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 Friday, May 2, 2008 11 8:00 a.m. 12 13 14 15 Donald E. Stephens Conference Center 16 5555 North River Road 17 Room 41 18 Rosemont, Illinois 19 20 21 22 23 24 Diversified Reporting Services, Inc. 25 (202) 467-9200 2 1 COMMITTEE MEMBERS PRESENT: 2 Robert C. Pozen, Committee Chairman 3 Dennis R. Beresford 4 Susan Schmidt Bies 5 J. Michael Cook (successful dial in?) 6 Jeffrey J. Diermeier 7 Scott C. Evans 8 Linda L. Griggs 9 Joseph A. Grundfest 10 Gregory J. Jonas 11 Christopher Liddell 12 G. Edward McClammy 13 Edward E. Nusbaum 14 James H. Quigley 15 David H. Sidwell 16 Peter J. Wallison 17 Thomas Weatherford 18 COMMITTEE MEMBERS ABSENT: 19 William H. Mann, III 20 OFFICIAL OBSERVERS PRESENT: 21 Robert Herz 22 Charles Holm 23 Mark Olson 24 Kelly Ayre for Kristen Jaconi 25 3 1 OFFICIAL OBSERVERS ABSENT: 2 Phil Laskawy 3 4 SEC AND COMMITTEE STAFF PRESENT: 5 Conrad Hewitt, SEC Chief Accountant 6 James Kroeker, SEC Deputy Chief Accountant 7 John White, Director, Division of Corporation Finance 8 Shelley Parratt, SEC Deputy Director, Division of 9 Corporation Finance 10 Russell Golden, FASB Senior Advisor to Committee 11 Chairman 12 13 PANELISTS: 14 Linda Bergen, Citigroup 15 Mark Bielstein, KPMG 16 Kevin Conn, MFS Investments 17 Jeff Mahoney, Council of Institutional Investors 18 Ben Neuhausen, BDO Seidman 19 Brooke Richards, American Express 20 John Stewart, Financial Reporting Advisors 21 Lynn Turner, Copera Trustee 22 23 24 25 4 1 C O N T E N T S 2 3 ITEM PAGE 4 5 Panel One - Substantive Complexity 6 6 Panel Two - Standards-Setting Process 120 7 8 Certification 256 9 10 Exhibit A -- Agenda 11 Exhibit B -- Report of the Substantive Complexity Subcommittee 12 Exhibit C -- Report of the Standards-Setting Subcommittee 13 Exhibit D -- Report of the Audit Process and Compliance 14 Subcommittee 15 Exhibit E -- Report of the Delivering Financial Information 16 Subcommittee 17 Exhibit F – Index of Written Statements Received 18 19 20 21 22 23 24 25 5 1 P R O C E E D I N G S 2 MR. KROEKER: I'll go ahead and call the meeting to 3 order. There are several people also joining us by dialing 4 in. I wonder, Bob, if you want to have a roll call of those 5 who are dialed in? Would you want to call out their names 6 and see? I know Mike Cook is dialing in. 7 CHAIRMAN POZEN: Mike Cook, are you on with us? Is 8 anyone? Is anyone dialed in on the line? 9 MR. OLSON: Mark Olson here. 10 MR. HOLM: Charlie Holm here. 11 CHAIRMAN POZEN: At the moment, I don't think 12 anyone is dialed in. 13 MR. KROEKER: Yes, we'll check again in a little 14 bit. I did want to thank -- 15 MR. OLSON: Can anybody on that end hear me? Mark 16 Olson. 17 MS. AYRE: I can hear you. This is Kelly Ayre, 18 Department of Treasury. 19 MR. HOLM: Are you calling in as well? This is 20 Charlie Holm, I'm calling in as well. I can hear Mark and 21 Treasury but -- 22 MS. AYRE: Yes, we hear you, sir. 23 MR. KROEKER: Why don't we get them attached to -- 24 CHAIRMAN POZEN: Why don't you start while they're 25 trying to work with that? 6 1 MR. KROEKER: Yes, we'll go ahead. I did want to 2 thank the panelists that have taken the time out of their 3 very busy schedules to come and provide input for both 4 panels. There's going to be input on Subcommittee 1. 5 Subcommittee 1 is the committee that's looking at the issue 6 of substantive complexity, and Subcommittee 2, looking at the 7 standards-setting process. So, thanks to all the panelists 8 for taking, again, your very busy time to provide input to 9 this Committee. 10 I also want to thank the staff at the SEC. Putting 11 this together on the road is particularly challenging, so 12 thank you to all the CIFiR support that the staff of the SEC 13 have provided. And also, I wanted to mention that this is 14 also being web cast, so people are able to participate online 15 as well. For those who are participating online, the 16 materials are also available for you online. 