The Insider’s Guide to the Future of Financial Reporting

Clubby as it seems, the SEC's new reform committee might find itself roiled by conflicts between transparency zealots and accounting diehards.
David KatzAugust 1, 2007

Call them the ruling elite of financial reporting. Or dub them Christopher Cox’s private reform club. But when Robert Pozen snaps down his gavel at the first meeting of the Securities and Exchange Commission’s Advisory Committee on Improvements to Financial Reporting at 10 AM on Thursday, he’ll preside over a fairly chummy group.

Take Peter J. Wallison, a member of the 17-member committee that’s seeking to wring unneeded complexity out of current corporate accounting standards. Wallison, a senior fellow of the American Enterprise Institute and co-director of the conservative think tank’s program on financial market deregulation, has known SEC Chairman Cox for a long, long time.

Wallison, in fact, used to supervise Cox and helped launch his career in government. The two met in the eighties when Wallison, then counsel to President Ronald Reagan’s Administration, hired Cox, a partner at Latham & Watkins, as an associate counsel to Reagan during his second term, according to press accounts.

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For his part, Pozen sits at the nexus of at least two connections to other members of the group. Named by Cox to chair the committee, he’s also a member of the Committee on Capital Markets Regulation, an ostensibly independent group that has been advocating for regulatory relief and is accused by critics of being too closely tied to members of the Bush Administration, notably Treasury Secretary Hank Paulson, who publicly backed the group’s efforts. Joining Pozen will be another member of the CCMR, Scott C. Evans, an executive vice president for asset management for TIAA-CREF in New York City. Students of Cox’s repertoire of politically fine-tuned actions will be curious about what such appointments say about Cox’s sympathies with Paulson’s regulatory reform agenda.

Besides his membership in the CCMR, Pozen, now the chairman of MFS Investment Management, once served as associate general counsel for the SEC. In that respect, he joins two other commission alums who are committee members: Stanford law professor Joseph Grundfest served for more than four years as an SEC Commissioner, and Linda Griggs, now a partner at the Morgan Lewis law firm in Washington, was once chief counsel to the chief accountant of the SEC.

To be sure, G. Edward McClammy, one of four current or former CFOs named to the SEC’s advisory committee, seems not to have done time at the commission. But McClammy, the CFO and treasurer of Varian, Inc., still has a solid link to the SEC. A year ago, before Conrad Hewitt became the SEC’s chief accountant, Hewitt was chairman of Varian’s audit committee.

That’s not to say that the committee doesn’t have its share of potentially contrarian voices as it goes about its business of proposing actions aimed at making financials clearer. For instance, there’s a hefty contingent with ties to the Financial Accounting Standards Board, which has had its struggles with the SEC this year.

McClammy, for example, formerly worked for FASB. Greg Jonas, a managing director of Moody’s Investors Service, serves on the oversight board’s Financial Accounting Standards Advisory Council and its User Advisory Council. Grant Thornton CEO Ed Nusbaum is also a past member of FASB’s advisory council. And James H. Quigley, CEO of Deloitte Touche Tohmatsu, New York, N.Y, is a trustee of the Financial Accounting Foundation, which oversees FASB’s finances and administration.

Topping the list of possible accounting diehards is Denny Beresford, a FASB chairman from 1987 to 1997 who spent 26 years at Ernst & Young and its predecessors before that. Beresford, now an accounting professor at the University of Georgia at J.M. Tull School of Business, recently helped clean up the mess at Fannie Mae, coming in to head the mortgage giant’s audit committee in May 2006. He has spoken with CFO magazine about the idea of principles-based accounting many times over the years, adding some irony to the discussion: “Everyone is in favor of simplification,” he said last year, adding that “everyone also wants rules — just in case.”

Such realism about the potential for conflict might come in handy as the committee sets about its deliberations. The presence of the ex-FASB and former SEC contingents suggests that differences might flare when members mull the merits of principles-based versus rules-based accounting and “the inclusion within standards of exceptions, bright lines, and safe harbors,” as an SEC release expressing its goals for the committee puts it.

Cox, after all has been driving hard against excessive nit-picking. And while FASB Chairman Robert Herz — whom Cox named as one of the observers of the committee — has been known to take a whack at complexities, some of the more accounting-rooted members of the group might push a go-slow approach.

At any rate, the committee has in its hands the potentially heady task of proposing an overhaul of the financial system in a post-Enron, post-Sarbanes-Oxley era. Here are the other members:

• Susan Bies, a Federal Reserve Board Governor from 2001 to 2007 appointed by President Bush, might lend a distinctly independent voice to the proceedings. In the months after Enron, she blasted
the accounting profession and the American Institute for Certified Public Accountants for failing in their gatekeeper duties. “One of the things I find the saddest in this whole episode is that the groups who should be leading the charge to strengthen the focus of their responsibility, namely the outside and internal accounting and auditing profession, have generally been very silent,” Bies told wire services in response to questions after a speech on corporate governance.

She had particularly rough words for the accounting industry’s trade association: “The whole AICPA profession is just focused on cross-selling, cross-selling, cross-selling, and not the core values,” Bies reportedly said. “And until we get back to the core values, I worry about how we’re going to restore confidence.”

• J. Michael Cook, a retired chairman and CEO of Deloitte & Touche, might help the group focus on details. Commenting on Cook’s influence on Eli Lilly as head of the company’s audit committee, chief accounting officer Arnold Hanish told CFO magazine that “you have to be much better prepared for more technical questions.”

Cook has also been snappish about the fogginess of the Public Company Accounting Oversight Board’s inspection reports. “I think the process is well intended, and it is helpful and constructive, but right now it is not producing the kind of results that it should for people who are using the results and trying to understand what this means,” he has said .

• David Sidwell, the CFO of Morgan Stanley, who served during a turbulent period in 2005 in which former Morgan Stanley CEO Philip Purcell was ousted, plans to retire from the investment bank by the end of the year. Praised by his firm for playing a vital role in developing its strategic growth, Sidwell was prepared to retire in 2006. But he agreed to stay on for another year to assure a smooth transition after John Mack took the helm as CEO. But in 2006, Mack was identified by a former SEC official as the subject of a probe allegedly quashed by senior commission officials for political reasons.

• Thomas Weatherford, who retired in 2003 as CFO of Business Objects S.A., will represent small and mid-size company audit committees.

•Jeffrey J. Diermeier, president and CEO of the CFA Institute, and a former global chief investment officer at UBS Global Asset Management, will add an investment professional’s voice to the committee.

•Christopher Liddell, the CFO of Microsoft, has a master’s degree in philosophy from Oxford that may help him ponder some of the more complex issues blocking the way to reform.

•William H. Mann, III, a senior investment analyst with Motley Fool, should supply comic relief. Depicted in a recent photo wearing a jester’s cap, Mann told a Senate subcommittee in 2001 that “it is not often
that a Fool gets the chance to address the United States Senate.”

(Additional research by Avital Louria Hahn, Kate O’Sullivan, Tim Reason, and Ed Teach.)