FASB Succumbed to Political Pressure: High Powered Investment Committee

An advisory panel of investors has accused the US accounting standard setter of losing its independence after it succumbed to political pressure over mark-to-market accounting changes in a fiery letter.

The group said the Financial Accounting Standards Board should have fought off pressure from politicians and lobbyists who sought special treatment for banks with toxic assets on their books.

The panel, the Investors Technical Advisory Committee was set up by FASB to act as a barometer for investors on accounting rules.

The group said the governance structure of the Financial Accounting Standards Board has been "insufficient" in fighting off pressure from special interests and politicians seeking more flexibility for banks with toxic assets on their books, and asked that the FASB board be restored to seven members from its current five.

The panel, called the Investors Technical Advisory Committee (ITAC), was set up by FASB to give investors' perspectives on accounting rules.

Its members include 13 investment professionals from suchorganizations as the Council of Institutional Investors and the CFA Centre for Financial Market Integrity; a former regulator; and analysts from Moody's, Standard & Poor's, Goldman Sachs & Co, J.P. Morgan Securities and CALPERS, the California Public Employees' Retirement System.

The said it had "grave concerns about what we believe to be a substantial erosion in the independence of the accounting standard setting process."

The group questioned whether "weaknesses" in FASB's structure and governance would undermine the quality of accounting rules issued by the board in the future.

The Committee said in the letter that it believes that poor transparency in accounting is partly responsible for the lack of investor confidence during the financial crisis and that FASB's inability "to assert its independence in the face of onslaught" was "exacerbating" the current problems.

"Many investors responded negatively to the reduced quality of information, as reflected in their investment decisions, but that response cannot compensate for the loss of information and, perhaps more importantly, the loss of trust and confidence in financial reporting and accounting standard setting," the group wrote.

To help FASB better fend off political attacks, the advisory panel urged the Financial Accounting Foundation to reverse changes made to its governance structure last year. It asked that the five-member board be restored to seven members, with the two additional members coming from investor groups.

The group also said because of "very public threats and intimidation" by Congress against FASB's chairman, another of the recent changes -- giving the chairman sole authority over what accounting projects end up on the board's agenda -- should be reversed.

In February 2008, the foundation downsized FASB and increased the chairman's power, saying the changes would help U.S. and international accounting standards converge. But plans to have U.S. companies switch to International Financial Reporting Standards as soon as 2014 are now being reevaluated by the U.S. Securities and Exchange Commission.

The investor advisory panel said in its letter that while FASB's governance issues were troubling, the situation "appears to be if anything even more dire outside the U.S." as the London-based International Accounting Standards Board has also faced threats from regulators and politicians abroad.

From Accountancy Age and Reuters

IFRS vs. U.S. GAAP

The firm Audit Integrity has reported that a recent report shows that IFRS has no noticeable advantage over U.S. GAAP. Also, U.S. GAAP filers have more metrics and greater depth of reporting, and U.S. corporations file more frequently and in a more timely manner than do European corporations. In addition, the report noted that some governance data such as executive compensation and board composition, are reported in much less detail in Europe than in the U.S.

One of their questions: Does IFRS provide better financial reporting and financial statement data than U.S. GAAP?

The Report’s answer:

A. Depth of Metric Coverage – Overall, U.S. corporations report more detailed financial data. Governance data such as executive compensation and Board composition are reported at a much lower level in Europe.

Several individual metrics were reported on with differing frequencies. In general, U.S. companies reported on more metrics, but certain metrics (e.g., Pension metrics) were reported with greater frequency in Europe.

B. Differences Continue post IFRS – In looking at average metric values, a small number of metrics had notable differences. Along with expectations for differences in financial reporting between IFRS and GAAP, this would lead to concerns in comparing financial statements using different standards.

The study of accounting-related fraud in Western Europe has found substantial differences in the approach taken to IFRS by different countries and companies.

Audit Integrity has been assessing and rating European companies and rating them based upon their perceived level of accounting and governance risk.

Audit Integrity reports that that the riskiest countries in Western Europe, from an accounting and governance standpoint are Greece and the Netherlands. Luxembourg, Austria and Switzerland have the best ratings. Large cap European banks were criticized for aggressive accounting and bad governance.

The study uses phrases like “lack of transparency” and “corporations...hiding losses.”

