Chairman
Stearns, Ranking Member Schakowsky, and the Members of the Subcommittee, thank
you for the invitation to appear today to review with you the actions and
activities of the Financial Accounting Standards Board ("FASB" or
"Board") since the bankruptcies of Enron Corp. ("Enron") and WorldCom,
Inc. ("WorldCom").I have brief
prepared remarks, and I would respectfully request that the full text of my
testimony and all supporting materials be entered into the public record.
The
FASB is an independent private-sector organization.We are not part of the federal government.Our independence from reporting enterprises, auditors, and the federal
government is fundamental to achieving our mission-to set accounting and
reporting standards to benefit the users of financial information-most
notably, investors and creditors.Those
users rely heavily on credible, transparent, comparable, and unbiased financial
reports for effective participation in the capital markets.
The
FASB has no power to enforce its standards.Responsibility for ensuring that financial reports comply with accounting
standards rests with the officers and directors of the reporting enterprise,
with the auditors of the financial statements, and for public enterprises,
ultimately with the Securities and Exchange Commission ("SEC").
Clearly, the events of the past
year have shaken confidence in our reporting system and in our capital markets.While most of the problems seem to stem from outright
violations of rules, fraud, and apparent audit and corporate governance
failures, those problems also have prompted broader questions about virtually
every aspect of our financial reporting system, including financial accounting
and reporting standards and accounting standard setting.
I think those questions are
appropriate and are healthy, and, quite frankly, I think they were overdue.As with crises in other areas of business or life, this crisis prompts
reflection, introspection, a better understanding, and then rebuilding, change,
and renewal.So it must be with our
financial reporting system.And, I
think a major lesson and an indelible reminder from this crisis is that sound
financial reporting is indeed very key to the health and vitality of our capital
markets, our economy, and our society as a whole.It matters!
So, what are we at the FASB doing
to fulfill our mission and to play our important role in helping improve
financial accounting and reporting and restore investor confidence?The answer is many things-in regard to specific technical areas, in
terms of our own operations, and in terms of the whole structure and direction
of accounting standard setting in this country.
On the technical front, we have
significantly modified our agenda and priorities in direct response to issues
that have come to light since the Enron and WorldCom bankruptcies.These issues include the accounting for special-purpose entities ("SPEs"),
guarantees, energy trading contracts, stock-based compensation, and the broad
area of revenue recognition.Let me
touch briefly on each of those items.
With respect to SPEs, we issued new
requirements in January 2003.Those
requirements provide that enterprises with investments or other relationships
with SPEs must carefully assess their involvement to determine whether they
receive a majority of the risks or rewards of those SPEs.If so, the enterprises are required to report the assets, liabilities,
and gains and losses of those SPEs within their own financial statements.We expect that under the new requirements many, but certainly not all, of
the SPEs that currently are not reported by any enterprise will be reported in
the future.The new requirements
also significantly improve the disclosures related to an enterprise's use of,
and involvement with, SPEs.
In a closely related project on
accounting and disclosure of guarantees, we issued new requirements in November
2002.Those requirements provide
that all enterprises recognize a liability at fair value for the obligations
they undertake when issuing a guarantee and that those enterprises make
additional disclosures about the guarantees.We believe the new requirements will result in a more representationally
faithful depiction of an enterprise's liabilities.The requirements will also improve the transparency of enterprise's
obligations and liquidity risks related to the guarantees it issues.
In October 2002, our Emerging
Issues Task Force ("EITF") and the FASB staff addressed certain practice
issues related to the accounting for energy trading contracts.The EITF decided to preclude mark-to-market accounting for certain
difficult-to-value energy trading contracts.The EITF also decided to require that gains on certain energy trading
contracts be shown net (rather than gross) in financial reports.At the same time, the FASB staff observed that no enterprise should
recognize an upfront gain at the inception of entering into certain financial
contracts, unless the fair value of those contracts are clearly evidenced by
observable market transactions or market data.
We also have a current project on
our agenda to improve the existing accounting requirements for measuring and
disclosing the fair value of essentially all financial instruments, including
those whose fair value cannot be reliably measured by observable market
transactions or market data.
In December 2002, we issued new
requirements relating to the accounting for stock-based compensation.Those requirements allow the more than 170 enterprises that are
voluntarily changing to the preferable fair value approach of accounting for
stock-based compensation to effect that change in several alternative manners.
The new requirements also provide
for clearer and more prominent disclosures about the costs of stock-based
compensation.Finally, the new
requirements increase the frequency of key stock-based compensation disclosures
from annually to quarterly.
We also issued a preliminary
document for public comment about the accounting for stock-based compensation in
November 2002.That document
explains the similarities and differences between recent proposed requirements
by our international counterpart, the International Accounting Standards Board
("IASB"), and the preferable fair value approach under existing US
standards.
We have been reviewing the input
received on that document and other input we have been receiving from investors,
analysts, enterprises, and some Members of Congress about a variety of issues
relating to the accounting for stock-based compensation.We will soon deliberate, at a public meeting, whether the Board should
add a new project to its agenda to pursue further improvements in this area,
including whether we should mandate the preferable fair value approach.Of course, any new project to pursue further changes to the accounting
and reporting for stock-based compensation would be subject to the FASB's open
and thorough due process procedures.
