Interview with Leslie Seidman, chairman of the Financial Accounting Standards Board.

Transcription

1 A Vital Role We re coming off a financial crisis that put a spotlight on the importance of quality financial reporting, and this is changing our regulatory infrastructure. Understanding the many different and sometimes competing perspectives that exist in this environment can make standards setting challenging.

2 Interview with Leslie Seidman, chairman of the Financial Accounting Standards Board. By Ramona Dzinkowski PHOTOGRAPH COURTESY OF THE FASB Throughout history, each country has either written its own accounting rules or borrowed them from across borders. Most of the standards that have emerged, particularly in the Anglo-Saxon countries, have been revised or developed to take into consideration certain home country industry practices, political interests, legal environments, and differences in culture and due process. Standards setting (adapting, revising, rewriting) was the domain of the national standards setters. Now, with the adoption of International Financial Reporting Standards (IFRS) around the globe and the International Accounting Standards Board (IASB) as the global standards setter, what will the future hold for national boards that were heretofore writing local Generally Accepted Accounting Principles (GAAP)? In this interview, Leslie Seidman, recently appointed chairman of the Financial Accounting Standards Board (FASB), shares her views about the future role of the national standards-setting boards in countries around the world that have adopted or may be adopting IFRS as issued by the IASB. She also discusses the ongoing Memorandum of Understanding (MOU) projects of the FASB and the implications for standards setting in America should the U.S. Securities & Exchange Commission (SEC) decide to set a definitive date for U.S. adoption of IFRS, if at all. RD: The SEC has promised to provide some direction in 2011 about the potential adoption of IFRS in the U.S. If in fact they set a date, what role will the FASB play in setting Generally Accepted Accounting Principles for the U.S. once the MOU projects are finished? How does this compare to the potential role of other national boards around the world? LS: In its 2010 statement in support of convergence and global accounting standards, the Commission said it believed the FASB would have a critical role in accounting standards setting if global standards are to be adopted by the U.S. I, too, think we would have a vital role to play, whether as an ongoing partner in the development of standards or as a key contributor to an international standards-setting process. RD: Do you see emerging influences on the development of IFRS from different regions of the world as compared to perhaps two or three years ago? LS: I joined the FASB in 2003, shortly after the Boards embarked on their convergence program, so I ve had the opportunity to work directly with the IASB for more than seven years. Over those seven years, as new countries have decided to adopt or otherwise incorporate IFRS into their reporting systems, I ve seen an increase in the number of countries participating in the development of IFRS. To May 2011 I STRATEGIC FINANCE 39

3 better represent the geographic diversity of its stakeholders, the IFRS Foundation decided it needed several years to increase the size of the IASB. It now includes members from China and India, for example. We also routinely participate in public roundtable meetings and other outreach events in locations outside of New York or London. RD: Sir David Tweedie, chairman of the IASB, recently expressed some concerns that carve-outs and less than full adoption of IFRS could endanger the vision of one generally accepted set of accounting standards used consistently around the world. Can you comment on this? LS: Since our goal is high-quality, internationally comparable financial information, I generally agree that country-specific carve-outs or other changes to IFRS potentially undermine that goal. But I also appreciate the practical challenges of applying a single set of global standards across the wide range of diverse economic and legal settings that exist today. So I think it s appropriate to consider whether, in some well-defined situations, jurisdictional modifications of IFRS would be appropriate. For example, changes to IFRS or additional application guidance might be appropriate for transactions or other events that are unique to a particular country or region (as is sometimes the case with income taxes). But, in my view, the comparability objective requires, as a matter of principle, that any jurisdictional variations, when appropriate, be consistent with the objectives and principles underpinning the standards. RD: Will carve-outs minimize the value of IFRS, causing the SEC to take a further wait-and-see approach? LS: While I can t speak for the SEC, its statement in support of convergence and global standards says that the Commission s continued strong support for a single set of high-quality globally accepted accounting standards is based on the premise that U.S. investors will ultimately benefit from worldwide comparability of financial information and that consistent and high-quality implementation is necessary for them to benefit from global standards. RD: Do you see any other potential roadblocks to U.S. adoption of IFRS? I refer to the contentious LIFO/FIFO [last-in, first-out/first-in, first-out] issue in the United States and some of the pushback from certain industry groups around the world surrounding specific emerging International Financial Reporting Standards. LS: Several years ago, we brought together representatives of all parts of our financial system preparers, auditors, investors, financial regulators, tax authorities, and others for a roundtable discussion about the use of IFRS in the U.S. Before that meeting, we were aware of some issues like LIFO. After the meeting, we had a new appreciation for how many issues and complexities would be involved in a move to IFRS, and we came to the view that a decision on the use of IFRS requires a comprehensive and holistic analysis. Personally, I think we need to take a careful look at areas of existing difference between IFRS and U.S. GAAP, such as accounting for contingencies and asset capitalization and depreciation, to ensure the standards can be cost effectively applied, audited, and enforced in a U.S. environment. Consideration also has to be given to the effects on financial regulation and income tax reporting. I understand the Internal Revenue Service, for example, is carefully analyzing the potential effects of the use of IFRS; I m looking forward to learning about those effects and how they might be addressed. RD: Several major MOU projects are being completed this year. Some critics suggest that these are coming down the pipe too quickly, not leaving enough time for constituents to digest and comment. What are some of the more contentious issues you expect to face with the MOU projects this year? LS: For financial instruments complexity and concern that our impairment approach (which is similar to that of the IASB) doesn t provide timely information about credit losses. We recently issued a supplemental document describing an approach to impairment that we and the IASB developed to address that issue. As for leasing, we ve heard broad support for the basic idea that lease obligations and related rights belong on lessee balance sheets. But we ve also heard that the proposal we issued last year is too complex, particularly as it relates to renewal options and contingent rents. So we ll be looking closely at ways to reduce complexity while still meeting investors information needs. With respect to revenue recognition, there is broad support for our plan to establish fundamental principles for revenue recognition that could be applied across a wide variety of industries and transactions. But we ve heard that we didn t articulate those principles as well as we could have and that the proposal is unnecessarily 40 STRATEGIC FINANCE I May 2011

