Remarks of Russell G. Golden Chairman, Financial Accounting Standards Board Conference New York City September 12, 2013

Transcription

1 Remarks of Russell G. Golden Chairman, Financial Accounting Standards Board Conference New York City September 12, 2013 Good afternoon everyone. Thank you all very much for joining us today as we reflect on the past, consider the present and contemplate the future of independent standard setting. That s an important word independent and we ll get back to that thought in just a few minutes. As Jeff [Diermeier, FAF chairman] noted, it has been quite a day. From my perspective as the new guy in the FASB chairmen s club, it is both humbling and a little intimidating to share the stage today with five of my six predecessors, two of whom I had the privilege of working with directly. As you know, our first chairman, Marshall Armstrong, passed away in I think it s a testament to the importance of the FASB and the issues that we re facing that each of Marshall s five successors traveled to New York to join us for today s conference. I listened very carefully this morning as Don, Denny, Ed, Bob and Leslie described the issues that they confronted during their tenure on the Board, how they dealt with those issues, and in retrospect, what they are most proud of, and what they might have done differently. I think that type of candid discussion is exactly what we need to build on the successes of the past, learn from history, and identify the best path forward. Today s conference has given us a tremendous opportunity to listen and learn, and reflect on where we ve been and where we are going and what we need to do to get there. That will be the focus of my remarks today. What is past is prologue. 1 P a g e

2 Viewed through that lens, I must say that in reflecting on the challenges of the past described by our panelists, many of them are not dissimilar to the challenges that we face today and the challenges we are likely to face in the future. I m reminded that just a few months before the FASB held its first meeting, Reginald H. Jones, chairman of the board of the General Electric Company, addressed the Financial Accounting Foundation at the Waldorf Astoria Hotel, just a few blocks from where we re meeting today. He cautioned that the work of the new FASB would not be met with universal approval, and urged corporate America to support that work nonetheless. Mr. Jones said: We must recognize that the new board will not be a cure-all for every ailment. We must recognize that with its first decision the new board is going to gore somebody s ox and that will be the time for us to pull together not to splinter apart. I hear the echo of that remark every time I read through incoming comment letters and news coverage of our projects, whether it involves leasing, credit losses, insurance, or another area of accounting. As all of you know, our work has not always earned us the top award for popularity. In fact, some folks over the years have said some downright unkind things about us. But in standard setting, seeking to do the right thing is rarely the path to victory in the contest to be the most popular. That s as it should be. The mission of the FASB is to establish and improve standards of financial accounting and reporting that foster financial reporting by nongovernmental entities that provides decision-useful information to investors and other users of financial reports. That sounds simple enough. But as we ve heard today, a wide variety of very intelligent, highly-qualified, civic-minded people, all motivated by a genuine desire to do the right thing, may have an equally wide variety of opinions about how that mission should be best accomplished. That s certainly true for those of us in this room today. And it is doubly true for those outside this room investors and other users of financial statements, preparers and practitioners all of whom have an important stake in clear, consistent, reliable, transparent and useful financial reporting. In the next few minutes, I d like to share with you some thoughts about what I believe we can do in the coming months and years to enhance the achievement of our mission 2 P a g e

3 and maintain our relevance. These opinions are, of course, mine and do not reflect any formal position of the FASB. I believe it is important to recognize that, forty years after its founding, the FASB has arrived at an important inflection point. We are about to complete the last of the so-called convergence projects with the International Accounting Standards Board, ending a ten-plus-year period of intense, bilateral standard setting. We have just begun our work with the Private Company Council, which was established by the FAF last year to focus attention on the concerns of private company stakeholders. So far, we re finding our relationship with the PCC helpful and productive for considering issues related to public companies as well as private companies. We are in the second year of the new Post Implementation Review process, which is intended to help us better understand whether the standards that we set achieve the purpose for which they were intended when written. I d also rate that effort as a success. And, for the first time in our history, new chairs of the FASB and GASB began their terms at the same time, amid a culture of what I would describe as cooperation and collaboration that is unique in our history. Against that backdrop, I ll spend the next few minutes outlining to you what I believe our priorities should be as the FASB begins its next 40 years. First, I believe we need to improve the efficiency and effectiveness of our operations. That means evaluating our agenda decision process, improving the FASB Accounting Standards Codification, and seeing if we can shorten the life cycle of our projects while enhancing their quality. Second, we should expand our efforts to reduce the complexity and cost of accounting standards while maintaining or improving the relevance of information provided by both private and public companies. I believe our work with the Private Company Council will help us achieve that goal. 3 P a g e

