The FASAC Chairman may be appointed for such term as the Trustees determine and may receive remuneration as determined by the Trustees.

Transcription

1 OPERATING PROCEDURES OF THE FINANCIAL ACCOUNTING STANDARDS ADVISORY COUNCIL These Operating Procedures, prepared under direction of the Chairman of the Financial Accounting Standards Advisory Council (FASAC) and approved by the Board of Trustees of the Financial Accounting Foundation (Foundation), set forth procedures for FASAC in its mission of advising the Financial Accounting Standards Board (FASB) in the establishment and improvement of standards of financial accounting and reporting. Thus, these Operating Procedures should not be regarded as an exclusive enumeration of FASAC s procedures but, rather, are intended to serve as a guide to ensure that FASAC accomplishes its mission and facilitates the work of the FASB. 1 I. THE FINANCIAL ACCOUNTING STANDARDS ADVISORY COUNCIL A. Mission and Membership The Financial Accounting Standards Advisory Council has an integral advisory role in the process of establishing and improving financial accounting and reporting. As an organization of knowledgeable and experienced individuals, FASAC works closely with the FASB in an advisory capacity to ensure that the views of its members are constantly and effectively communicated to the FASB on a timely basis. To ensure that a diversity of views will be represented on it, FASAC consists of not less than twenty persons who are knowledgeable about the issues involving, and the impact of, financial accounting and reporting or who possess an expertise of value to the FASB. FASAC s membership broadly represents varied professional and occupational backgrounds with no profession or occupation dominating, and as a means of involving the public in the accounting standards-setting process, includes individuals with experience as issuers, auditors, and users of financial statements, investors, creditors, educators, and those with experience in government. Members of FASAC are appointed by the Trustees; except that the FASAC Chairman has the power to appoint and remove, from time to time, one or more special-purpose Members to FASAC who the Chairman reasonably determines have special knowledge, expertise or experience that is valuable to FASB. No more than three special-purpose Members shall serve on FASAC at any time. Members of FASAC, other than its Chairman and the special-purpose Members, are appointed for one-year terms and may be reappointed for additional terms by the Board of Trustees of the Financial Accounting Foundation, and serve without remuneration, but shall be reimbursed for such actual out-of-pocket expenses incurred in connection with FASAC activities as they may request if it is their employer s policy not to provide reimbursement for such costs. The FASAC Chairman advises the Trustees, in their selection of FASAC members, with regard to the representation of a diversity of views on FASAC and the effectiveness of its members. Membership on FASAC is personal to members, and functions of members or attendance at meetings may not be delegated to others. The FASAC Chairman may be appointed for such term as the Trustees determine and may receive remuneration as determined by the Trustees. 1 1These Operating Procedures, as amended through May 22, 2013, have been approved by the Board of Trustees of the Financial Accounting Foundation pursuant to Chapter A, Article III-A, Section 4 of the By-Laws. 1

2 B. Functions of Members FASAC is charged with responsibility for consulting with the FASB as to major technical and nontechnical issues, the FASB s agenda of projects and the assigning of priorities thereto, matters likely to require the attention of the FASB, and other matters including the FASB s structure, procedures, and processes, as may be requested by the FASB or its Chairman. Thus, members of FASAC are expected to provide individual comments to the FASB in respect of standards of financial accounting and reporting and Statements of Financial Accounting Concepts proposed for issuance, as well as comments and other expressions of view on such matters as may be referred to FASAC members or FASAC by FASAC s Chairman or by FASB or its Chairman. FASAC members are also expected to be alert to publicly expressed views and concerns regarding existing financial accounting and reporting standards (including issues of implementation and the effect of subsequent events and circumstances), and to advise FASAC and the FASB as to the desirability of the FASB s reviewing or reexamining its standards of financial accounting and reporting and Statements of Financial Accounting Concepts. Additionally, FASAC members are expected to communicate their individual perceptions of potential effects of proposed or authoritative pronouncements, and are encouraged to consult with one another and others to communicate more effectively. Finally, FASAC members are encouraged to suggest new projects and standards for the FASB s consideration. To enhance the thoroughness and effectiveness of their communications with the FASB and other FASAC members, FASAC members are encouraged to share FASAC materials with their associates and others as they believe can assist them and to gather the views of as many as they reasonably can. To this end, FASAC members are encouraged at all times to speak publicly and to write on issues involved in the work of FASAC and the FASB. In advising the FASB, FASAC, as a body, is not expected to take positions on substantive accounting or reporting issues or to constitute an appeals forum for the review or reexamination of existing accounting standards. It is, however, expected that individual members of FASAC will communicate both to FASAC and the FASB their individual views on all aspects of the FASB s operations, including review or reexamination of accounting standards and the substantive aspects of accounting and reporting issues under consideration by the FASB. An important function of FASAC is to assist in ensuring that the FASB s views and the reasoning underlying those views are being adequately communicated to the public, that the FASB considers the views of others communicated to it, and that the views of FASAC members are being communicated effectively and in a timely manner to the FASB and to other members of FASAC. Members of FASAC, when requested and as practicable, serve on FASB advisory groups and assist the FASB in obtaining research assistance and information and other data. FASAC members also are expected to serve on committees and other groups as may be organized and appointed by the FASAC Chairman. C. Chairman and FASAC Operations The principal officer of FASAC is its Chairman, who is appointed by and serves at the pleasure of the Foundation s Board of Trustees and presides at the meetings of FASAC. The Chairman is responsible for implementing and directing the broad operating processes of FASAC, and for guiding discussion at FASAC meetings to assure the effective and timely communication of the comments and views of FASAC 2