Audit Integrity also compared IFRS with U.S. GAAP. They wanted to know if IFRS is an acceptable alternative to U.S. GAAP.

The study found that IFRS has significantly improved the consistency of financial reporting in Europe. But they found discrepancies in applying IFRS in various countries. Such discrepancies were not limited to the European Commission’s “carve out” exceptions to IFRS. The exceptions relate to IFRS adoption rates, financial reporting frequency and timeliness of filings. Timeliness of financial statement filing varied widely by country and was significantly slower in Europe than in the U.S.”

Read the full report here.

Flaws in FASB’s Proposed Fair Value Proposal

The Association of Financial Professionals (AFP) Government Investor Relations Task Force has sent a comment letter to the FASB on the proposed FASB Staff Position titled “Measuring Liabilities under FASB Statement No. 157” (FSP FAS 157-f).

While AFP supports the FASB in its efforts to issue timely guidance on fair value measurement, AFP’s view is that the FASB’s model for measuring liabilities in this FSP is significantly flawed because:

1. The inability to actually realize the fair value at the reporting date should be considered;
2. The fair value calculation of a liability should not exceed the contractual value of the debt a company actually owes;
3. Gains arising from a company’s own credit impairments should not be allowed; and
4. Any restrictions on a debt should be taken into consideration in subsequent measurement.

AFP says that the FSP assumes that the company has the ability to take advantage of market pricing (e.g., as a result of changes in interest rates) and repurchase its own debt in the open market, which in most cases it does not. The market performance of a company’s debt trading as an asset is not directly correlated to the economic value of the liability associated with its issued debt. A company is only liable for the stated value of the debt upon maturity or early retirement – nothing more or less. Thus, why would a company hypothetically report a fair value measurement above or below the face amount of the debt if the company does not have the ability to actually realize that pricing at the reporting date?

Read the full comment letter here.

Push Down Accounting

Push down accounting is a method of accounting in which the financial statements of a subsidiary are presented to reflect the costs incurred by the parent company in buying the subsidiary instead of the subsidiary's historical costs. The purchase costs of the parent company are shown in the subsidiary's statements.

Push-down accounting works like this:

Company A buys Company B and borrows to make the acquisition.

Company A pays more than Company B’s book value for the following:

$1,000 Property, plant and equipment and definite lived intangibles
$ 500 Goodwill

Instead of making the entry for the fair market value increments (i.e. excluding book value) to Company A’s books for the purchase, which (simplified) would be--

Dr PP&E $1,000
Dr Goodwill $ 500
Cr Debt $1,500

--Company A makes the above entry in Company B’s legal entity books, instead of its own books.

The entry being made in Company B’s books makes no difference to the consolidated financial statements.

The entry above is generally attributable to the subsidiary, Company B, but was originally, and still likely legally, the parent's entry. U.S. GAAP requires push down accounting.

The Securities and Exchange Commission (SEC) has issued a bulletin stating that debt should be pushed down if "(1) Company B is to assume the debt of Company A either presently or in a planned transaction in the future; (2) the proceeds of a debt or equity offering of Company B will be used to retire all or a part of Company A's debt; or (3) Company B guarantees or pledges its assets as collateral for Company A's debt." "Push Down" Basis of Accounting for Parent Company Debt Related to Subsidiary Acquisition, SEC Staff Accounting Bulletin No. 73 (Dec. 30, 1987).

In situations where a corporation has incurred debt in connection with its acquisition of stock of another corporation and these criteria are not met or where the SEC rules are not applicable to the transaction, push down of debt, while not required, is still an acceptable accounting method.

Some corporations have, as an accounting practice, simply placed Company A's interest expense on B’s books. This is generally not acceptable for tax purposes, although could be acceptable in some circumstances. The rules and related jurisprudence are complex.

One common reason for push down accounting is more for management accounting purposes, since Company B would take deductions from income for depreciation, amortization on the fair market value increments and for interest expense.

Push down accounting may not be acceptable under IFRS on transition. So if a company has pushed down fair market value increments into subsidiaries, because the IFRS 1 business combination exemption is available only for business combinations in which the reporting entity is the acquirer, if the reporting entity is itself a subsidiary and its balance sheet reflects the effects of push down accounting from prior acquisitions, those amounts may have to be reversed upon adoption of IFRS. However, a previous revaluation done for purposes of push down accounting can be used as deemed cost in the case of property, plant and equipment, investment property, and certain intangible assets.