4 Third, I believe we need to improve the way we communicate important information about our standards in an effort to build and improve a broad-based awareness and understanding of the Board s projects and activities. Fourth, I believe we can increase collaboration with the FAF and the Governmental Accounting Standards Board and build a collective organization that better serves the needs of all of our constituents. Finally, I d like to spend a few minutes articulating my vision for our future as standard setters. That vision includes completing our joint projects now underway with the International Accounting Standards Board, developing a new model for our global relationships, and determining a new, updated agenda for the FASB. But before I begin to tackle that modest assignment, let me share a couple of brief thoughts about some of the issues we ve heard addressed here today. If there is one word that seems to inspire intense discussion whenever FASB folks gather together, it is the word independence. When people talk about independence in connection with the FASB, they usually mean one of several things: Independence from the influence of powerful stakeholders who have a vested interest in the outcome of a particular standard-setting decision; Independence from political interference; or in some cases, Independence from meddling perceived or real by our governing body, the Financial Accounting Foundation. Each of these is a valid concern that, I believe, the Board must take seriously. Independence is critical to the establishment of high-quality accounting standards that promote decision-useful financial reporting. But in my view, the independence of the FASB is not a right to be exercised. It s a privilege to be earned every day through all that we undertake. How do we earn that privilege? In my view, we earn it by being accountable by following our process, by listening to and taking into account a wide variety of views on the issues we consider. 4 P a g e

5 Being accountable means carefully reviewing and considering the reports prepared by the FAF s Post Implementation Review team and the comments of those stakeholders who contribute to that process. It means clearly and honestly articulating why our decisions will improve the information that companies and organizations provide to those who use their financial statements investors, lenders and others and why the benefits of those improvements justify their cost. And it means welcoming the judgment of our constituents who will measure our accomplishments against the goals that we set. In short, it means rappelling down the high walls of that Ivory Tower that some people still see at 401 Merritt 7 in Norwalk and spending a significant amount of time with the people who are directly and indirectly affected by the standards that we set. That said, let me begin by describing how I believe that we can improve the efficiency and effectiveness of our operations. As a first step, I believe we need to evaluate our agenda decision process to ensure that it allows for appropriate consideration of our priorities, that we clearly identify the problem that needs solving, and that we properly identify cost-effective, implementable solutions that are consistent with the conceptual framework and address the identified problem. Agenda setting is only the beginning while it is important to listen to our stakeholders and adjust if applicable, it is also important to complete what we start. I also believe that we should listen to our stakeholders across the country who have delivered mixed reviews regarding the codification. Most agree and applaud the concept of the value of the codification, but they also observe that, as presently constituted, it is very cumbersome and not user friendly. Over the coming months the FASB will conduct an analysis of areas where the codification may be improved. We will determine whether we can improve upon how we write and communicate changes to the codification. We will consider if we can and should be more flexible. We also will consider improvements suggested by our stakeholders. And we will begin to rewrite some of the more confusing sections. Currently, for example, we are in the process of rewriting the liabilities and equity section of the codification. 5 P a g e

6 Next, I believe we should do everything we can to reduce the complexity and cost of applying the standards that we set, both for private and public companies. As you know, the FAF established the PCC in 2012 with goal of maintaing or improving the relevance of information provided to the users of private company financial statements while reducing the complexity and cost for private companies. In the coming weeks, the PCC and the FASB are expected to reach an important milestone when they issue the Private Company Decision-Making Framework (also known as the Guide ). The Guide will aid the PCC and the FASB in identifying opportunities to enhance GAAP s relevance to financial statement users and reduce the cost and complexity of preparing GAAP financial statements. That effort started with private companies but it does not end there. The FASB s collaboration with the PCC will help the FASB identify aspects of GAAP that might be streamlined for all companies both public and private as well as for not-for-profit organizations. In a sense, the PCC process represents the first step in simplifying all accounting. For example, acting on the PCC s recommendation, the FASB recently voted to add a narrow scope project to its agenda to address the concerns of public and private company stakeholders on development-stage companies. The project is intended to reduce cost and complexity in the financial reporting system without regard to a public versus private distinction while maintaining the relevance of information. Earlier this summer, the FASB issued for comment three proposals by the PCC to address the relevance of standards in areas that private companies have said are critical: intangible assets acquired in business combinations; goodwill; and certain types of interest rate swaps. The FASB staff is seeking input from stakeholders to determine whether the proposed improvements also should be considered for public companies. This progress affirms my view that the FASB and the PCC are making important strides in their effort to address areas where appropriate changes can reduce costs and complexity, while enhancing or maintaining the relevance of GAAP financial statements. We expect that both public and private companies will see significant benefits from this work. In another important initiative, we will continue to improve the way we communicate with our stakeholders including our non-technical audiences. 6 P a g e

