SEC to discuss improvements to financial reporting
Securities and Exchange Commission Chairman Christopher Cox has announced the appointment of the following members to the SEC Advisory Committee on Improvements to Financial Reporting. The advisory committee, established last month, will hold its first meeting on Thursday, August 2, at 10 a.m. at the SEC's Washington D.C. headquarters.
Denny Beresford, Ernst & Young Executive Professor of Accounting, J.M. Tull School of Business, University of Georgia, Athens, Ga. Mr. Beresford is a member of the boards of directors and chairman of the audit committees of Fannie Mae, Kimberly-Clark Corporation and Legg Mason, Inc. He was the chairman of the Financial Accounting Standards Board from 1987 to 1997. Mr. Beresford will represent Fortune 500 audit committees.
Susan Bies, was a Federal Reserve Board Governor from 2001 to 2007. Before becoming a member of the Federal Reserve Board, Dr. Bies was Executive Vice President for Risk Management and Auditor at First Tennessee National Corporation in Memphis, Tenn. Dr. Bies will represent banking regulators.
J. Michael Cook, retired Chairman and Chief Executive Officer of Deloitte & Touche LLP. Mr. Cook is a member of the boards of directors and chairs the audit committees of Burt's Bees Inc., Comcast Corporation, and Eli Lilly and Company, and is a member of the board of directors and chairs the compensation committee of International Flavors and Fragrances. Mr. Cook will represent Fortune 500 audit committees.
Jeffrey J. Diermeier, President and Chief Executive Officer, CFA Institute, Charlottesville, Va. Prior to joining CFA Institute, Mr. Diermeier was global chief investment officer at UBS Global Asset Management. Mr. Diermeier will represent investment professionals.
Scott C. Evans, Executive Vice President, Asset Management, TIAA-CREF, New York, N.Y., and Chief Executive Officer of TIAA-CREF's investment advisory subsidiaries Teachers Advisors, Inc. and TIAA-CREF Investment Management LLC. Mr. Evans is responsible for development of TIAA-CREF's investment products and oversight of the company's more than $380 billion in assets under management. Mr. Evans will represent pension funds.
Linda Griggs, Partner, Morgan Lewis, Washington, D.C. Ms. Griggs will represent securities attorneys.
Joseph A. Grundfest, William A. Franke Professor of Law and Business, Stanford Law School, Stanford, Calif., and co-director of the Rock Center on Corporate Governance at Stanford University. Mr. Grundfest joined Stanford's faculty in 1990 after serving for more than four years as an SEC Commissioner. Mr. Grundfest will represent securities attorneys.
Greg Jonas, Managing Director, Moody's Investors Service, New York, N.Y. Mr. Jonas joined Moody's from Andersen, where he led the technical functions that supported Andersen's worldwide financial assurance practice. In the 1990s, Mr. Jonas served as the Executive Director of the AICPA Special Committee on Financial Reporting. Mr. Jonas will represent credit rating agencies.
Christopher Liddell, Chief Financial Officer, Microsoft Corporation, Redmond, Wash. Mr. Liddell is responsible for leading Microsoft's worldwide finance organization and overseeing accounting and reporting, strategic planning and analysis, treasury, tax, audit and investor relations. Before joining Microsoft, Mr. Liddell was Chief Financial Officer of International Paper Co. Previously, he was Chief Executive Officer of Carter Holt Harvey Ltd., New Zealand's second-largest listed company. Mr. Liddell will represent Fortune 500 technology companies.
William H. Mann, III, Senior Investment Analyst, Motley Fool, Alexandria, Va., and the lead advisor for "Motley Fool Global Gains," an investment newsletter service focused on identifying market-beating international stocks. Mr. Mann will represent individual investors.
G. Edward McClammy, Senior Vice President, Chief Financial Officer and Treasurer, Varian, Inc., a global technology company in Palo Alto, Calif., that builds leading-edge tools and solutions for diverse, high-growth applications in life science and industry. Prior to joining Varian, Mr. McClammy served in various management roles at Quantum and Lucky Stores, Inc. Mr. McClammy also has worked for Price Waterhouse and the FASB. Mr. McClammy will represent mid-size companies.
Edward E. Nusbaum, Executive Partner and Chief Executive Officer, Grant Thornton, LLP, Chicago, Ill. Before becoming CEO, Mr. Nusbaum served as the firm's National Managing Partner of Professional Services, Managing Partner of the Philadelphia Office and National Director of Assurance Services based in New York. Mr. Nusbaum will represent auditors of mid-size and smaller public companies.
James H. Quigley, Chief Executive Officer, Deloitte Touche Tohmatsu, New York, N.Y. Mr. Quigley previously served as Chief Executive Officer of Deloitte & Touche USA LLP. Mr. Quigley will represent auditors of large and multi-national public companies.
Robert C. Pozen, Chairman, MFS Investment Management, which manages more than $200 billion in assets for more than five million investors worldwide. Mr. Pozen also is an independent director of Medtronics and serves on the audit committees. Mr. Pozen was formerly vice chairman of Fidelity Investments, sponsor of the Fidelity funds. Prior to joining Fidelity, Mr. Pozen served as Associate General Counsel for the SEC. He will represent mutual funds.
David Sidwell, Chief Financial Officer, Morgan Stanley, New York, N.Y. Prior to joining Morgan Stanley, Mr. Sidwell spent nine years at PricewaterhouseCoopers and 20 years at JPMorgan Chase & Co. Mr. Sidwell will represent securities broker-dealers.