3 members to the FASB and to FASAC generally. The Foundation s Board of Trustees may appoint one or more members of FASAC as Vice-Chairmen to exercise the powers and to carry out the duties of the Chairman in the absence or disability of the Chairman or as otherwise may be delegated pursuant to the Foundation s By-Laws. The FASAC Chairman works cooperatively with the FASB Chairman to accomplish the functions of FASAC and to facilitate the work of the FASB. The Chairman is responsible for ensuring that FASAC is prepared to discuss and consider effectively and in a timely manner technical and other issues on which it is consulted, and for establishing FASAC s agenda and consulting with the FASB s Chairman as to the FASB s requirements in the Chairman s planning of FASAC s agenda and its work. Drawing on the views of FASAC members (at FASAC meetings and otherwise), the Chairman is authorized to advise the FASB on behalf of FASAC on matters with respect to which FASAC is consulted, though FASAC members remain responsible for communicating their individual views directly to the FASB and FASAC with respect to matters under study. As provided in the Foundation s By-Laws, any requirement for the FASB or others to consult with FASAC, its committees or groups, or their members, will be satisfied by consultation with the FASAC Chairman or of any committee or group, as the case may be, when acting in that capacity. In furtherance of his or her responsibilities, the FASAC Chairman (following consultation with FASAC members and the FASB s Chairman) prepares short- and longer-range project plans for FASAC and transmits these plans to the FASB, the Foundation s Board of Trustees, and such others as the Chairman may determine. The Chairman also is responsible for preparing quarterly and annual reports as to FASAC s activities and its progress with respect to its project plans for comparable distribution, and is responsible for preparing FASAC s annual budget (following consultation with the FASB Chairman) for approval by the Foundation s Board of Trustees. The Chairman has the authority to hire, retain, and contract with staff members to serve FASAC and to fix their duties and the amount of their compensation, and to appoint and contract with any persons and organizations with respect to services to be performed by them as consultants or independent contractors. D. Committees To facilitate the work of FASAC, the Chairman may organize and appoint committees and other groups (committees) of FASAC members and others as the Chairman may deem appropriate. Notwithstanding appointment of a committee, all FASAC members continue to be responsible for effectively communicating their comments and views to the FASB and FASAC with respect to issues and other matters under study. In using FASAC committees, the Chairman may request that a committee prepare a report for submission to FASAC summarizing, as appropriate, the matters in question and the alternatives considered, the views of its members and others consulted, and the committee s consensus or conclusions (if any) and its reasoning and that of its members and others for supporting certain alternatives and rejecting others. As a record of views with respect to the matters under study, those reports, together with other relevant information as may be available, can serve as the basis for FASAC discussion and the formulation of positions or other views relevant to the FASB in its activities. In those cases, the Chairman will be responsible for distributing reports of committees and other information to FASAC members, the FASB, and others as the Chairman may deem appropriate sufficiently in advance to permit effective consideration and discussion. 3