4 complex in certain areas. So we ll be looking at how we can better communicate the basic principles and will evaluate whether there are simpler approaches that can give investors the information they need. RD: In your view, what are the potential risks, costs, and benefits of adopting or not adopting IFRS in America? LS: The main benefit one we ve been working hard to achieve for more than a decade now is improved comparability of financial information across the world. As for potential risks, one is that even after the U.S. adopts or otherwise incorporates IFRS, we don t realize the comparability benefits because of inconsistencies in the application of IFRS around the world. Another risk is About Leslie Seidman Leslie F. Seidman was named FASB chairman on December 23, She had served as acting chairman since September 30, 2010, when Robert H. Herz retired. She was originally appointed to the Board in 2003 and was reappointed to a second term in From 1994 through 1999, she was a member of the FASB staff. She began her career there as an industry fellow, then served as a project manager and as the assistant director of research and technical activities. As assistant director, she supervised staff members dealing with implementation and practice issues (including the Emerging Issues Task Force) and had liaison responsibilities for the SEC and the regulators of financial institutions. In between her two tenures at the FASB, she founded and managed a financial reporting consulting firm, serving corporations, accounting firms, and other organizations. Seidman began her career as a member of the audit staff at Arthur Young & Co. (now Ernst & Young), serving clients in the retail, publishing, and venture capital industries. Then she went to J.P. Morgan & Co. Inc. as a vice president in the accounting policies department, where she was responsible for establishing accounting policies for new financial products, particularly securities and derivatives, and analyzing and implementing new accounting standards. She holds an M.S. degree in accounting from New York University and a B.A. degree in English from Colgate University. the potentially significant cost of change if the decision is made to incorporate IFRS into our reporting system. We think the SEC needs to consider transition alternatives carefully to ensure the approach we take is both cost effective and the least disruptive from the perspective of those that use, audit, and prepare financial statements. Another risk is that it will be more difficult to improve financial reporting once most of the world s capital markets have adopted a single set of standards. I think it s important that the international financial reporting system (that we would be part of) be committed to continuously improving the global standards for the benefit of investors. This is an area where the FASB might have a role to play. We could and would continue our outreach to investors and others to understand how financial reporting needs to change to better meet their needs. RD: What building blocks have to be in place first? Education, legal, etc.? LS: It s critically important that incorporating IFRS into the U.S. reporting system results in financial information for investors that is at least as high quality as (preferably higher quality than) they are receiving today. In other words, while global comparability is important, it isn t so important that we should compromise quality to achieve it in the near term. This will require highquality disclosures beyond the financial statements (MD&A [Management s Discussion & Analysis], market risks, etc.); regulatory, enforcement, and corporate governance regimes focused on the needs of investors; auditing standards, including auditor independence requirements; systems for training and educating capital market participants; and an interpretative infrastructure that can identify implementation inconsistencies and resolve them on a timely basis. Before incorporating IFRS into the U.S. reporting system, we should make sure that the other elements of our reporting infrastructure are ready. That means looking at the auditability and enforceability of IFRS and investor education, for example all issues that the SEC has said it would evaluate as part of its work plan. RD: Some suggest that U.S. business is ready for IFRS since the largest global companies already use the standards as written by the IASB. Is there an overwhelming business case now emerging? LS: While it s true that many of the largest U.S. companies are global players that have experience with IFRS, they represent a relatively small number of U.S. public May 2011 I STRATEGIC FINANCE 41