Peter J. Wallison, Senior Fellow, American Enterprise Institute for Public Policy Research, and co-director of AEI’s program on Financial Market Deregulation. Before joining AEI, he practiced banking, corporate and financial law at Gibson, Dunn & Crutcher in Washington, D.C. Mr. Wallison also has served as General Counsel of the U.S. Department of the Treasury, General Counsel to the Depository Institutions Deregulation Committee, White House counsel to President Ronald Reagan and counsel to Vice President Nelson Rockefeller. Mr. Wallison will represent proponents of interactive data for financial reporting.
Thomas Weatherford, serves on the boards of directors of Synplicity Inc., Tesco Corporation, Advanced Analogic Technologies, SMART Modular Technologies, Mellanox Technologies and several private companies. Mr. Weatherford retired in January 2003 as Executive Vice President and Chief Financial Officer of Business Objects S.A. Mr. Weatherford will represent small and mid-size company audit committees.
Chairman Cox said, "I am pleased that this exceptionally distinguished group will advise the Commission and the nation on how our increasingly complex financial reporting system can be tamed and made more useful for everyone who relies on it. The committee members each represent key constituencies in our capital markets. I know we can count on them to thoroughly study these issues and recommend improvements that will keep America's financial reporting system as the gold standard for the world."
Chairman Cox previously announced the appointment of Robert C. Pozen, chairman of MFS Investment Management and former vice chairman of Fidelity Investments, as chairman of the advisory committee. Mr. Pozen will be joined by these 16 other members representing investors, companies, and various other entities within the securities markets.
Chairman Cox has also announced that five others will serve as official observers of the advisory committee, representing the Financial Accounting Standards Board (FASB), Public Company Accounting Oversight Board (PCAOB), Department of the Treasury, International Accounting Standards Committee Foundation, and federal banking regulators. They are:
Robert Herz, Chairman, Financial Accounting Standards Board, Norwalk, Conn.
Charles Holm, Associate Director and Chief Accountant, Banking Supervision and Regulation, Federal Reserve Board.
Phil Laskawy, Chairman of the Trustees, International Accounting Standards Committee Foundation, which oversees the International Accounting Standards Board, London, U.K.
Mark Olson, Chairman, Public Company Accounting Oversight Board, Washington, D.C.
Kristen E. Jaconi, Senior Policy Advisor to the Under Secretary for Domestic Finance, U.S. Department of the Treasury
The advisory committee will examine the U.S. financial reporting system and provide recommendations about how to improve its usefulness for investors and reduce unnecessary complexity for U.S. companies.
As financial reporting has become more complex, many investors have expressed concerns that it is often difficult to understand the financial reports of companies in which they invest. Likewise, companies have expressed concerns that it is difficult to ensure compliance with U.S. GAAP and SEC reporting rules when preparing financial reports. In fact, during 2006, almost 10 percent of U.S. public companies had to restate prior financial reports due to the discovery of errors in those reports. Restatements are costly to companies, and undermine the confidence of investors in the financial reporting system.
As part of its consideration of these areas, the advisory committee will explore ways to redesign the financial reporting system to take advantage of interactive data and the XBRL computer language for financial reporting. These new technologies, the SEC believes, can help address accounting complexity by making financial information more useful to investors and others who use it.
Members of the Financial Executives International (FEI) who are on the advisory committee have released the following four-point plan to address complexity in financial reporting.
FEI’s Recommendations to Address Complexity
- The FASB and SEC, in coordination with key financial reporting stakeholders (preparers, auditors and financial statement users), should take steps to end the proliferation of detailed rules.
a. Agree to a stable platform for a specified period of time, during which no new accounting standards would be issued. Efforts would be shifted from new standards to completion of the conceptual framework, including the development of a comprehensive accounting and disclosure model that is integrated with the codification project. The objective of this effort would be to look holistically at the model from the standpoint of usefulness and understandability. Also during this time, preparers, auditors and users would work together to develop proposals to simplify the most complex accounting standards (FAS 133, FAS 140 and FIN 46, among others).
b. Upon completion of the model, work jointly with the IASB to evaluate proposals by stakeholders to improve and simplify the most complex standards by making them more principles-based, and eliminate important differences between US GAAP and IFRS. Stakeholders in the financial reporting process should continue to encourage global convergence and mutual recognition of high quality accounting standards.
- Congress should consider meaningful class-action reform. The litigious environment in the U.S. breeds frivolous class-action lawsuits. Preparers and auditors, required to follow overly prescriptive standards and regulations, are often subject to unwarranted and expensive second-guessing. In their January 2007 report, Sustaining New York’s and the U.S.’s Global Financial Services Leadership, New York Mayor Michael Bloomberg and U.S. Senator Charles Schumer noted that for foreign firms considering a public offering, the fear of potential litigation outweighs any incremental benefits of listing in the U.S.
- The SEC and PCAOB should develop a framework that provides effective regulation in a principles-based environment, one that balances the objective of investor protection with the need to maintain market competitiveness. This effort would seek to define what investor protection means in operational terms: when should a difference of opinion between a company and a regulator or diversity in practice result in the need for any of the following actions: a staff speech or staff announcement, a request for standard setting, a restatement, an enforcement action or some other response.
- Stakeholders should come together to form an independent “Committee on Complexity.” FEI welcomes and fully supports calls by both SEC Chairman Christopher Cox and FASB Chairman Robert Herz to reduce complexity in financial reporting. FEI believes this effort will require coordination among all stakeholders in the financial reporting process. The Committee should be chaired by and include high-profile leaders of integrity who possess expertise in this area. FEI believes that the success of this endeavor will depend on a shared commitment by all constituents to fundamentally change those facets of the financial reporting process that contribute to complexity.
Further information about the advisory committee and its initial meeting is available on the SEC's Web site.