Record of Proceedings
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1 1 Record of Proceedings 2 3 4 5 SEC ADVISORY COMMITTEE ON 6 IMPROVEMENTS TO FINANCIAL REPORTING 7 Open Meeting 8 9 10 11 Friday, July 11, 2008 12 13 14 15 United States Securities and Exchange Commission 16 100 F Street, Northeast 17 Washington, D.C. 18 19 20 21 22 23 24 25 2 1 C O N T E N T S 2 3 ITEM PAGE 4 Introductory Remarks - Robert Pozen, Chair 6 5 Consideration of comment letters received 9 6 Discussion of developments since May meeting 7 Presentation by subcommittees 8 Subcommittee 1 - Substantive complexity 17 9 Vote 46 10 Subcommittee 2 - Standards setting process 47 11 Vote 85 12 Subcommittee 3 - Audit process and compliance 86 13 Vote 136 14 Subcommittee 4 - Delivering financial information 136 15 Vote 156 16 Comments by Chairman Cox 158 17 18 Certification 164 19 20 Exhibit A -- Agenda 21 Exhibit B -- Draft Final Report 22 Exhibit C -- Comment Letter Summary through June 30, 2008 23 Exhibit D -- Index of Written Statements Received 24 25 3 1 COMMITTEE MEMBERS PRESENT: 2 Robert C. Pozen, Chairman 3 Dennis R. Beresford 4 Susan S. Bies 5 J. Michael Cook 6 Jeffrey J. Diermeier 7 Scott C. Evans 8 Linda L. Griggs 9 Joseph A. Grundfest 10 Gregory J. Jonas 11 Christopher Liddell 12 William H. Mann, III 13 G. Edward McClammy 14 James H. Quigley 15 David H. Sidwell 16 Peter J. Wallison 17 18 COMMITTEE MEMBERS ABSENT: 19 Edward E. Nusbaum 20 Thomas Weatherford 21 22 23 24 25 4 1 OFFICIAL OBSERVERS PRESENT: 2 Robert Herz, Chairman 3 Charles Holm 4 Kristen E. Jaconi 5 Mark Olson 6 7 OFFICIAL OBSERVERS ABSENT: 8 Phil Laskawy 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 5 1 SEC AND COMMITTEE STAFF PRESENT: 2 Conrad Hewitt, SEC Chief Accountant 3 James Kroeker, SEC Deputy Chief Accountant 4 Jeff Minton, SEC Chief Counsel, 5 Office of the Chief Accountant 6 Nili Shah, Assistant Chief Accountant, 7 Office of the Chief Accountant 8 Adam Brown, Professional Accounting Fellow, 9 Office of the Chief Accountant 10 Shelly Luisi, Senior Associate Chief Accountant, 11 Office of the Chief Accountant 12 John W. White, Director, 13 Division of Corporation Finance 14 Shelley Parratt, Deputy Director, 15 Division of Corporation Finance 16 Wayne Carnall, Chief Accountant, 17 Division of Corporation Finance 18 Russell Golden, FASB Senior Advisor to Committee Chairman 19 Amy Starr, SEC Senior Special Counsel to Director, 20 Division of Corporation Finance 21 22 23 24 25 6 1 P R O C E E D I N G S 2 INTRODUCTORY REMARKS 3 CHAIRMAN POZEN: I want to thank again the staff 4 for doing a great job in producing this draft. I know from 5 prior experience they'll have plenty of chances to do some 6 more work between now and the time we put this out finally. 7 Jim, do you want to give us an opening? 8 MR. KROEKER: Yes, good morning and welcome. I 9 wanted to start the meeting today by just taking a moment to 10 recognize the significant efforts that Brett Williams has 11 made to this committee. His kindness, his generosity, his 12 willingness to help, his enthusiasm were an encouragement to 13 us all, and he will be greatly missed. 14 One of the traditions we have at the SEC when 15 someone leaves is to sign the signing board. We have a 16 signing board outside the auditorium for anyone who would 17 like to provide comments and sign. We intend to frame that 18 and then send it to his family. 19 I'd like to start with a moment of silence 20 recognizing Brett. 21 [Moment of silence.] 22 CHAIRMAN POZEN: I'd also like to point out that on 23 "iii" on the draft transmittal letter, we do have officially 24 a statement about Brett and recognition of his contributions. 25 I hope a copy of that will go to his family so that will be 7 1 recognized. 2 Again, I want to thank all the other staff members 3 who have done a great job. This has been really a major 4 undertaking. 5 MR. KROEKER: We sent to the full committee details 6 of family contacts and service information. 7 CHAIRMAN POZEN: In terms of introductory remarks, 8 the first agenda item, I'm not going to make very long 9 remarks. Our attempt in this meeting is to reach pretty much 10 final agreement in principle on any issues that are 11 remaining. I believe that the draft is in pretty good shape, 12 and there will, of course, be refinements that various people 13 will want, and I'm hoping we can do a few of those. 