More on this topic later.

New Lease Rules May Ground Some Airlines

According to an article in Accountancy Age, new lease accounting standards could result in a world of hurt for the balance sheets of airlines.

Old lease accounting rules allowed companies to keep lease liabilities off their balance sheets, with the only impact of the leases being on companies’ income statements. New rules are intended to bring leases on to balance sheets. The airline industry are major lessees of aircraft to the tune of billions of potential liabilities.

Southwest Airlines, for example at December 31, 2008 operated 92 leased aircraft, of which 82 were operating leases, or approximately 15 percent of their fleet. Those operating leases are likely to end up being affected by the new rules, adding additional assets and liabilities to balance sheets. Southwest’s leased aircraft are generally older models. Delta Airlines has about 25 percent of its fleet under operating leases, with total payments of over $12 billion remaining on the leases.

Debt rating agencies, institutional investors and some analysts already adjust operating leases on to balance sheets of the companies that they are valuing. However those adjustments don’t show up on published financial statements. The new liabilities may come as a shock to some investors. Some companies may appear to have weak balance sheets.

The lease industry offers companies the choice of operating or capital lease treatment with the terms and payments on the leases often being only minimally different under the two alternatives.

Accountancy Age reports that in May, the Finance & Leasing Association met with other groups in London to discuss the issue, criticizing the new proposal as ‘an excessively burdensome approach for accounting for leases’.

The leasing industry has expressed its views to the International Accounting Standards Board (IASB) and the Financial Accounting Standards Board (FASB). They are concerned that the proposed new standards represent an excessive burdensome on companies and that the new rules may prevent companies from financing assets.

At a recent conference, a representative of the leasing industry said that the proposed changes could have wide-reaching consequences for companies, affecting balance sheets and income statements, but even more of a concern is complexity of the new accounting rules, with small and medium-sized businesses being particularly hard hit.

The IASB is seeking feedback on the proposals with the deadline for comments being July 17 . A final standard is expected by 2011.

Politics and Accounting

This article, from an anti globalization rabble-rouser, does contain some interesting stuff.

The Obama administration’s good offices have encouraged the big banks to launch a multi-front offensive to block any measures that would limit their profit-making, and to weaken already existing regulations.

Last February, for example, financial firms and banking organizations launched a multi-million-dollar lobbying drive to change mark-to-market accounting rules that forced banks to report losses or write-downs totaling $175 billion in 2008. Mark-to-market essentially requires banks to value their assets according to prevailing market prices. The banks have balked at this standard, demanding instead the right to assign their own values to their bad debts, using "internal models."

With the aid of $286,000 in campaign donations to the 33 members of a key House subcommittee, the Fair Value Coalition, the lobby group set up by the banks, succeeded in getting the industry rule-making body, the Financial Accounting Standards Board, or FASB, to give the banks immense latitude in suspending mark-to-market rules.

The Wall Street Journal on June 3 published an investigative report detailing the banks’ use of campaign fund monies to get their way. The Journal reported that the banking coalition spent a total of $27.6 million in the first quarter of 2009 on its lobbying effort.

It focused its drive on a House Financial Services subcommittee chaired by Rep. Paul Kanjorski, a Pennsylvania Democrat. Kanjorski received $18,500 from Fair Value Coalition members in the first quarter. Over the past two years, Kanjorski has received $704,000 in contributions from banking and insurance companies, the third-highest among members of Congress.

Barney Frank of Massachusetts, the Democratic chairman of the Financial Services Committee, received $8,500 from the coalition.

Kanjorski and other recipients of the bankers’ largess from both parties grilled the head of FASB, Robert Herz, at a committee hearing on March 12, demanding that he expedite a review of mark-to-market rules and threatening him with a bill to broaden government oversight of his board if he failed to comply.

Herz got the message, and on April 12, in advance of the stress test results and early enough to enable the banks to pad their first-quarter financial reports, FASB announced the changes demanded by the lawmakers.