7 As you know, we launched our 40 th anniversary celebration earlier this year by unveiling a refreshed visual brand identity and a new FASB website. The new site features revamped, more user-friendly navigation and a variety of new, plain English explanations of major FASB projects. For our technical agenda we re also putting in place plans to spend a considerable amount of time and energy addressing implementation and education issues as we issue new standards, beginning with revenue recognition later this year. For each of these significant projects, we will create a transition resource group intended to educate and better understand implementation issues before the implementation process actually begins. I expect these groups will focus on three primary areas: 1) Education Often when a new standard is developed, preparers and auditors have questions and seek to confirm that their understanding is consistent with the Board s intention 2) Interpretation It is not uncommon for reasonable people to read the same words and evaluate those words differently. 3) Amendments At times, unintended consequences are discovered after a standard is finalized. If that is the case, I hope the board will act to revise any necessary changes to assist with a cost-effective implementation. I hope that the majority of the groups time will be devoted to the first category education. I also expect that they will meet in public with the full board and will publish minutes. We plan to include in these groups representatives from the preparer, auditor, and investor communities. We also plan to have both domestic and international participation including members of the IASB. I expect that the revenue recognition group will be formed shortly after the standard is issued and its activities will cease sometime in As Jeff noted just a few minutes ago, we also plan to increase our cooperation and collaboration with the FAF and the GASB. I won t repeat Jeff s comments, but I would note that the areas of leasing and pensions will be an important focus of this effort. 7 P a g e

8 Finally, let me spend a few minutes talking about my vision of the FASB s future, the position that we will occupy on the international stage, and how we will continue to developing and implement high-quality accounting standards that promote clear, consistent, transparent, reliable, and useful financial reporting. Let me preface my comments by sharing a famous observation that is often attributed, incorrectly as it turns out, to that well-known existential philosopher Yogi Berra: Predictions are hard to make, the quote goes, especially about the future. The comment, in a slightly different form, actually was made by a famous Danish physicist by the name of Niels Bohr. But the incorrect attribution never bothered Berra, who once really did say: I really didn t say everything that I said. Regardless of who said it and as many of our comment letters on impairment would indicate forecasting the future is clearly not a science, and probably not even an art. So with that caveat, let me plow ahead. Since the Norwalk Agreement was signed in 2002, the FASB and the IASB have worked together under a series of bilateral agreements to more closely converge U.S GAAP and International Financial Reporting Standards or IFRS. I regard this 11-year process as a major achievement, and developing and preserving more comparable and converged global accounting standards will remain a critically important goal. However, the methods we use to accomplish that objective will change. With the impending end of the era of bilateral convergence, we are about to enter a new environment in which we are faced with a critical decision. We must decide whether, and if so, how, to continue to pursue the goal of convergence while ensuring that we address the pressing concerns of those who invest in U.S. capital markets. For the remainder of this year and next year, the FASB s top priority will be to complete our major convergence projects. We hope to release a final standard on revenue recognition in the fourth quarter of this year. We plan to issue final standards on our two financial instruments projects classification and measurement; and impairment in A final standard on leasing also should be completed in 2014 and we will finalize decisions on insurance thereafter. Moving forward, the FASB, the IASB, the FAF and the IFRS Foundation each understands that the model of bilateral convergence between the FASB and the IASB needs to evolve to recognize the increasing role in, and importance to, the global 8 P a g e

9 standard-setting process of other jurisdictions and their standard setters, especially those representing major capital markets. I envision a long-term, global standard-setting environment in which the FASB, the IASB, and other major capital market standard setters co-exist and cooperate with the stated goal of issuing converged standards, while also addressing the specific needs of the capital markets for which they set standards. The FASB s first priority is to improve financial reporting for the benefit of investors and other users of financial information in U.S. capital markets. In addition to serving U.S. capital markets, the FASB s work also benefits others. Among them are standard setters and regulators in other major capital markets that use or reference U.S. GAAP in their financial reporting jurisdictions and the stakeholders of companies that issue financial reports in those jurisdictions. While working to improve U.S. GAAP, the FASB also seeks to promote and enhance the quality, comparability, and consistency of international financial reporting. However, reducing global differences in financial reporting is dependent on more than simply reducing differences in financial accounting standards. As others have repeatedly pointed out, significant differences continue to exist in the auditing and enforcement of financial reporting in jurisdictions around the world. Therefore, broader or more complete convergence of financial reporting cannot be accomplished through financial accounting standards alone. While this is a dynamic issue that gives rise to many strongly held views on a global scale, I believe that the FASB can successfully carry out its mission of improving financial reporting for U.S. capital markets while also seeking to improve and converge financial reporting internationally. I believe that this can be accomplished in the following manner: 1. Through the development of U.S. GAAP Because the FASB s primary objective is promoting the reporting of highly relevant information for financial statement users of companies reporting under U.S. GAAP, the FASB should continue to undertake improvements to U.S. GAAP when necessary to meet the needs of investors and other users of companies preparing U.S. GAAP reports both within and outside the United States. In those cases, the FASB should, as a starting point, carefully evaluate and consider IFRS when implementing improvements to U.S. GAAP, seeking to promote global 9 P a g e