4 II. MEETINGS FASAC will meet regularly at such intervals as its Chairman and the FASB deem appropriate for FASAC to perform its functions. All meetings 2 of FASAC will be open to public observation to the extent of available seating at the place of the meeting, unless (1) in the judgment of the Chairman (following consultation with the FASB Chairman), the meeting (or a portion thereof) is likely to result in discussion or disclosure of matters which, if before a meeting of the FASB, would permit the FASB to close the meeting (or portion thereof) under its Rules of Procedure and (2) the Chairman (following consultation with the Foundation s President) determines to close a FASAC meeting or portion thereof, as the case may be. FASAC will publicly announce the time, date, and place of each FASAC meeting, the agenda for the meeting (if then determined), the extent (if any) to which the meeting is to be closed to public observation and the reason therefor, and a telephone number to call for further information. Those announcements will be made at least seven days before a meeting, unless the Chairman determines that the business to come before FASAC requires earlier consideration, in which event announcements will be made as soon as practicable. All significant changes in previously announced public information in respect of meetings will be publicly announced if and as practicable. All public announcements contemplated or permitted by these Operating Procedures may be made by or at the direction of the Chairman and will be sufficient if made by a posting to the FASB s website or by any other means the Chairman deems appropriate. The Chairman may adjourn any meeting in whole or in part to reconvene at another time, date, or place without any announcement other than announcement at the meeting. Requests for information in respect of FASAC meetings should be ed to director@fasb.org; directed to FASAC s Secretary, or sent via U.S. mail to FASAC s Secretary to c/o Financial Accounting Standards Advisory Council, 401 Merritt 7, P.O. Box 5116, Norwalk, Connecticut Following each FASAC meeting, a report will be prepared by or at the direction of the Chairman that, subject to the limitations contemplated by this Section II, will list those FASAC members and invited guests present and summarize the matters discussed and views expressed, and that will constitute the minutes of the meeting. Nothing in this Section II will: (1) Authorize any person to be heard at, or otherwise to participate in, any meeting of FASAC, or to record any meeting or portion thereof by electronic or photographic devices; (2) Grant any person any rights not otherwise existing, including, without limitation, rights of access to any document, information, or data not otherwise existing under these Operating Procedures or the Rules of Procedure of the FASB; (3) obligate FASAC, the Chairman, or the FASB to provide any documents, information, or data used or referred to in the course of any meeting to any person; 2 For purposes of this Section II a meeting means the joint deliberations (with or without others present) of at least a majority of the members of FASAC where those deliberations are intended or expected by the Chairman to result in the conduct or disposition of FASAC business, other than meetings of committees of FASAC members and informal gatherings primarily of a social nature at which the conduct or disposition of business is not intended or expected. 4

5 (4) preclude the ejection or exclusion of any person in attendance at any meeting whenever the FASAC Chairman deems that action appropriate to preserve decorum, or for health or safety reasons, or to terminate behavior unauthorized by this Section II; or (5) preclude the Chairman from directing that a meeting in session be cleared of spectators, temporarily or permanently, whenever the Chairman determines that the discussion during a meeting or any portion open to public observation is likely to result in discussion or disclosure of matters which would permit the meeting or portion thereof to be closed. III. PUBLIC ANNOUNCEMENTS AND PUBLIC FILE The FASAC Chairman is responsible for announcing developments in respect of the operations and activities of FASAC as the Chairman deems to be important to the public. The Chairman will make public announcements of the following: 1. The time, date, and place of each meeting of the FASAC, the agenda for the meeting, and the extent any part of the meeting is to be closed to public observation and the reason therefor, and a telephone number to call for further information. 2. All significant changes in previously announced public information in respect of meetings if and as practicable. 3. Organization and appointment of committees, and their assignments 4. Issuance and availability of reports prepared by or for FASAC or any of its committees, including written research data and summaries of that data 5. Issuance and availability of written comments of FASAC and any of its committees submitted to the FASB 6. Completion of a significant phase of a project not otherwise publicly announced. The Chairman also is responsible for supervising the maintenance of the record of FASAC s proceedings. Documents constituting the public file of FASAC and available for public inspection at the offices of the Financial Accounting Standards Board, 401 Merritt 7, P.O. Box 5116, Norwalk, Connecticut , are listed below, subject to the limitations contained in Section IV(J) of the Rules of Procedure of the FASB. For the convenience of our constituents, some of those documents also are available on the FASB website. 1. Project plans of FASAC and its committees, including their agendas of projects and assignments 2. Quarterly and annual reports of the Chairman as to FASAC s activities and its progress with respect to its project plans 3. Written comments of FASAC and its committees submitted to the FASB and, in the case of FASAC members, submitted to FASAC or any of its committees; and written comments of others received by FASAC or any of its committees 4. Reports prepared by or for FASAC or any of its committees, including written research data and summaries of that data 5. Reports prepared by or at the direction of the Chairman in respect of meetings of FASAC. 5

6 IV. AMENDMENTS TO OPERATING PROCEDURES On the recommendation of the FASAC Chairman (following consultation with FASAC members and the FASB Chairman), the Board of Trustees of the Financial Accounting Foundation may, from time to time, alter, amend, supplement, or repeal these Operating Procedures, or approve other Operating Procedures for FASAC. 6