It is no secret that the Securities and Exchange Commission has been slow to fulfill the rules mandated by Dodd-Frank. As of July 1, the agency had missed over half of the deadlines—56 out of 95 required rulemakings—according to the Davis Polk Dodd-Frank Progress Report. Despite this general lack of news, in late June the SEC released final rules on matters related to the compensation committee to little fanfare.
The rules focus on independence for both compensation committees and their advisors. Companies will now be required to disclose the existence of compensation consultant conflicts of interest and how these conflicts are addressed. Additionally, each national listing exchange is now required to propose heightened standards for independence of compensation committee members and the evaluation of compensation advisor independence. While the style of these new listing standards will be similar to those already existing for the audit committee, the SEC has established that the standards must consider the following two factors:
The source of compensation of the director, including any consulting, advisory or other compensatory factors paid by the listed company to the director; and
Whether the director is affiliated with the listed company or any of its subsidiaries or their affiliates.
While these rules affect proxy statement disclosures, compensation committee composition and boardroom procedure, they have received little attention. There are many possible explanations for this, including the fact that both the New York Stock Exchange and NASDAQ already address compensation committee director independence to an extent. However, timing is also a factor. The required disclosures of compensation consultant conflicts of interest will be effective for the 2013 proxy season. With respect to the new standards on independence, NYSE and NASDAQ have until Sept. 25, 2012, to propose new guidelines, which the SEC does not have to approve until June 27, 2013.
At NACD’s Compensation Committee Chair Advisory Council meeting in June, SEC Chief Counsel and Associate Director of the Division of Corporate Finance Thomas Kim spoke to the delegation on the SEC’s current activity. In addition to the rules on compensation committee independence, the agency is currently in the process of drafting proposed rules on the required pay ratio disclosure, as well as the “clawback” of executive compensation provision. Similar to the recently released rules, the clawback rules must be proposed and finalized by the SEC, then adopted by the listing exchanges—therefore placing the rules on the horizon, but not in the near future.
At the Advisory Council meeting, a key theme of the discussion was the necessity for boards to create transparent and comprehensive compensation packages. To this end, it was announced that NACD will produce a guide that will help boards develop pay plans to effectively compensate executives and communication strategies that articulate how these plans create long-term shareholder value.
For more information about the guide and the Advisory Council meeting, click here.
Last Monday, directors opened their email inboxes to find a disappointing employment report in NACD Directors Daily. In March, the U.S. economy added 120,000 jobs, far below economists’ projection of 210,000. This marks the first month since December that job increases failed to meet the mark of 200,000. While the unemployment rate dropped from 8.3 percent to 8.2 percent, it is speculated that this was largely the result of more people choosing to stop actively searching for jobs. While slightly more positive, NACD’s Board Confidence Index (BCI) also shows slow growth in employment.
Surveying directors on their confidence in the first quarter of 2012, the overall BCI score rose nearly six points to 60.6. Although an improvement over its Q3 2011 low of 47.5, the BCI is yet to reach its peak—achieved in Q1 2011—of 64.9. This growth is achieved through a consistently improved outlook for the long-term future of the economy, as well as progress made in the past year. Directors tend to be less confident in short-term economic conditions.
The boardroom is not unfounded in its hesitancy to predict the state of the economy in the coming months. The JOBS Act was recently signed into law, the future of the health care reform legislation is under debate, and most companies are in the midst of proxy season. Not to mention the list of proposed and final rules expected to come from the Securities and Exchange Commission and Public Company Accounting Oversight Board.
Thirty-six percent of directors responded that their company’s hiring practices resulted in a net gain in the last quarter. This is a 5 percent increase over Q4 2011. However, the amount of directors who plan to expand their workforce in the next quarter declined by nearly 15 percent.
Produced in conjunction with Pearl Meyer & Partners, this quarter the BCI introduced two questions that will provide significant benchmarks in the coming months. When asked if their CEO is on track to meet incentive plan performance objectives for this fiscal year, 74 percent of directors said their CEO was on schedule. Twenty-two percent noted their CEO was behind schedule. Furthermore, 60 percent of directors are confident their CEO will meet these incentive plan goals.
On June 13, 1958, my last day as a second-grader at Chesterbrook Elementary School in McLean, Va., I rushed home, got a book of matches, went outside, and ceremoniously burned my Jolly Numbers book.