According to the Journal, the American Bankers Association was the biggest contributor to the campaign funds of committee members in the weeks before the March 12 hearing. The newspaper quotes ABA President Edward Yingling as boasting, "We worked that hearing. We told people that the hearing should be used to talk about the big problems with ‘mark to market,’ and you had 20 straight members of Congress, one after another, turn to FASB and say, ‘Fix it.’"

The Journal notes: "The change helped turn around investor sentiment on banks.... Wells Fargo & Co. said the change increased its capital by $4.4 billion in the first quarter. Citigroup Inc. said the change added $413 million to first-quarter earnings." The newspaper cites a tax and accounting analyst, who estimates that the accounting changes will increase bank earnings in the second quarter by an average of 7 percent.

The Journal quotes Lynn Turner, the former chief accountant of the Securities and Exchange Commission and a former FASB member, as saying "he doesn’t think the banking industry will be satisfied until mark to market accounting is dismantled completely. ‘Despite efforts by FASB to give ground to the banks, enough is never enough, he says."

IFRS News Roundup

This summary of IFRS news comes from the AICPA. You can subscribe to their daily news feed on their site.


FASB chairman unhappy with direction in rule-reform efforts Financial Accounting Standards Board Chairman Bob Herz said last month that reform efforts for accounting rules are being done in a piecemeal fashion to appease politicians. The end result, Herz said, will be rules that are hastily implemented but not necessarily the best fix for the system. "We desire to get to a common good answer with the IASB and we will make best efforts to do so, but some of the directions we are currently headed in are not to the liking of our board," he said. Reuters

FCAG members see threats to international accounting standards External pressures on the FASB and IASB could result in "tragedy," according to at least three members of a joint board the two groups formed last year. The members of the Financial Crisis Advisory Group said such pressures could threaten "the very existence of international accounting standards." FCAG Co-Chairman Harvey Goldschmid and FCAG members Nelson Carvalho and Michel Prada raised their concerns at a meeting last month. AccountingWEB (5/24) , WebCPA (5/26)

Official: U.S. takes risk by not adopting IFRS The U.S. will be "the outlier" unless it adopts International Financial Reporting Standards within five years, according to International Accounting Standards Board member John Smith. "Those countries already adopting and committing themselves to IFRS will not accept a situation where the United States remains outside the system indefinitely, yet has a seat at the table," he said. For IFRS daily updates, training and other resources, visit www.ifrs.com. CFO.com

Gerhard Mueller: Accounting education must support IFRS IFRS and U.S. GAAP will converge over the next five to 10 years with a few minimal differences to accommodate "U.S. domestic quirks," said Gerhard G. Mueller, a longtime proponent of international accounting. One of the greatest challenges confronting convergence is accounting education in the U.S. fully integrating IFRS into textbooks and the curricula, he said. JournalofAccountancy.com (5/8)

Fund managers pressure IASB on accounting rules update Investors and fund managers want the International Accounting Standards Board to speed up its reform efforts aimed at eliminating fundamental problems with International Financial Reporting Standards. Many blame the rules for helping fuel problems in the banking sector. "It is time to wrap a cold towel around our heads. The end result has got to be an accounting system that looks after everyone and does not flatter profit and to take provisions when they are first apparent," said Andy Brough at Schroders. Telegraph (London) (5/17)

Mixed reviews greet revenue-recognition proposal More than half of the senior finance executives responding to a survey indicated they support a proposal of contract-based standards for revenue recognition, but some questioned how the rules would work in practice. The Financial Accounting Standards Board and the International Accounting Standards Board proposed a revenue-recognition model for use in Generally Accepted Accounting Principles and International Financial Reporting Standards. FASB will accept comment letters until June 19. WebCPA (5/28)

Analysis: New IASB standards on fair value offer consistency AccountingWEB (5/29)

IASB responds to financial crisis with fair-value proposal The International Accounting Standards Board is attempting to alleviate political pressure by proposing guidelines for fair-value accounting standards. "This exposure draft is an important milestone in our response to the global financial crisis," said IASB Chairman Sir David Tweedie. "It proposes clear and consistent guidance for the measurement of fair value and also addresses valuation issues arising in markets that have become inactive." WebCPA (5/29)

CPAs add IFRS knowledge but want SEC to allow more time for adoption CPAs gained familiarity with International Financial Reporting Standards over the past several months, according to an AICPA survey. When asked whether they think the Securities and Exchange Commission's proposed timeline should be changed, 47% said it should be delayed. Twenty-two percent supported the proposed timeline, and 6% want it to be accelerated. The remainder were unsure. Read the AICPA news release. JournalofAccountancy.com (5/14)

