Nippon Keidanren applauds the endeavors of the International Accounting Standards Committee Foundation (IASCF) to develop global accounting standards through the activities of the International Accounting Standards Board (IASB). We are in accord with the objective of the international convergence of accounting standards, and to help enable that goal to be attained efficiently we wish to avail ourselves of the opportunity presented by your invitation for public comment regarding the intensive review of the IASCF Constitution. We set out below the explicit thinking of the Japanese business community on this matter, and ask that these views be taken fully into consideration by the IASCF.
As stated in paragraph (a), an IASB objective is to develop "a single set of high quality, understandable and enforceable" accounting standards. This should not, however, be about creating accounting standards that are based only on the framework and imposing those standards onto business practices, while ignoring actual business practices that are conducted in the real economy and markets. Therefore, the statement of objectives should be supplemented with wording to the effect that an objective is to "develop accounting standards that are acceptable to market participants."
Should there be a specific objective to address the special challenges facing small and medium-sized entities (SMEs)?
We see no fundamental reason why accounting standards for large companies and small and medium-sized enterprises (SMEs) should differ in content. Nevertheless, owing to legal constraints and limitations in actual practice that exist in individual countries, circumstances may arise in which it is necessary to give special consideration to their application to SMEs. Of particular note is that in order to ensure the global spread of International Financial Reporting Standards, it is important to take appropriate action toward not only SMEs in major economies, but also companies in emerging economies.
In light of the IASCF's primary objectives, however, this is an issue of secondary importance. Even if it were to be stated as an individual objective in the Constitution, from the perspective of the efficient allocation of resources the matter should first be studied by a sub-committee established under the Standards Advisory Council (SAC), so as not to impose an excessive personnel, time, and material burden on the IASB when it comes to discuss the issue.
Does the potential benefit of expanding the number of Trustees, possibly to accommodate a broader range of views, outweigh the risk that meetings would become more cumbersome and less effective if larger, potentially reducing a strong sense of commitment and participation by individual members?
This is not a numbers issue relating simply to an increase in the number of Trustees. What should be studied is the appropriate scale from the standpoint of organizational composition in terms of aspects such as the geographical distribution referred to in Section 6. If emphasis is placed on composition, that will give rise to the proper sense of responsibility as a Trustee, and that will in itself resolve the problems of personal commitment and the effectiveness of meetings.
The Trustees have a largely fixed geographical distribution. Is such a fixed distribution appropriate, or does the current distribution need review?
We consider it desirable for the Trustees to be appointed not only by geographical area, but to be supplemented by representatives of the principal capital markets.
The reason for this is that in addition to the present framework of geographical distribution, importance should be attached to actual conditions in the world's leading capital markets. It will not be possible for the IASCF to be a globally recognized organization if it either ignores or attaches little importance to this. In addition, in order to proceed in an efficient manner with the international convergence of accounting standards, it is essential to have knowledge based on the current functioning of systems in the leading capital markets and on experience thereof, and therefore participation by people thoroughly conversant with those markets would be useful.
Although a broad distribution of professional backgrounds is clearly necessary, is the distribution enshrined in the Constitution appropriate?
It is quite possible that a person may have multiple backgrounds, for example, as preparer, user, and auditor. In view of this, even if the Constitution were to include an express condition with respect to professional background, the problem of what condition to use for selecting people with multiple professional backgrounds would remain. Instead, as in our opinion on the question relating to Section 6, it would be desirable to place emphasis on the composition of the Trustees in its entirety, and consequently to consider professional background in a broad sense.
With respect to fund-raising, in principle the burden should be spread widely and lightly among all market participants. Under the present formula, in which large contributions are received from a small number of entities, it will not be possible to achieve stable organizational administration over the long term.
The intention of these provisions is to protect the independence of the standard-setting process while ensuring sufficient due process and consultation. Does there need to be a specific requirement for the Trustees to review the strategy and the procedures of the IASB at intervals?
Ensuring sufficient due process is a procedure that is essential for maintaining the transparency and fairness of the organization. On the other hand, the trend of the world economy changes drastically every few years, and we believe that it is necessary for the IASCF to ensure that the IASB's strategy and procedures are shaped effectively to respond to those trends. In view of this, it would be useful to lay down an express provision requiring regular and continuous reviews.
Should the language of the Constitution be changed to require a review of the Constitution at least every ten years rather than every five years?
There is no clear reason to change the Constitution to require a review "at least every ten years." To make it possible to respond methodically to changes in the times in a timely and appropriate manner, it is essential for the overall review of the Constitution to take place every five years, as at present. In addition, revisions should be made with respect to items that may require them from time to time.
Should the number of IASB members be reduced to make the Board more workable?
Should the part-time positions be eliminated in recognition that the workload of IASB members is heavy and requires substantial time for consultation with interested parties?
At present, given the impending adoption of IFRS from 2005 in the EU and elsewhere, the IASB has a very large workload owing to the limited time remaining. However, it is doubtful that the present 12 full-time members will be necessary from 2005 onward.
In order to reduce costs and to ensure that the opinions of users are listened to fully, the number of full-time members should be reduced and the number of part-time members increased in conjunction with the revision of the membership composition of the IASB indicated in the question relating to Section 22.