17 So, with that, Bob, I'll turn it over to you. 18 PANEL ONE 19 CHAIRMAN POZEN: Thank you. And I think the full 20 Committee also extends our appreciation to the SEC staff for 21 putting together this booklet and for arranging this meeting 22 today. And I think it might be useful if we just began by 23 introducing the panelists and maybe we'll start with Linda, 24 just say your name and your affiliation so that everybody 25 just knows who everybody else is. 7 1 MS. BERGEN: I'm Linda Bergen from Citigroup, the 2 Corporate Accounting Policy Department. I'm head of Research 3 and Reporting. 4 MR. BIELSTEIN: I'm Mark Bielstein, I'm with KPMG in 5 our Department of Professional Practice at our National Office. 6 MR. CONN: Kevin Conn with MFS Investments that run 7 our financial services fund. I spend a lot of time with the 8 financial services managements and reading through their 9 financial statements. 10 MR. MAHONEY: Jeff Mahoney, General Counsel to 11 Council of Institutional Investors. 12 CHAIRMAN POZEN: Okay, thank you. 13 MR. NEUHAUSEN: I'm Ben Neuhausen from -- 14 CHAIRMAN POZEN: Could everyone speak a little 15 closer to the mic? 16 MR. NEUHAUSEN: I'm Ben Neuhausen from BDO Seidman. 17 I'm the National Director of Accounting for that firm. 18 MS. RICHARDS: I'm Brooke Richards, Vice President 19 of Global Accounting at American Express. And I'm 20 representing the Institute of Management Accountants. 21 CHAIRMAN POZEN: Thank you. 22 MR. STEWART: I'm John Stewart. I'm with Financial 23 Reporting Advisors which is a small accounting consulting 24 firm. 25 CHAIRMAN POZEN: Thank you. I appreciate all of 8 1 you taking your time to come out. And your mics are not as 2 strong as these mics. I don't know whether you could make 3 sure that we can catch every word that you say. 4 As John and I were talking before, the John, he 5 spells his name right, the other Jon Stewart spells his name 6 wrong. 7 Do we have the people on now who are 8 coming in by phone? Can we take a roll call? I notice 9 Mark Olson, are you, can you hear me? 10 MR. OLSON: I can hear you but I don't think you 11 can hear me. 12 CHAIRMAN POZEN: Yes, we can hear you. And Mike 13 Cook? 14 CONFERENCE OPERATOR: Okay. Mr. Cook, Michael is 15 trying to get into the conference call but there isn't a port 16 available for him. We would still need to add a port and 17 join him to the conference. Thank you. 18 CHAIRMAN POZEN: It sounded like the conference 19 operator. 20 MS. BERGEN: She said there wasn't a port for him 21 to get in and there apparently aren't enough lines. 22 MR. OLSON: Bob, this is Mark Olson. I just had 23 added a port. 24 CHAIRMAN POZEN: Well, I think we're going to 25 proceed with Mark on the phone and we're going to leave it to 9 1 the technicians here to see if they can figure out how to get 2 the other people in. I apologize for the technical 3 difficulties. 4 Just to introduce what we're going to do and give 5 the lay of the land here, we have this booklet which you all 6 have which is the summary of status report of each of the 7 subcommittees. This is the follow up to our interim progress 8 report which was issued in February. The objective here is 9 to get public input and testimony from experts on the work of 10 Subcommittee 1 and Subcommittee 2. Our approach will be that 11 we will run this first session until about 10:45 to 10:50, 12 and we will concentrate on the subjects in Subcommittee 1 13 which is substantive complexity, to be distinguished from the 14 session that will run from 11:00 o'clock to 12:45 which is 15 Subcommittee 2 and which will be on the process, the FASB 16 process of adopting standards and the implementation guidance 17 and other process issues. 18 So, I think what we're going to do is, without 19 further ado, I'm going to turn the meeting over to Sue Bies 20 who is head of Subcommittee 1. And we are not going to have 21 opening statements. With a panel this large, by the time we 22 finish with opening statements, there would be no time for 23 questions. So, we're going to launch right into questioning 24 and Sue is going to take the lead. Thank you. 25 MS. BIES: Thanks, Bob. And I'm going to sort of 10 1 kick off the comments and the other three members of my 2 committee will jump in with questions in that.