"All market participants" need IFRS training The first and most obvious question to ask about IFRS training is just who needs it. According to Remi Forgeas, CPA, the answer is "all market participants." That doesn't just mean CPAs, chief financial officers, accounting departments and auditors, he argues, noting that IFRS training is essential for a broad spectrum of people who will need to interact with IFRS as a part of their responsibilities. CPA Insider (5/26)

EU might ignore IASB, enact its own IFRS, council warns The Financial Reporting Council said in its annual report that the International Financial Reporting Standards, as written by the International Accounting Standards Board, are at risk from interference by European Union politicians. "We continue to have significant concerns that the EU might adopt its own version of IFRS, rather than the standards as published by the IASB," the council said. Accountancy Age (London) (5/27)

Tweedie: Global Politics and Economics will Force U.S. to Adopt IFRS in a Year—by 2011

The SEC IFRS Roadmap provides for the U.S. to adopt IFRS by 2014. Recently, doubt has been cast on that date by many U.S. issuers. However David Tweedie, chair of the IASB says the U.S. may be forced to adopt IFRS to adopt by 2011 because of political and economic pressure.

Tweedie spoke to Hofstra University students during a KPMG webcast on the status of IFRS convergence, playing u down the "IASB vs FASB" / "FASB vs IASB" fight.

Tweedie said: “Regardless of when the United States decides [to converge], you have Canada moving, Korea, India and Japan — and they all want us to finish in 2011, so this not just a U.S. thing,” said Tweedie. “They’re going to finish. Brazil goes in 2010.” He also said that this year Chile and last year Israel had completed convergence, while Mexico and Argentina will have completed convergence by 2012. China completed in 2007. Altogether 117 countries are currently using the system. “There’s one big economy missing … and that’s this one,” he quipped, “In 2011, we’ll be pretty close.” ...the U.S. will finish convergence by mid-2011”.

As far as the FASB/IASB funding and political dominance fights, Tweedie said that “All it needs is a partnership between the two.”

SEC to Hold Public Seminar on XBRL

SEC to Hold Public Seminar on New Interactive Data Reporting Requirements

The Securities and Exchange Commission will conduct a public seminar on June 10 from noon to 3 p.m. ET to help companies and preparers comply with new rules that require financial reports to be filed using interactive data (XBRL).

The Commission staff will present information about the technology requirements for complying with the rules and will also provide an overview of the tools and information provided by the Commission to assist with compliance. The seminar will also cover frequently asked questions about the rules and technology requirements.

In adopting the final rule, the Commission noted that interactive data has the potential to increase the speed, accuracy, and usability of financial disclosure and eventually reduce costs.
This event will be held in the auditorium at the SEC's headquarters at 100 F Street, N.E., in Washington, D.C. The seminar will be open to the public with seating on a first-come, first-served basis. The seminar also will be webcast via the SEC Web site.

To ensure the seminar is responsive to the needs of companies and preparers, the Commission staff is seeking suggested questions and topics to be discussed at the seminar. Interested parties should email their questions to Ask-OID@sec.gov and include in the subject line "Public Education Seminar."

For additional information about the seminar, contact Ask-OID@sec.gov

More Trouble in IFRS Paradise: More Political Woes

IASB Governance: The Next Accounting Battlefield

Another great blog by Joey Borson at the Controller's Executive Board

As the International Accounting Standards Board (IASB) matures as one of the world's two major accounting standard-setters, its governance structure must evolve to oversee its new jurisdictions, and to satisfy new or more demanding stakeholders. This has become a point of controversy, with a European Commissioner recently condemning the IASB's current governance structure as too insular and ineffective.

In the next several years, expect reforms to the Board's oversight committee, and changes in its funding structure. However, the IASB walks a delicate line-it must ensure independence while maintaining oversight over accounting standards-and the risk of a "carve out" of its authority by politicians remains a real possibility.

Board Governance: Structure and FundingIASB governance has long been a major concern; in their Roadmap for IFRS adoption in the United States, the SEC flagged IASB governance as one of their five main pre-conditions for adoption. This has been echoed by US stakeholders more generally - a third of all Roadmap commentators expressing concern with the current board governance practices. There are three main issues.

