Governance Center Blog

Jan
06
2011

Some More Top Issues Lists for 2011

With the first week of the New Year just about over, I have come upon three more top issues lists for directors and management in 2011. Consider this an addendum to my Dec. 21 post.

One list comes from the very prolific and opinionated Norman Marks of the Institute of Internal Auditors, a thought leader on internal audit, corporate governance, risk management and compliance who is responding to KPMG Audit Committee Institute’s Ten To-Do’s for Audit Committees in 2011 list. Another is the annual list of Top Challenges for Financial Executives by Marie N. Hollein, president and CEO of Financial Executives International. The other list, which I just received today, comes from Michael Rasmussen, president and owner of Corporate Integrity LLC, a corporate governance, risk management and compliance (GRC) think tank and advisor. Read the rest of this entry »

Nov
03
2010

Dear CFO: SEC Warns of Foreclosure Disclosure Issues

It looks like public company directors don’t have to just heed my warning [See Oct. 20 blog post.]about addressing the possible fallout from the current foreclosure crisis. By now their management teams should have told them the SEC is gently reminding them of their obligation to disclose the risks and uncertainties their companies may have related to such securities.

A so-called Dear CFO letter last month wasn’t just sent out to the CFOs of banks, mortgage lenders and other financial services companies. In fact, the agency’s Division of Corporation Finance sent the letter to certain public companies as a “reminder of their disclosure obligations to consider in their upcoming 10-Qs and subsequent filings, in light of continued concerns about potential risks and costs associated with mortgage and foreclosure-related activities and exposures.” Read the rest of this entry »

Jun
18
2010

Compensation Plans Provide Companies Chance to Rebuild Trust

Although executive compensation plans may not be as big a source of shareholder and public anger that they were last year in the heat of the financial crisis, they will become a sticking point for boards if and when Say on Pay becomes mandatory.

But there is a deeper reason public companies may want to address their compensation plans in the near future. There is a societal context to executive compensation as U.S. businesses try to regain the trust of the public and citizens feel some degree of common cause with those businesses. The financial crisis is the latest erosion of that trust, especially since American taxpayers were asked to bail out some of those large businesses. Read the rest of this entry »

Jan
08
2010

Top 10 Issues Facing Directors in 2010

As part of my required reading during the first full week of the New Year, I can’t help but notice how many Top 10 board issue lists there are. And when I think about how critical 2010 is to the future of U.S. businesses and the recovery from the current recession, I realize how important it is to pore over those lists and determine whose advice is the most appropriate.

That is exactly what I will attempt to do with this post. Consider this the best of the Top 10 corporate governance lists for 2010. While it is by no means exhaustive, it is pretty thorough. I focused on annual memos from Weil Gotshal (Ten Thoughts for Ordering Governance Relationships in 2010), Financial Executives International (CEO Marie N. Hollein’s Top Challenges for 2010) and KPMG’s Audit Committee Institute (Ten To-Do’s for Audit Committees in 2010).

Another good source of advice, which I already featured in a recent post on good corporate governance, is the annual client memo from Wachtell, Lipton, Rosen & Katz (Some Thoughts for Boards of Directors in 2010) by partners Steven A. Rosenblum and Marty Lipton and associate Karessa L. Cain. Among many issues facing boards in 2010, Wachtell, Lipton believes succession planning is key as shareholder pressure builds. The memo reads: “CEOs and senior management have been under tremendous pressure from shareholders, employees, customers and other constituencies to manage difficult market conditions, and not surprisingly, continuity of executive leadership throughout the economic crisis has increasingly been the exception rather than the norm.”