In addition, the IASB's governance must be improved in a sincere effort to acknowledge the criticism that is currently being leveled at the IASB from politicians and other quarters worldwide.
Specifically, collaboration with the financial supervisory authorities and standard-setting bodies in major countries should be strengthened (by involvement in the standard-setting process). It is also important to build an appropriate structure to ensure that governance is enhanced, for example by establishing a sub-committee under the Trustees to oversee whether the work of the IASB is being conducted appropriately, or by reorganizing the SAC.
Should the requirement for this distribution of particular professional backgrounds be relaxed in light of the desirability of attracting the best qualified individuals?
The IASC Foundation (like other standard-setting organisations) has experienced difficulty in securing the involvement of the analyst and investment community (users). Is there any way to encourage that group to increase its involvement?
There are limits (in terms of authority and responsibilities) to participation by Board members based on personal qualifications. The present Constitution includes mention of "formal liaison responsibilities," but the status, responsibilities, and appointment procedures of the liaison members are not set out clearly.
In order to draw up standards for use in world markets, the composition of the Board should not be biased toward particular countries or cultures (e.g. people from one country should not account for more than 25 percent of the total number of members). Also, representatives of leading capital markets should have places on the Board (e.g. the major capital markets of the U.S., Europe, and Japan). In order to prepare accounting standards able to be used in markets and to make progress toward the convergence of those standards, it will be of no use for a Board that is simply a gathering unconnected with the leading capital markets to discuss them, as such standards will not gain widespread acceptance in the markets. Ensuring the Board's independence is important, but that does not mean ignoring the views of persons involved in the markets; it is essential that balance in terms of geographical region and areas of expertise be taken into consideration. When doing so, it will be a more efficient approach to achieving the goal of convergence if the definition of "formal liaison responsibilities" is made clear, and discussions are conducted under strengthened collaboration with individual countries.
In addition, there are people with multiple professional backgrounds, and to ensure that the selection of Board members in the future is not impeded, the requirement relating to the distribution of professional backgrounds must be made more flexible.
Does this kind of formal liaison relationship seem important for ensuring convergence of accounting standards? Should special consideration be given to liaison with emerging economies, not currently represented by the existing liaison relationships?
The status of "formal liaison relationship" is currently unclear. As indicated in relation to the question for Section 22, formal liaison relationships will be of great importance once their status has been reviewed.
With respect to liaison relationships with emerging economies, a certain degree of consideration is important, but this should not be addressed in the context of the composition of the IASB, but in conjunction with the review of the SAC, as pointed out in our comment to the question under Section 40 below.
The Framework as currently laid down by the IASB is not immutable, and therefore it is essential that it be improved appropriately to conform with current realities. Since at present the status of the Framework and the specific procedures for revising it are unclear, these should be clearly set out.
The Constitution describes the principles and elements of required due process for the IASB. The IASBs procedures are listed in more detail in the Preface to International Financial Reporting Standards. If respondents do not believe the procedures laid out in the Constitution are sufficient, what should be added?
From our experience to date, deep dissatisfaction is often expressed by market participants, manifested in the view that the due process stipulated in the Constitution is only carried out superficially, and that it lacks sincerity.
Specifically, in addition to releasing discussion papers and exposure drafts, with respect to opinions contributed from around the world it is essential to have a procedure for explaining clearly and with sincerity the policy for dealing with them if those opinions are not adopted, and the reasons why. With respect to field visits, the results should be released in an appropriate way, and the opinions received during the visits should be addressed properly. In addition, in order to gain useful input from an early stage, care must be taken to release material relevant to the discussions in advance. If the IASB does not act in this way it will not be able to gain credibility as an organization that is a true international institution, and that raises the risk that cooperation may not be extended to it for field visits.
Furthermore, the holding of public hearings and the establishment of forums for direct exchanges of views, as at the time of the revision of IAS 32 and IAS 39, should be added as procedures to be implemented in principle as part of due process. Of particular importance is that standards be studied on the basis of a broad range of opinions gathered through the active holding of public hearings and other events in geographically and culturally different places.
With regard to the sunset review procedure, the conduct of which is currently unclear, the Constitution should lay down the procedure explicitly. At present some members of the IASB conduct sunset reviews, but to ensure their effectiveness it is necessary for third parties, not IASB members, to conduct these reviews. In order to achieve that, when the reviews are conducted either special committees composed of third parties independent of the IASB should be established, or the cooperation of the SAC should be enlisted.
Are the current procedures and composition, in terms of numbers and professional backgrounds, of the SAC satisfactory? Is the SAC able to accomplish its objectives as defined in Section 38?
The current format where dozens of people participate is not very efficient, and even though great pains are taken by participants to gather together from around the world three times per year, there has not been much fruitful debate. Given this, the meetings should be divided into groups, with a limited number of persons in each group. (For example, (1) a body for separate study of standards for emerging economies and SMEs, and (2) a standard-setting advisory body composed of market participants [preparers, auditors, analysts] and financial supervisory authorities.)
Is the manner of selection of the SAC chairman appropriate?
Concurrent holding of the office of IASB chairman and SAC chairman should not be permitted. It is inappropriate for an IASB chairman, who is in a position of receiving advice, to conduct the proceedings of SAC meetings.