Yes, I hated math. (Making 8s look like snowmen didn’t fool me; this was work!) Today, for myriad reasons I have grown to love math. But I can’t say that I love accounting and auditing (A&A). Now, I’m not angry enough at A&A to burn ledgers, but I do have a complaint: A&A today involves not only jolly numbers—but ever-changing ones, along with ever-multiplying acronyms. This can make serving on not only the audit committee, but also the board of directors, extremely challenging.
As we all know, all audit committee members serving on the boards of companies listed on the New York Stock Exchange (NYSE) or NASDAQ must be (or become) financially literate. The NYSE leaves the definition of literacy up to the board. NASDAQ, however, has defined this as the ability to read and understand fundamental financial statements. At NACD, we believe that all directors should be financially literate—and, consistent with NASDAQ, define this as the ability to read and interpret financial statements.
To effectively interpret financial statements, it is obviously helpful to know the standards that apply to them. This means not only understanding the financial numbers, but also some idea of how to account for and audit those numbers. Given the complexity of auditing and accounting standards today, this is not easy—not even for the “audit committee financial expert” that Sarbanes-Oxley rules first required for all audit committees almost a decade ago.
Yet A&A literacy is achievable—just ask! That’s what I’ve been doing for the past few decades while working with accountants and auditors on a number of projects—most recently a collaboration of the Center for Audit Quality (CAQ), the Financial Executives International, and The Institute for Internal Auditors with the NACD to find innovative ways to combat financial reporting fraud. As a group, I find these A&As typical of the profession: full of diligence and integrity—and governed by a growing number of standards.
Complex Challenges, Simple Solutions
Over time, I’ve identified at least seven complex challenges that thwart understanding of A&A:
Similar or identical A&A acronyms.
Overlap between A&A professions, and shared use of the word “auditor” for both internal controls and external reviews.
Shared turf between A&A standard setters.
Periodic changes of the names/numbers of A&A standards.
Growth in the number of mandatory A&A standards and standard-setters.
Growth in the number of voluntary A&A standards and standard setters.
Global convergence of A&A standards.
This blog will define these challenges and propose simple tips that all directors can use. At the end of this article, there is a list of the 20 most crucial acronyms for A&A standards and standard setters. As a director, you will want to learn these terms. But before you do, consider my advice on how to keep it simple.
Complex Challenge 1: Similar or identical A&A acronyms.At a board meeting, hearing about A&A standards, just to start with the beginning of the alphabet, you may hear the letters AS, ASB, ASU, AT, AU, followed by numbers. Do you really know which are accounting standards, and which are audit standards, and what they mean? (See the handy glossary below.) Getting to the letter I in the alphabet of A&A, the soup thickens.Recently, I learned that there was an IAASB as well as two different IASBs. I had the same second-grade impulse to strike a match! I calmed down when I learned that whereas the IASB is the International Accounting Standards Board, the other IASB is the Internal Auditing Standards Board, and the IAASB is the International Auditing and Assurance Standards Board. Might some nonexperts serving on audit committees drown in the alphabet soup?
Simple Tip 1: Call things by name. When you are in a board or committee meeting, whether you are a director or an advisor, don’t just use an acronym and number—and don’t let anyone get away with one. Use or insist upon the name of the standard. For example, instead of Topic 820 (or worse yet FAS 157, in the pre’99 parlance), call it “fair value accounting.”
Complex Challenge 2: Overlap between “accounting” and “auditing” professions—and use of the term “auditor” for both external and internal auditors. Auditing and accounting are different yet intertwined. It’s notable that the main U.S. standard setter for audit standards does not have audit in its name. It is called the Public Company Accounting Standards Board—even though it sets standards for auditing, not accounting! Similarly the IAASB (for “Audit” standards) is run by the International Federation of Accountants.
To make matters more complicated, the word “auditor” by itself means someone who works for an audit firm. However, the term “internal auditor” means someone who works for a company that gets audited by such a firm. The work of these two types of auditors is entirely different. The external auditor, as mentioned earlier, reviews the work of accountants. The internal auditor is responsible for what are called internal controls—the system of checks and balances that ensures an environment conducive to proper accounting and reduces the chance of error or fraud. Standards for each of these groups—accountants, auditors, and internal auditors, are set by three different authorities.
