Insights
Turnover rent leases often give landlords the right to appoint an accountant to review a tenant’s records and verify turnover declarations.
The Model Commercial Lease (MCL), for example, includes provisions allowing a landlord to require an audit of turnover records by a professionally qualified accountant appointed by the landlord. Individual leases, however, often contain bespoke drafting, negotiated inclusions and exclusions, differing turnover definitions and varying information rights. As a result, any turnover rent audit should always be considered in the context of the specific lease being reviewed.
This raises an important practical question:
Who is best placed to conduct a turnover rent audit?
The Objective Is Confidence, Not Conflict
The purpose of a turnover rent audit is not simply to check numbers.
For landlords and asset managers, the objective is usually to obtain confidence that turnover has been reported in accordance with the lease and that turnover rent has been calculated appropriately.
For occupiers, the objective is often to ensure any review is fair, proportionate and grounded in the agreed lease terms.
The most effective turnover rent audits are those that improve transparency, strengthen confidence in the reporting process and help maintain constructive landlord-occupier relationships.
Every Lease Is Different
No two turnover rent portfolios are exactly alike.
Some leases contain relatively straightforward turnover definitions.
Others may include provisions dealing with:
- Online sales
- Click & collect
- Gift cards and vouchers
- Concession arrangements
- Loyalty programmes
- Delivery income
- Supplier-funded promotions
- Marketplace sales
- Omnichannel fulfilment
Many portfolios also contain leases negotiated over different periods, with different occupiers and under different market conditions.
As retail business models continue to evolve, the question is often not simply:
What was revenue?
Instead, the discussion becomes:
Which revenues fall within the lease definition of turnover?
Answering that question requires more than accounting knowledge alone.
Professional Qualification Is Only the Starting Point
Most turnover rent leases require any appointed reviewer to be a professionally qualified accountant, but professional qualification alone does not necessarily make somebody the right person for a turnover rent audit.
However, a turnover rent audit sits at the intersection of:
- Accounting
- Retail operations
- Commercial property
- Lease interpretation
- Governance
A reviewer may be an excellent accountant but have limited experience of turnover leases.
Equally, a reviewer may have extensive property experience but limited understanding of retail revenue streams.
The strongest turnover rent audits often combine technical accounting expertise with an understanding of both retail operations and lease structures.
Why Objectivity Matters
Turnover rent reviews frequently involve judgement and interpretation.
Questions often arise such as:
- Should a particular sale be attributed to a store?
- How should click & collect transactions be treated under the lease?
- Does a specific income stream fall within the turnover definition?
- Has the retailer’s operating model changed since the lease was signed?
These conversations are usually most productive when both landlord and occupier have confidence that the reviewer is focused on facts, evidence and lease provisions rather than commercial outcomes.
Objectivity helps create credibility.
Credibility helps create trust.
And trust often helps reduce friction throughout the review process.
Who Might Be Appointed?
Depending on the lease and circumstances, landlords may appoint a range of professionals to conduct a turnover rent audit, including:
- Specialist accounting firms
- Retail-focused advisers
- Forensic accountants
- Property-sector accounting specialists
- Other professionally qualified accountants with relevant experience
The key consideration is often less about the organisation itself and more about the experience, objectivity and credibility of the individual carrying out the review.
A reviewer who is trusted by both parties is often better placed to facilitate constructive discussions and efficient resolution of questions arising from the review.
Understanding Modern Retail
Retail has changed significantly over the past decade.
Today’s customer journey may involve:
- Online research
- Mobile apps
- Click & collect
- Home delivery
- Loyalty programmes
- Digital marketing
- In-store collection
- Omnichannel fulfilment
As a result, turnover rent audits increasingly involve understanding how retailers generate value across multiple channels.
Without that commercial understanding, there is a risk of focusing solely on transactions while missing the broader context of the business.
Portfolio Consistency and Governance
For larger landlords and asset managers, the objective is often broader than reviewing a single turnover declaration.
There may also be a desire to support portfolio-wide governance and consistency through:
- Consistent interpretation of lease provisions
- Consistent reporting formats
- Clear audit trails
- Transparent communication
- Comparable findings across occupiers
For many asset managers, maintaining confidence in the turnover reporting process across a portfolio is just as important as the outcome of any individual review.
A Shared Interest In Transparency
Turnover rent arrangements are often most successful when they encourage alignment between landlords and occupiers.
Landlords want confidence that turnover rent has been calculated correctly.
Occupiers want confidence that reviews are professional, objective and based on the agreed lease terms.
These objectives are not mutually exclusive.
In many cases, a turnover rent audit can create value for both parties by:
- Clarifying lease provisions
- Identifying areas of ambiguity
- Improving reporting processes
- Reducing future misunderstandings
- Strengthening confidence in turnover declarations
Viewed in this way, a turnover rent audit is often as much a governance exercise as an accounting exercise.
Conclusion
When appointing a turnover rent auditor, the question is not simply:
Who is qualified to perform the review?
A more useful question may be:
Who is best placed to provide an objective, credible and trusted assessment of turnover against the requirements of the lease?
As retail continues to evolve, effective turnover rent audits increasingly require a combination of accounting expertise, retail understanding, lease interpretation skills and the ability to engage constructively with both landlords and occupiers.
Ultimately, the most effective turnover rent audits are not measured by the number of findings they generate. They are measured by their ability to improve transparency, strengthen confidence in turnover reporting and support trusted landlord-occupier relationships over the long term.
Author: Scott Finn, Chartered Accountant — Member of Chartered Accountants Australia and New Zealand (CA ANZ) and The Institute of Chartered Accountants in England and Wales (ICAEW)
Key Terms
Asset Manager
The individual responsible for overseeing the performance, income, leasing strategy and long-term value of a real estate portfolio. Asset managers may exercise turnover audit rights to support governance, transparency and confidence in turnover-based rental income.
Turnover Rent Audit
A review of a tenant’s turnover records and supporting documentation to assess whether turnover has been reported in accordance with the turnover rent lease.
Turnover Declaration
The turnover information provided by an occupier to a landlord under the terms of a turnover rent lease, often forming the basis for calculating turnover rent.
Professionally Qualified Accountant
An accountant holding a recognised professional qualification and membership of a professional accounting body. Some turnover rent leases require reviews to be performed by a professionally qualified accountant appointed by the landlord.
Objectivity
The ability to assess information fairly, impartially and based on evidence. Objectivity helps build confidence in turnover rent reviews and can support constructive engagement between landlords and occupiers.
Omnichannel Retail
A retail model that combines physical stores, e-commerce, click & collect, mobile applications and other sales channels to provide a connected customer experience.
Lease Interpretation
The process of applying the wording of a lease to actual trading activities and revenue streams. Lease interpretation is often a key aspect of turnover rent reviews where business models have evolved over time.
Governance
The systems, processes and oversight mechanisms used by landlords and asset managers to ensure turnover rent arrangements operate transparently, consistently and in accordance with lease obligations.
Related Reading
Get in touch
Let us know how we can help
United Kingdom, EC1V 2NX