Notes from IASCF constitution roundtable 19 June 2008

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21 Jun 2008

The Trustees of the IASC Foundation met with a range of interested parties on 19 June 2008 to discuss their initial proposals to revise the IASC Foundation Constitution.

The roundtable was held from approximately 9:30 am to 3:30 pm at the Renaissance Chancery Court Hotel, London. Click here for the Trustees' Draft Proposals (PDF 153k), which served as the basis for the discussions. The two main proposals are whether to:
  • Establish a formal link to key public institutions by creating a 'monitoring group' of representatives of official organisations, including securities regulators, that would approve Trustee appointments and review Trustee oversight activities.
  • Expand the IASB to 16 members from the present 14, and provide for geographical balance. Geographical balance would mean that normally there would be four IASB members from each of North America, Europe, and the Asia/Oceania region, plus four others appointed from any area, subject to maintaining overall geographical balance.
Four sessions of discussions were held during the day. At each, between six and eight constituents were invited to give opening remarks; Trustees present responded; and then a more unstructured conversation followed. Participants in each session raised similar issues; consequently, these notes summarise the discussions by topic rather than by session.

Notes from IASCF Constitution Review Roundtable
19 June 2008, London

Monitoring Group

To provide a formal link between public authorities and the IASC Foundation/IASB, the Trustees will propose that a Monitoring Group be established. This Monitoring Group would participate in the Trustees appointment process and approve the appointment of Trustees; and review and provide advice to the Trustees on their fulfilment of the oversight responsibilities set out in the IASCF Constitution. The initial composition of the Monitoring Group is proposed to be:

  • (a) the responsible member of the European Commission,
  • (b) the managing director of the International Monetary Fund,
  • (c) the chair of the IOSCO Emerging Markets Committee,
  • (d) the chair of the IOSCO Technical Committee (or vice chair or designated securities commission chair in cases where either the Chair of an EU securities regulator, Commissioner of the Japan Financial Services Agency or Chair of the US Securities and Exchange Commission is the chair of the IOSCO Technical Committee),
  • (e) the commissioner of the Japan Financial Services Agency,
  • (g) the chair of the US Securities and Exchange Commission, and
  • (f) the president of the World Bank

All participants supported establishing the Monitoring Group. Some saw it as an essential safeguard because, when a jurisdiction adopts IFRSs, it essentially surrenders its sovereignty over accounting standards. At the same time, some people expressed concern that there would be an increase in the 'politicisation' of the work of the IASB. Consequently, many commentators addressed the Monitoring Group's terms of reference, and in particular whether it should be permitted to propose candidates for nomination as Trustees. Participants were concerned that Trustees should continue to be independent and not beholden to securities regulators.

While agreeing that it is essential that securities regulators be represented on the monitoring group, some commentators expressed concern about the absence of other market regulators such as banking, insurance, and pension supervisors. In addition, some participants noted that the proposed monitoring group does not include a regulator directly involved with non-publicly accountable entities (SMEs) – for which the IASB is developing a separate IFRS.

Some commentators suggested that, in assessing the proposal, it would be helpful if the Trustees set out their rationale for the proposed composition of the Monitoring Group.

The IASCF Chairman stated in one session that to change the composition of the Monitoring Group 'will lead to quite a few complications, especially if you want to limit the number of people in the Monitoring Group'.

Monitoring Group's mandate

While supporting the creation of the Monitoring Group, many participants in the roundtables said that it must be clear that the IASCF Trustees are responsible for governance of the IASCF and the IASB. Many felt this should be made explicit in the proposals issued for comment.

Almost all participants wanted to ensure that the Monitoring Group did not, in any way, compromise or impair the IASB's independence, especially the ability to set the technical agenda. Some participants felt that the proposals had gone far enough to provide such assurance. In particular, proposed Constitution paragraph 19(c) was singled out for criticism by several participants:

...The Monitoring Group shall have the authority to request meetings with the Trustees or separately with the chairman of the Trustees (with the chairman of the IASB as appropriate) about any area of work of either the Trustees or the IASB. These meetings may include discussion of, and any IASC Foundation or IASB proposed resolution of, issues that the Monitoring Group has referred for timely consideration by the IASC Foundation or the IASB.

Some participants were concerned that this could involve the Monitoring Group directly the governance of the Foundation and the IASB. Because some of the agencies represented on the Monitoring Group are political, participants expressed concern that the IASCF and the IASB must not be politicised.

Some suggested that the Monitoring Group should be viewed as an 'audit committee', and it must avoid getting involved in operational aspects of the entity and avoid conflicts of interest. In their view, the Monitoring Group should monitor the Trustee appointment process and approve actual appointments, but it should be precluded from nominating Trustees directly.

In addition, some commentators expressed concern that the Group's role in providing 'advice' to the Trustees on the discharge of their oversight role could lead to regulatory influence on the IASB and, in particular, the technical agenda.

Trustee Appointments Advisory Committee

Views were mixed on this issue. Some participants thought that the Appointments Advisory Committee still had an important role (presuming that the Monitoring Group could not nominate Trustees) in identifying and proposing candidates for appointment to the Trustees. Others thought it was unnecessary and that the Trustees' committees could discharge this function. Many were indifferent.

Expanding the membership of the IASB and requiring an explicit geographical component

Almost all participants expressed concern that an explicit geographical component in the composition of the IASB would compromise the required technical competence and other criteria for Board membership. These fears were made forcefully; in spite of repeated assurances from Trustees present that the Criteria for IASB Membership in the Constitution were not at issue.

Many participants expressed concern that requiring an explicit geographical component could lead to Board members being seen to represent constituencies, rather than the global capital market participants, etc. Geographical representation at the Trustee level was necessary and accepted; it was not necessary at the IASB level. The current principle in the IASCF Constitution that the Board not be 'dominated by any particular constituency or geographical interest' was sufficient. With respect to voting requirement, many thought that a supermajority should be required-some wanted a 66% or even higher majority.

As to size, many participants were concerned that, at 14 members, the IASB was already at the upper limits of operational effectiveness. Expanding the Board to 16 members could run the risk of slowing down projects and fragmenting the Board, forcing it to work in sub-groups and reaching sub-optimal decisions. The IASCF Chairman did not seem to be concerned, hinting that sub-groups were not a bad thing. This comment was not welcomed by participants and did not build confidence in the outcome.

Others supported expanding the Board, noting that it would help in the Board's liaison responsibilities.

Other issues raised

Several constituents raised significant concerns about the way in which the IASB's agenda, especially with respect to the Memorandum of Understanding was being conducted-in particular that no opportunity for debate on the priorities and timescales set had been afforded constituents at large. One participant called this lack of consultation 'a disgrace'.

Next Steps

The IASCF Trustees will consider the submissions made at their meeting in Washington DC in July 2008 (public session on 8 July 2008). It is expected that the proposals will be published for public comment in mid-July 2008 with comments due in mid-September 2008.

This summary is based on notes taken by observers at the IASCF Roundtable and should not be regarded as an official or final summary.


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