Here are the best of the Top 10 lists for 2010 (OK, the FEI list only listed nine items, but you get the idea) in order of importance:

10.) Global Convergence of U.S. GAAP and IFRS: While it is true the United States is the last of the industrialized countries to embrace IFRS, that doesn’t mean boards shouldn’t be concerned about mandatory adoption in the near future. The SEC, whose IFRS roadmap hit a roadblock in 2009 in the midst of the financial crisis, seems ready to move ahead with setting a definitive date for adoption possibly by 2014. (FEI 2010 Top Challenges for Financial Executives) Read the rest of this entry »

Nov
20
2009

Bureaucratic Roadblocks Holding Up Guidance on Fair Value, Financial Instrument Standards

Those of you who attended the Financial Executive International’s 28th annual Conference on Current Financial Reporting Issues (CFRI) in New York City on Monday and Tuesday got a glimpse of what is holding up clear guidance on accounting standards for financial instruments and fair value measurement. Those of you who didn’t have the opportunity to make it to the Marriott Marquis, you may want to read on.

It was evident during Monday’s Financial Accounting Standards Board/International Accounting Standards Board  update (featuring Robert Herz, FASB chair, Patrick Finnegan, IASB board member, Russell Golden, FASB technical director) that there is a lot more to do. That’s despite some recent actions by the IASB as well as a joint meeting between the two standard setters. It has been more than a year after the height of the financial crisis triggered by mortgage-backed securities brought down banks worldwide causing governmental bailouts, and yet still there is no clear guidance on fair value measurement of financial instruments.

While the FASB and IASB are being asked to come up with such guidance in a timely manner, the two standard setters are still trying to reconcile the many differences between existing standards. It’s the rules-based standards of FASB vs. the principles-based standards of the IASB. At the same time, a new Securities and Exchange Commission (SEC) is thinking about next steps for adopting International Financial Reporting Standards (IFRS). So it should be no surprise that both boards don’t expect to have final standards on both financial instruments and fair value measurement until late 2010.

“[SEC Chair] Mary Schapiro said, ‘I’m new, I’m not bound by the past SEC’s IFRS Roadmap,’” FASB Chair Robert Herz said at Monday’s CIFRA session. “Unfortunately, that was misinterpreted by some as pouring cold water on the whole thing. Both she and Jim Kroeker [SEC deputy chief accountant] say they are going to make clear by the end of the fall where they are going with IFRS. So I would expect an answer by 9 a.m. on Dec. 21.”

Regarding financial instruments (specifically mortgage- and asset-backed securities, collateralized debt obligations and derivatives), the IASB jumped ahead of the FASB by announcing Nov. 12 (read press release) it has approved a new standard, IFRS 9 Financial Instruments. Mandatory adoption of the standard would take effect Jan. 1, 2013, although early adoption is permitted for the 2009 year-end financial statements. The FASB expects to produce an exposure draft that addresses the classification and measurement, impairment technology and hedge accounting financial reporting requirements by the first quarter of 2010. Both boards plan to publish final standards by the fourth quarter of 2010.

In a joint statement Nov. 5 on their original memorandum of understanding, both boards wrote that they were “concerned that the difference in timetables is creating a risk that they will develop different requirements for some financial instruments. Such an outcome is inconsistent with the goal of providing investors with information that is both of high quality and comparable irrespective of whether the entity reporting is applying IFRS or US GAAP.”

On fair value, while the FASB has been looking to update FAS 157 Fair Value Measurements, the IASB published its first exposure draft on an IFRS for fair value measurement in May. In October 2009, both boards agreed in a joint meeting that their objective to ensure fair value has the same meaning in US GAAP and IFRS.

“We agreed to come together on hedging,” Russell Golden, FASB technical director, said at Monday’s session. “We are creating a joint operational panel in the next two weeks. …We plan to reconcile FAS 157 to IASB guidance.”

The IASB will continue to hold roundtables on fair value measurement in Asia, Europe and North America in conjunction with FASB, IASB plans to publish its final standard on fair value measurement and FASB will make amendments, if any, to US GAAP.

When all is said and done, urgent guidance action by the world’s two most influential accounting standard setters would have taken nearly two years to produce. In the meantime, what are all the public companies affected by such financial instruments to do.

To learn more about the specifics of FAS 157 and IFRS 9 by going to the FASB and IASB websites. To check more about CIFRA, go to the FEI blog.

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