Simple Tip 2: Keep the As straight. Think of it this way. Accountants apply accounting standards to create financial statements, internal auditors set internal controls, and auditors audit the results. All three are necessary for good financial reporting and each needs separate professional standards.
Complex Challenge 3: Shared turf between accounting- and audit-standard setters. Because auditors essentially check the work of accountants, and both accountants and auditors must be CPAs, it is not surprising that there is some overlap between the turf of standard setters. An example of this would be the overlap between the American Institute of Certified Public Accountants (AICPA) and the Public Company Accounting Standards Board (PCAOB). The AICPA sets standards for private company auditors, and the PCAOB sets standards for public company auditors. However, unlike the AICPA, which has been in existence since 1897, the PCAOB is relatively young (10 years old) and has set only 15 Audit Standards so far (this is not counting other types of documents produced by the PCAOB such as concept releases). Where the PCAOB has not set an audit standard, called an AS, and where the AICPA has not set a statement of audit standard, called an SAS, companies are expected to follow by default the applicable audit standard set by the AICPA, called an AU.
Simple Tip 3: Give it to the committee “expert.” This is a particularly complex area. To maintain simplicity, the designated audit committee financial expert can shoulder this burden, assisted perhaps by an occasional educational session for the full board. Directors can take comfort in knowing that public company auditors are overseen by an independent board—the PCAOB. The AICPA has overseen private company auditors for more than 100 years.
Complex Challenge 4: Periodic changes of the names and content of accounting and audit standards. By now all audit committee members know about the FASB Codification project that renamed the GAAP standards definitively in July 2009. A few years back, I was writing a long treatise on U.S. accounting standards under the Financial Accounting Standards Board (FASB), such as the famous FAS 157 and its sequel 157R on fair value accounting. But along came a change that renamed and renumbered all of the standards. FAS 157 is now Topic 820. The global landscape has also shifted nomenclature. From 2004 to 2009, the Clarity Project of the International Accounting Standards Board improved International Standards for Accounting (ISAs), which are now referred to as International Financial Reporting Standards (IFRS).
Simple Tip 4:Learn the code! As mentioned earlier, it’s a good idea to use descriptive words rather than numbers when referring to a standard. In addition, if you are going to learn any numbers, the FASB Codification scheme is worth learning. Being only a few years old, and very well organized, it’s not likely to change in our generation.
Complex Challenge 5: Growth in the number of mandatory A&A standard-setters and standards. Currently, there are at least eight separate entities that are responsible for accounting and/or audit standards, more than 1,000 accounting standards, and dozens of audit standards—domestic and international. Thanks to monumental efforts by standard setters and the professionals helping them, the standards are logically ordered and clearly labeled. The main problem is the sheer amount. No single human brain can possibly know them all. Certainly an experienced accountant and/or auditor can help familiarize the board and the audit committee with the most important standard setters and standards.
Simple Tip 5: Make a list. Make your own list of the important acronyms. For a one-page guide to the 10 main standard setters and the 10 main acronyms they use, see the lists at the end of this blog.
Complex Challenge 6: Growth in the number of groups setting voluntary standards to supplement the mandatory standards. I was recently given an excellent guide to A&A organizations and their acronyms from a colleague in the standard-setting profession. In addition to the eight standard setters listed below in this blog, the list had 10 more, including the above-mentioned organizations (CAQ, FEI, IIA) and the longstanding Committee of Sponsoring Organizations of the Treadway Commission (COSO), which has suggested voluntary standards for internal controls for a quarter century.
Simple Tip 6: Prioritize your attention. As valuable as suggested practices are, mandatory standards come first. So, for example, a PCAOB standard on risk oversight would have more weight than a COSO standard, no matter how valuable the latter may be.
Complex Challenge 7: Convergence of accounting and audit standards globally. For years we have been hearing that accounting standards are converging into a global standard. The FASB and the IASB are currently holding meetings, slowly but surely creating joint standards. So far, the IASB has either completed or is working on more than 30 International Financial Reporting Standards (IFRS). That’s only about 3 percent of the way through the 1,000 we have in the United States.—and some may remain forever American—but it’s a trend worth watching.
Simple Tip 7: Request a “short list” of global A&A standards. It is beyond the call of duty for directors to master convergence by themselves. Here is a good area for professional assistance. Ask your external audit firm to provide a short list of the global accounting and audit standards that impact your operations most critically—along with notes about what they mean for the company. Given the slow progress of convergence, this is not an impossible task—and can broaden your A&A horizons.