5 companies. And the 17,000 or so public companies in the U.S. are only a fraction of the total number of U.S. businesses. In evaluating the potential use of IFRS in the U.S. reporting system, it s important to consider the benefits and costs from the perspective of the many public and private companies that operate and raise capital solely within the U.S. RD: Where is the FASB focusing its efforts beyond the 2011 project horizon? LS: When the IASB and the FASB created the MOU, the intentional focus was on areas where both U.S. GAAP and IFRS were widely viewed as needing improvement. Completing the three major projects that are the priority for 2011 revenue recognition, leasing, and financial instruments will not complete the MOU. We deferred work on several other MOU projects, such as financial instruments with characteristics of equity a major source of complexity in U.S. GAAP and financial statement presentation, to focus on the three priority projects. Our plans are to pick up on those other projects once the big three are completed. The big three are a priority because they address areas of U.S. GAAP and IFRS that are widely viewed as deficient. Last year, we issued proposals in each of those areas and have since received thousands of comment letters. We are committed to taking the time we need to carefully consider that input and create clear and understandable standards that can be cost effectively applied, audited, and enforced. Another focus beyond 2011 should be the project to improve and converge the conceptual framework. Both our framework and the IASB s are missing key pieces notably in the areas of measurement and disclosure. Filling those gaps while improving other aspects of the framework should promote higher-quality and more internally consistent standards that foster comparable financial reporting. We also temporarily suspended work on our project on emission trading schemes. I think it s important to develop standards before practices become too diverse. Another important focus, both in 2011 and beyond, is what I ll call infrastructure issues that will be important to the FASB, regardless of how its role may change in the future reporting by private companies and reporting in the not-for-profit sector, which differs from the business sector in several important respects. We ll also continue to look for ways to improve the transparency and effectiveness of our stakeholder outreach programs, particularly as they relate to investors, lenders, and other users of financial statements. And we ll be increasing our offerings of educational webcasts or webinars and will reevaluate our approach to field work, including field visits and field tests, to create a stronger and more consistent approach to benefit-cost analysis. RD: Has the role of FASB chairman changed in the past several years or recently? What will the future role of the chairman be if the U.S. decides to adopt IFRS? LS: The role of the chairman hasn t changed, but the environment we operate in certainly has. There s far greater emphasis and importance on the international convergence of accounting standards, requiring the Board to consider both U.S. and non-u.s. perspectives in establishing its priorities and in developing the standards themselves. At the same time, we need to ensure the relevance and cost effectiveness of our standards for those private entities and not-for-profit organizations that operate and raise capital domestically. We re also coming off a financial crisis that put a spotlight on the importance of quality financial reporting, and this is changing our regulatory infrastructure. Understanding the many different and sometimes competing perspectives that exist in this environment can make standards setting challenging. RD: Bob Herz was often quoted as saying that being the chairman of the FASB is like riding two horses at the same time. Can you characterize your view of the role of chairman today and going forward? LS: The FASB has long been faced with the challenge of setting standards in the face of competing priorities and perspectives. There are now, and always have been, differing opinions about what the most important reporting issues are, how to resolve particular financial reporting issues, about the nature and sufficiency of our due process, and so on. Convergence just adds another wrinkle. At the end of the day, the job of a Board member is the hard work of first understanding, and then thoughtfully considering, those many different and sometimes divergent perspectives. And the only way we can do that effectively is to stay focused on our mission to keep top of mind that our goal is giving investors, lenders, and others the information they need for decision making. SF Ramona Dzinkowski is a Canadian economist and business journalist based in Toronto. You can reach her at rndresearch@interhop.net by Ramona Dzinkowski. For copies and reprints, contact the author. 42 STRATEGIC FINANCE I May 2011