14 We have passed out the executive overview just 15 because there have been a few changes that were requested by 16 FASB, and we have incorporated those, so people should see 17 those. We will discuss that. 18 We will then go through and discuss each of the 19 chapters in order and bring to the floor any issues that are 20 remaining. 21 We will have a break at lunch and then come back 22 and finish up whatever we have left. 23 I think that all the subcommittees are to be 24 congratulated. There has been a huge amount of hard work. I 25 do think that the sort of wordsmithing we are involved with 8 1 now is important because we surely do not want to be 2 vulnerable or criticized for something that really was an 3 inadvertent phrase here or there. 4 I think the gist of most of the recommendations are 5 very solid. We want to make sure that if there are concerns, 6 that they get met. 7 We will also be putting out in the Federal 8 Register, Jim, today or very soon, requests for comments, so 9 that if anyone in the public has comments on this July 11th 10 document, they will have, I think, until July 22nd. 11 Nili, is that correct? 12 MS. SHAH: Yes. We are going to get the Federal 13 Register Notice out for the July 31st meeting and inviting 14 the public to send comments to it. 15 CHAIRMAN POZEN: The Federal Register Notice -- 16 thank you for clarification -- will be for the July 31st 17 meeting, which will just be a phone meeting. We will ask for 18 public comments on this draft, July 11th draft, to be 19 submitted. Everyone should be on notice, I think, by July 20 22nd, so that we would have time to absorb any more comments. 21 I think in fairness to us as a committee, we have 22 been very transparent. We have shown at every point what our 23 proposals are and what our concepts are. 24 I do not believe that there is anything in this 25 July 11th draft that should be surprising to people. On the 9 1 other hand, if people do have comments, we want to get them 2 and try to integrate them into the final report as soon as we 3 can. 4 That is our agenda for today. I guess I would ask 5 that Jim begin by consideration of the comment letters. 6 CONSIDERATION OF COMMENT LETTERS RECEIVED 7 MR. KROEKER: Your discussion of comments and 8 comment letters is an opportunity to continue to comment and 9 is a good segway to highlight what Nili Shah -- among the 10 tremendous things she's done for the committee, she put 11 together an excellent summary of the comments that have been 12 received to date and has been posted to the website. It is 13 in a memo to the full committee dated July 7th. 14 It summarizes the approximately 100 comment letters 15 that the committee has received, approximately 80 different 16 respondents. Some have sent multiple letters. It is about 17 80 different individuals or organizations. 18 I know the subcommittees throughout their process 19 have either reached out directly or indirectly to members of 20 the public to help do research and inform the subcommittees so 21 the subcommittees can provide recommendations to the full 22 committee. 23 The subcommittees have also considered both the 24 summary that Nili has provided as well as summaries that 25 staff of the subcommittees have provided to the various 10 1 subcommittee chairs as well. 2 That memorandum again is on the website, and it 3 also has an index of all comment letters received. 4 I'd open it up to whether there are any questions 5 on comments. Obviously, Bob, as you talk about the 6 recommendations today, we will get into some of the areas 7 where commentors have provided thoughts and that the 8 committee has either incorporated those thoughts or how they 9 have dealt with them. 10 CHAIRMAN POZEN: Yes. I've asked the staff to look 11 at all comment letters and by subcommittee to see whether we 12 have been responsive to the comment, or if not, we have made 13 an express decision that we are not going to take this into 14 account. 15 I think there has been a real effort systematically 16 to be responsive to all the comments. If there is anyone who 17 wants to raise an issue about the comment letters, now is the 18 time to do it.