1. Board Membership: Currently, the IASB is overseen by a 22 member IASC Foundation, which is primarily responsible for appointing board members. There is a geographic representation requirement, with six members from Asia/Oceana, six from Europe, six from North America, and four who are "floating." The main concern here is a loss of influence neither U.S. nor European firms (and governments) have quite adjusted to having only a quarter of Board seats. In addition, there have been consistent complaints that the Boards will be too academic and that there will be inadequate investor representation on the committees.

2. Funding: Unlike the FASB, which is funded by mandatory levies on market participants, the IASB is still mainly funded by voluntary contributions from individual companies or accounting firms (in 2008, each of the Big Four contributed $2 million). Critics are concerned that stakeholders who pay the bills will have undue influence, and that voluntary payments, which can always be stopped, will prevent the Board from ever becoming truly independent.

3. Country-Specific Oversight: The IASB recently created a new oversight body, the Monitoring Board, which appoints the IASC Foundation members. This is staffed by representatives from the SEC, European Commission, Financial Services Agency of Japan, and the IOSCO. It was designed to give individual country's the final say over accounting policies, although it remains unclear what de facto oversight it will have, and in any event, will almost certainly be far weaker than the relationship between the SEC and FASB.

4. The IASB has been sensitive to these concerns; it is working to move towards mandatory, broad-based contributions, and has given lip-service towards broadening the functional background of board members, although it has yet to institute specific requirements. The Monitoring Board was also created in response to specific complaints. In addition, as the IASB tries to ensure sure US adoption of IFRS, it will make more concessions regarding governance improvement.

However, there will always be some tension. As an international body, the IASB has a much broader set of stakeholders than a purely domestic standard-setter, and the issues of representation and influence will not go away. This will be especially true when standard-setters try to use specific representation quotas, which are always vulnerable to changes in the underlying character of the IASB's constituency. In addition, the board structure is, by definition, a compromise among different countries and investors, and some stakeholders will inevitably be dissatisfied.

"Politicization" In Accounting:Though not strictly a governance issue, the IASB is also in a delicate position over how its standards are enforced. Technically, it does not formally set accounting standards for particular jurisdictions, instead, those countries will endorse the IASB standards they prefer for countries within their jurisdictions. Normally, countries automatically endorse all IASB rules-but in some cases, political authorities become more involved, and pick and choose particular standards.

Most famously, this happened when the European Commission carved out certain aspects of IAS 39 in 2004, but there are other examples where a version of IFRS has been adopted, though not "as written by the IASB." This is not unique to the IASB; earlier this year the US Congress strongly called upon the FASB to change fair value rules-and threatened to change the rules themselves if necessary. However, the fact that countries can "pick and choose" from IFRS has been a persistent, and genuine, complaint-especially for an organization that strives to create a single, global standard.

As a result, the IASB has had to toe a fine line-it needs its standards to be created in an independent nature, but it also needs to be at least cognizant of the desires of major political leaders. Otherwise, it risks writing excellent technical standards-that countries opt out of. This introduces a messy element to accounting standard-setting, and though not strictly speaking an issue of governance, it is a major factor on the minds of those responsible for governing the Board.

Next Steps: The next governance reforms the IASB will take are reasonably clear:

Funding: As a condition of the SEC Roadmap, we can almost certainly expect some form of independent, mandatory funding for the IASB. This will probably be a levy on public companies, similar to what occurs in the United States with the FASB.

Oversight Board Composition: It's unclear what impact the Monitoring Board will have, but it will properly play only a pro forma role in oversight. In addition, it remains unclear whether the IASB will institute some form of mandatory investor representative, either on the IASC Foundation or on the IASB itself. We can expect slight changes here, but probably no fundamental shifts in governance.

Political Relationships: Like it or not, accounting is now becoming increasingly politicized, and we can expect the IASB (and the FASB) to be more cognizant of the demands of politicians. They have shown admirable spine in withstanding some of the more outlandish requests, but they will probably have to make minor concessions along the way, as the cost of generally maintaining their standard-setting authority. This may create complications, and will certainly lead to less "pure" standards, but will probably be a reality, at least until the economic crisis ends and accounting receives less public attention.
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