ............ 50 Banks ............... 67 Loft buildings .... 67 Dwellings ........... 60 Machine shops ..... 6O Factories ........... 50 Office buildings .. 67 Farm buildings ...... 60 Stores ............ 67 Garages ............. 6O Theaters .......... 50 Grain elevators ..... 75 Warehouses ........ 75 APPENDIX V HAILE SELLASSIE I UNIVERSITY, COLLEGE OF BUSINESS ADMINISTRATION CURRICULUM APPENDIX V HAILE SELLASSIE I UNIVERSITY COLLEGE OF BUSINESS ADMINISTRATION CURRICULUMl Major Program, First Year (All Students) Eng. 101(3) English Language Eng. 102(3) English Language Skills I Skills I Econ. 103(3) Economics I Econ. 104(3) Economics I Eth. Lang. 101(2) Amharic Eth. Lang. 102(2) Amharic Language 1‘ Language 1' Math. 121(3) College Bus. 102(3) Mathematics Algebra for Business Bus. 101(3) Introduction Bus. 104(2) Introduction to Business to Accounting (2) Studies of Ethiopia“ (2) Studies of Ethiopia“ Major Program, Second Year (All Students) Econ. 203 (3) Economics II Econ. 204(3) Banking, Monetary & Fiscal Policy Educ. 101(3) Psychology I Eng. 201(3) College English"' Educ. 102(3) Psychology I Bus. 201(0) Typewriting Eng. 202(3)College English"‘ Bus. 203(4) Elementary Bus. 202(0) Typewriting Accounting Bus. 204(4) Elementary Bus. 205(3) Business Accounting Statistics Bus. 206(4) Ethiopian Commercial Law ...—1%. .— Foreign students may substitute a European language for Amharic. " Students must take two of the following during the first year as available: HES? Lang. 111 or 112, Geog. 111 or 112, Hist. 111 or 112, Soc. 111 or 112, Pol. Sci. 111 or 112. “‘ Unless taken in the first year. 1Haile Sellassie I University Catalogue (Addis Ababa, Ethiopia, 1965), pp. I76: 176A, 177. 321 322 Maj or Program Management, Third Year Eng. 301(3) Business Report Eng. 302(3) Business English Writing Econ. 310(3) International Eth. Lang. 311 (2) Amharic Economics & Economic Report Writing Development Bus. 307(4) Business Bus. 308(4) Organization & Organization & Management Management Seminar Bus. 309(4) Personnel Bus. 310(4) Personnel Management & Human Management & Human Relations (3-4) Elective Relations Seminar Bus. 312(4) Managerial Controls Management, Fourth Year‘ Bus. 403(3) Operations Bus. 404(3) Production Research Bus. 408(3) Finance Bus. 405(4) Marketing Bus. 410(4) Business Policy Bus. 407(3) Finance Bus. 406(4) Marketing Bus. 409(4) Business Seminar Seminar (2-4) Elective" (2-4) E1ective“ Major Program Accounting, Third Year Eng. 301(3) Business Report Eng. 302(3) Business English Writing Econ. 310(3) International Eth. Lang. 311(2) Amharic Economics & Economic Report Writing DevelOpment Bus. 303(4) Intermediate Bus. 304(4) Intermediate Accounting Accounting Bus. 307(4) Business Organi- Bus. 312(4) Managerial zation & Management Controls Bus. 309(4) Personnel Bus. 314(2) Taxation Management & Human Relations ' Fourth Year Program effective 1966-67. “ Economics 411-2, Seminar in Problems of Economic Development of Ethiopia, recommended. 323 Accounting, Fourth Year Bus. 403(3) Operations Research Bus. 405(4) Marketing Bus. 407(3) Finance Bus. 415(4) Cost Accounting Bus. 417(4) Governmental Accounting 404(3) 410(4) Production Business Policy 408(3) Finance 416(4) Auditing Principles 418(4) Advanced Accounting Seminar Bus. Bus. Bus. Bus. BUS.