Don’t get me wrong. I have profound respect for the accounting profession and the various professionals who hold the title of certified public accountant (CPA). They rival corporate directors as a group endowed with a keen sense of integrity and service on behalf of the enterprises they serve. Personally, however, I wouldn’t want to do their work. They deserve every penny they make, precisely because of all the names and numbers they must learn and remember to do their jobs.
In closing, here are the acronyms I have collected as must-knows for all of us. Good luck, and please keep all matches away from me!
20 MUST-KNOW ACRONYMS FOR A&A STANDARD SETTERS AND STANDARDS
These lists only include mandatory or unique standards and the bodies that set them. It does not include the many organizations that support this fundamental work through additional voluntary standards. (See No. 7)
Acronyms for Standard-Setters
AICPA – American Institute of Certified Public Accountants – standard-setter for accounting and auditing of private companies.
ASB – Audit Standards Board of the AICPA – standard setter for private company audits. This board oversees the AU standards of the AICPA. The AU standards are numbered from 110 to 901. They are interim standards unless they are superseded by an SAS. There are 121 of the SAS standards (SAS 1-SAS 121).
FASB—Financial Accounting Standards Board—standard-setter for U.S. accounting rules. The FASB, along with its predecessor the Accounting Principles Board, has set standards in Topic Areas, as well Exposure Drafts to test ideas. Topics, which are authoritative, cover nine areas numbered 105 (General Principles) through 995 (Industry Standards). Each Topic has drop downs with one to 10 further topics, each of which in turn has several more topics. All in all, counting all three levels of topics, there are some 1,000 topics.
IASB—International Accounting Standards Board—This group has either completed or is currently working on more than 30 standards, called IFRSs. See also the IASB below
IAASB—The International Auditing and Assurance Standards Board—part of IFAC. The IAASB has issued 36 standards for auditing and assurance numbered 200 through 810.
IASB—Internal Auditing Standards Board—This group sets standards for internal auditing internationally. It is part of The IIA.
IFAC—International Federation of Accountants—standard setter for international standards of audit and assurance (via IAASB). See IAASB.
IFRS Foundation—With the IASB, sets international accounting standards. See IASB.
The IIA—The Institute of Internal Auditors—sets global standards for internal auditing. The long name of these are International Standards for the Professional Practice of Internal Auditing, globally nicknamed IPPF. These Standards are numbered 1000 through 2600. Standards vary in length and complexity, but some are many pages long, containing numerous subtopics.
PCAOB—Public Company Accounting Oversight Board—setter of U.S. auditing rules. The PCAOB has set 15 Audit Standards (AS1-AS15). It also has posted 18 professional standards, called Rule 3100 through Rule 3700. It also has posted the AICPA’s AUs (see AICPA). The PCAOB also publishes Concept Releases to text ideas before they become proposed standards.
Acronyms for Standards
AS—Audit Standards—standards set by the PCAOB
ASU-—Accounting Standard Update—Updates to accompany the Topics in FASB. (Ever since Sept.15, 2009, Topics replaced SFASs name and numbers.)
AT—Interim Attestation Standard—adopted by the PCAOB as an interim standard for an aspect of auditing; based on AICPA audit attestation standards.
AU—Interim Audit Standards of the PCAOB and shared by the AICPA. (The “A” and “U” do not stand for words.) Each AU is authoritative unless and until it is superseded by an SAS. Each AU is consistent with and draws from one or more SASs.
GAAP—Generally Accepted Accounting Principles—standards set by FASB.
GAAS—Generally Accepted Auditing Standards—standards set by the ASB of the AICPA.
IFRS—International Financial Reporting Standards—set by the IASB and IFRS Foundation; supersede IAS standards.
ISA—International Standards on Auditing—from IAASB.
SAS—Statement on Auditing Standard—an authoritative standards from AICPA.
Topics—the new name given to accounting standards under FASB’s Codification.
The following acronyms are superseded (or waning) but still being referenced by those who have not learned the new nomenclature.
FAS—Financial Accounting Standard—old name for standards issued by the FASB—also called SFAS (for Statement of Financial Accounting Standard).
IAS—International Accounting Standards—currently being superseded by IFRS.