Finally, with respect to our
technical activities, our EITF issued new requirements in November 2002
addressing certain revenue recognition issues arising from revenue arrangements
with multiple deliverables.Those
requirements should improve the comparability and transparency of the reporting
of revenue from the delivery or performance of multiple products, services, or
rights to use assets.Examples of
those types of arrangements include the sale of a cellular telephone with
related telephone service, or the sale of medical equipment with related
installation service.
As a longer-term solution to the
many issues surrounding the accounting for revenue recognition, we added a major
project to the FASB's agenda addressing this whole area broadly.The objective is to develop, jointly with the IASB, a coherent,
conceptually consistent model for revenue recognition that would replace much of
the existing literature and that would serve as a principles-based source for
developing future accounting guidance as new types of transactions emerge in the
marketplace.
In terms of our own operations and
the whole structure and direction of accounting standard setting in this
country, last year we launched a series of wide-ranging reviews covering a broad
range of issues in this area.Some
of the key aspects of our review and findings relate to improving our speed and
timeliness, increasing the involvement of investors and other users of financial
reports in our activities, the topic of a principles-based accounting system,
international convergence, and how all of these things impact the structure and
direction of US accounting standard setting.
With respect to improving speed and
timeliness, our independent oversight body-the Financial Accounting
Foundation-amended our Rules of Procedure last year to require only a four to
three vote of the Board, rather than a five to two vote, to issue both proposals
and final standards.
Also last year we implemented a
reorganization of our senior staff to enhance the focus and accountability of
our staff activities.We also are
conducting a thorough process mapping of all our procedures in order to identify
and to hopefully eliminate those procedures that are redundant or do not add
value, while at the same time not compromising our thorough and open due
process.
To increase the involvement of
investors and other users of financial reports in our activities, we recently
established the User Advisory Council ("UAC").The UAC includes representatives from mutual fund groups, major
investment and commercial banks, rating agencies, and other groups that
represent investors and other key users.We
held our first public meeting of the UAC on February 13, 2003.We intend to use the UAC as a source of input on FASB agenda decisions
and on specific issues within ongoing FASB projects.
We issued a proposal for public
comment on the whole subject of principles-based accounting standards in October
2002.In December 2002, we held a
public roundtable meeting with respondents to discuss various aspects of that
proposal.
In the coming weeks, we expect to
discuss at public Board meetings the input received in response to the proposal
and decide what additional actions, if any, the FASB should pursue in this area.We also plan to continue to work closely with the SEC as it responds to
the principles-based study and reporting requirements contained in the
Sarbanes-Oxley Act of 2002.
We also have been devoting
significant resources to the area of international convergence.Our recent work in this area includes developing procedures and protocols
used not only by the FASB but also by the IASB and other major national
standards setters in working together.In
addition, we are working with the IASB on several major joint projects,
including, as mentioned earlier, revenue recognition, business combinations, and
reporting on financial performance.We
are also closely monitoring the progress of the IASB on other key projects.
In October 2002, we reached a
historic agreement with the IASB to use our best-efforts to align our agendas
and, very importantly, to undertake a specific project (with the help and
support of the SEC staff) aimed at accelerating the convergence process by
trying to eliminate or narrow some of the areas of difference between current US
and international standards.Because
there are literally hundreds of differences between US and international
standards, realistically, this effort will still be ongoing, well beyond 2005
when Europe adopts international standards en masse.But we need to set this process in motion now, so that we can achieve
greater progress in this important area going forward.The overall objective of international convergence is not convergence
just for the sake of convergence, but rather to arrive at high-quality
accounting solutions that improve the transparency of financial reporting in the
US and abroad.
Finally, with respect to structural
improvements to US accounting standard setting, the FASB made several recent
changes that we believe are necessary to better control the proliferation and
consistency of US accounting requirements.First, we decided that the role of the Accounting Standards Executive
Committee of the American Institute of Certified Public Accountants as a second
senior-level accounting standard setter in the US would, after a transition
period of approximately one year, be discontinued.We also decided that, in the future, the maintenance and development of
any industry-based standards would reside with the Board.
Second, we decided that with regard
to our EITF, two FASB Board members would become members of the EITF agenda
committee and the FASB Board members would more actively participate at all EITF
meetings.Moreover, all future EITF
decisions would be subject to the FASB Board's review and ratification.Finally, we broadened the composition of the EITF to include
a user representative to ensure that the user perspective is properly considered
in the EITF's deliberations.
This has been a brief summary of
some of our many actions and activities at the FASB, post-Enron and WorldCom.These actions and activities are designed to better meet the
challenges and opportunities that face us and that face the financial reporting
system.I hope you will agree that
it is not business as usual at the FASB and that we are on the right track.
I believe that the overriding goal
must be improvement of the overall financial accounting and reporting system in
this country.That's what it is
all about-sound, transparent, unbiased information that the system needs to
work effectively.I know that many
Members of Congress and the investing public are demanding that we and others
continue to take bold and decisive actions to restore investors' confidence,
the capital markets expect it, and I believe that our country deserves nothing
less.
Thank you again, Mr. Chairman,
Ranking Member Schakowsky, and all of the Members of the Subcommittee.
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