10 alignment where it is in the best interests of investors and other capital market participants. Any improvements that the FASB makes to U.S. GAAP also may influence the shape and future direction of international standards. 2. By actively participating in the development of IFRS The FASB should advance the development of IFRS by actively providing input on IASB projects through the recently created Accounting Standards Advisory Forum and through other means. The FASB should contribute to the development of IFRS by sharing views developed through the FASB s due process, stakeholder outreach, analysis, and deliberations. Likewise, the FASB s effort to improve U.S. GAAP will benefit from the additional international input resulting from its interactions with the IASB. In all instances, the FASB s objective will be to promote the improvement and convergence of U.S. GAAP and IFRS. 3. By enhancing relationships and communications with other national standard setters The FASB should maintain and strengthen its existing cooperative relationships with other national standard setters to promote the broader flow of information and ideas that mutually inform each other s thinking and contribute to an environment that will foster greater convergence. This type of cooperation and collaboration would continue the process of developing the highest-quality standards while promoting global convergence. In some cases, the need of the FASB (and other national standard setters) to best serve the interests of investors in their own capital markets may outweigh the goal of creating completely converged accounting standards. But following this path would enable us to work cooperatively with the IASB and others toward the goal of ultimately agreeing on and adopting standards that either are converged or that have the fewest possible differences. Even as we stay committed to global convergence, we also need to address the pressing needs of users of U.S. GAAP financial reports. To that end, the Financial Accounting Standards Advisory Council or FASAC recently undertook a survey to gather information about potential new agenda items for the FASB. With the completion of the convergence projects, the survey is intended to provide valuable feedback to the FASB as it decides on future projects. 10 P a g e

11 The survey asks stakeholders to share their views on project priorities and includes open-ended questions to provide an opportunity for respondents to elaborate on the areas that they believe are the most important for the FASB to address. The results from this survey which will be posted on our website early next week will help me and my fellow board members decide whether, and if so, how to proceed with; 1) Projects that have been on the backburner, such as financial statement presentation, financial instruments with characteristics of equity, and the conceptual framework. 2) Issues that have been the focus of news stories and commentaries, such as pension accounting 3) Potential convergence items including whether the FASB should incorporate specific areas of IFRS into US GAAP and 4) Issues with existing standards arising from information gathered during the FAF s Post-Implementation Review (PIR) process. I hope that the results of this survey will enable us to identify areas for improvement in U.S. GAAP that is, areas in which we can improve transparency for investors and/or reduce costs for preparers. To recap, We will work hard to improve the efficiency and effectiveness of our operations. We will expand our efforts to reduce the complexity and cost of accounting standards for both private and public companies while maintaining or improving the relevance of reported information. We will work to improve the way we communicate important information about our standards in an effort to build and improve a broad-based awareness and understanding of the Board s projects and activities. We will increase our collaboration with the FAF and the GASB and build an organization that better serves the needs of all of our constituents. 11 P a g e

12 And finally, we will work with the FAF and the Securities and Exchange Commission to realize a vision for the future that will serve the needs of users of U.S. GAAP reports and promote the convergence of global accounting standards. Once again, let me thank all of you in the audience and all of you who participated as speakers for taking the time to join us today. I especially want to thank Don, Denny, Ed, Bob and Leslie our former FASB chairs and Senator Gregg for making this a very special day. I hope that when my term as chairman ends, I leave the organization and the U.S. financial reporting system in a place where there is more useful information for investors and less complexity in standards for preparers, and that those benefits are achieved for both private and public companies. I also hope that U.S. GAAP and IFRS will be closer in many key areas than they are today. But we can accomplish none of those goals without your commitment and your assistance. Supporting the independence of the standard-setting process, holding us accountable, participating in our surveys, providing us with comment letters, attending roundtables and conferences all are critical elements of the standard-setting process. Without you, we won t be able to get the job done. Thank you very much. # # # 12 P a g e