Monday, July 02, 2012

FASB Chair Seidman Examines Cost-Benefit Analysis and Disclosure Overload

The entire FASB process is one big cost-benefit analysis, said FASB Chair Leslie Seidman in addressing the intense focus being placed on the cost-benefit analysis conducted by regulators and standard setters. In remarks at the Compliance Week Annual Conference, Chairman Seidman said cost-benefit analysis is not a discrete exercise that FASB staff undertake at the end of the process. Rather, every step in FASB’s due process is an effort to gather information about the benefits of a potential change in accounting standards and identify the most faithful way to present information about a transaction or economic condition so that users of financial statements can make well-informed decisions. On a separate topic, the Chair said FASB is developing a disclosure framework to improve the quality of the information being disclosed and make financial statements more understandable.

Regarding cost-benefit analysis, Chairman Seidman explained that FASB’s due process involves collecting information about the costs of providing new or different information, including the cost of understanding the requirements, developing systems to collect and process new information, the cost of training people, and the cost of auditing the information. The assessment of costs and benefits is unavoidably subjective, she noted, until investors have experience using that new information. Similarly, until a company has actually adopted a new standard, cost is based on imprecise estimates, even in a well-constructed and broad-based field test.

Nonetheless, throughout the process, FASB staff use a variety of techniques to gather robust data about both the expected benefits and the expected costs, including academic research about how investors are using or adjusting information, meetings with preparers, auditors, users, and regulators, comment letters, surveys, roundtables, and meetings with the Board’s advisory groups. FASB also conducts many forms of field work, noted the Chair, during which companies are asked to consider possible alternatives and comment on the relative costs and the faithfulness of presenting the information in particular ways.

Moreover,  FASB is constantly evaluating ways to improve its processes. For example, FASB has  experimented with a few new techniques, including an electronic feedback form on Exposure Drafts, investor road shows, and workshops to discuss specific provisions with preparers, users, and auditors.

On the issue of disclosure overload, Chairman Seidman noted that FASB is developing a disclosure framework to improve disclosure quality and make financial statements more understandable. She emphasized that the purpose of this project is to improve disclosure effectiveness, not to single-mindedly reduce disclosure volume. In the coming weeks, FASB will issue for public comment a Discussion Paper addressing three different areas affecting disclosures.

First, the framework will help the Board establish consistent disclosure requirements that focus on what is most important to most users. Second, the framework will explain how the reporting entity should evaluate which disclosures are needed under different circumstances at different times, including determining when it is appropriate to exclude particular disclosures. More specifically, there appears to be an opportunity for entities with limited exposures in particular areas to reduce the volume of their notes, such as a small, frozen pension plan that is still the subject of pages and pages of disclosure. According to the FASB Chair, eliminating the clutter of immaterial disclosures can help users find and focus on more important information.

Third, the framework will explore ways to emphasize the more newsworthy information and ways to make it easier for users to find the information that they are most interested in. For example, the notes would be more helpful if the information most likely to influence a user’s decisions were emphasized in some way, for instance, through a better ordering of the disclosures. Noting that some companies organize their notes in the order in which the disclosures became effective, the Chair said there must be a more logical order than that. Tying the financial statements to the notes and vice versa could facilitate a user’s analysis of the information.

The Discussion Paper also will invite comments on the approach to interim disclosures and how to evaluate materiality in the context of disclosures. The Board is aware that many people struggle with how to apply the concept of materiality to disclosure items. If an item is material in a financial statement, queried the Chair, must every prescribed disclosure about it be provided, even if some of that information is immaterial. On the other hand, she asked if a preparer can afford to omit immaterial information when they are likely to spend more time explaining to an auditor, investor, or regulator why it was omitted. The Chair called this phenomenon “defensive disclosure.” While she understands why companies do it, the FASB Chair believes that it contributes greatly to disclosure overload and ineffectiveness.

Once FASB confirms the basic elements of the disclosure framework, the Board will undertake a review of existing disclosure requirements. Because one of the known issues is perceived overlap between the GAAP footnotes and MD&A, the Board will work cooperatively with the SEC staff. In fact, the topic of disclosure effectiveness is being contemplated for an upcoming meeting of the Financial Reporting Series, a roundtable including representatives of the SEC, the FASB, and the PCAOB, as well as participants from the financial reporting community.

Chairman Seidman said that the Board is thinking strategically about disclosure requirements based on the key principles underlying the draft framework. For example, on the revenue recognition proposal, the Board heard diverse views from preparers who said the disclosure requirements were excessive and investors who strongly supported the proposed disclosures. The Board plans to hold a special workshop this Fall that will include both preparers and users to work through the proposed requirements and to try to provide the information that users are seeking, but perhaps with greater focus and efficiency.

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