Risk & Compliance

Is the SEC Soft-Pedaling IFRS?

Lame-duck Cox leaves FEI conference attendees wanting more guidance on conversion just days after the commission quietly published its roadmap for ...
David McCannNovember 19, 2008

Securities and Exchange Commission officials continue to talk about the importance of creating a unified set of global financial reporting standards, but lately, some steam seems to have gone out of the agency’s push.

Last week, the SEC finally issued its long-promised roadmap for the mandatory adoption of international financial reporting standards (IFRS) by U.S. public companies, now proposed to occur by 2014. The SEC originally announced its plan to issue the roadmap on August 27. And even before that date, corporate finance departments and colleges were crying out for a firm date so they could begin to design new accounting education programs and plan for the transition.

But the actual issuance was a quiet one, coming on a Friday evening and without an accompanying press release. The eagerly anticipated document was published in the Proposed Rules section of the SEC’s website, but is not flagged on the home page.

This week, in sessions at the Financial Executives International conference in New York, SEC officials lauded the potential benefits of global standards, but mentioned the just-issued roadmap only in passing. In the keynote address on Tuesday, chairman Christopher Cox referred mainly to the proposal’s cautionary language making it clear that mandatory adoption of IFRS is not a done deal. It will happen “if the commission believes it to be in the public interest and consistent with the protection of investors,” he noted. That decision is scheduled to be made by 2011.

To be sure, some observers have opined that the SEC is too far down the convergence road to turn back. But in his speech, Cox, a longtime champion of unified accounting standards who has said he will leave his post early next year after Barack Obama appoints a successor, pointed to a window that’s been left wide open for a potential retreat. “The proposed roadmap is cautious and careful. It is a multi-year plan that lays out both the basis for considering the use of IFRS by U.S. issuers, and several important milestones that would have to be achieved first,” he said.

The decision will hinge on progress made in the convergence project between the U.S. and international standard-setters; the level of IFRS education in the United States; the International Accounting Standards Board’s stability; and the consistent application of IFRS worldwide. More than 100 countries have adopted IFRS, but many have made country-specific changes to IASB’s version of the rules.

Cox, who spoke for only 25 of a scheduled 50 minutes, did not offer companies any advice for making the conversion to IFRS. He did not take any questions from the audience and did not attend a brief media session the SEC held after the scheduled conclusion of his address.

Cox’s speech and hasty exit did not sit well with some attendees. “A lot of people came to FEI to hear from Cox on IFRS, because they’re panicked about converting,” said Andrew Reina, practice director for Ajilon Finance Solutions, who was the controller of the big temporary staffing firm’s parent company until four months ago and is a former investment banker. “But there was a lack of direction and guidance in his speech, and he left without addressing people’s concerns. It was a shock and disappointing to a lot of people I talked to.”

SEC spokesman John Nester said Cox spoke briefly and did not attend the media session because he had a train to catch. As to why there was no press release, he noted that the SEC did issue one in August when it first proposed a schedule for mandatory IFRS adoption and said the agency saw no need to issue another one now. Journalists who had written about IFRS in the past, including two from CFO.com, were notified Friday evening about an hour before the document was published on the Web.

In another session, SEC chief accountant Conrad Hewitt, like Cox, promoted the creation of global accounting standards, but mentioned the roadmap only briefly and gave no guidance for getting prepared for the conversion.

Hewitt’s tenure is associated with huge bounds toward a conversion from U.S. GAAP. When Cox was nominated as chairman in June 2005, the SEC had published a cautious roadmap for allowing foreign companies listed on U.S. exchanges to report in GAAP. By July 2007, the SEC had formally proposed such a move, and one month later also asked for comments on whether U.S. companies should also have that choice.

That put corporate America on notice that the timetable was accelerating. So did subsequent efforts to bring the IASB in compliance with Sarbanes-Oxley — which would allow the SEC to recognize it as setter of “generally accepted accounting principles”— and the decision to downsize the Financial Accounting Standards Board, which currently sets U.S. standards, from seven members to five

That those moves have raised significant concerns among companies was made plain during a controllers’ roundtable on Monday. “I have to say, I don’t think this is a particularly good time, given the economy, to begin this massive effort of moving to IFRS,” said Talia Griep, controller at Honeywell International. “There are more pressing issues companies should be focusing on . . . as they face the worst economic environment in a very long time. It’s just a tall order to ask of any executives.”

General Motors controller Nick Cyprus indicated that he’s not switching to IFRS until he has no choice. He said he likes the idea of principles-based standards, but that the more he looked at IFRS, the more certain he became that there would be no advantage to being an early adopter. The SEC plan makes early adoption available to approximately 110 of the largest U.S. companies.

“Number one, resources that understand international accounting standards are scarce. Therefore, first movers are going to pay a lot more money to lead, and that didn’t work for me,” Cyprus said. “Number two, if I lead and there are changes going on in the convergence process, it’s going to be costly.”

Asked at the media session to respond to these comments, Hewitt pointed out that early adoption is optional. “Some will want to adopt, and some will not want to,” he said. “Companies have to talk to their boards and audit committees about the benefits of early adoption.” Those include the potential to bring in more overseas investment because companies’ financial statements will be more comparable with those prepared using IFRS, and cost savings for companies that use GAAP in the United States and IFRS in other countries where their stock is listed. He did not respond to Griep’s complaint about the difficulty of starting the conversion to IFRS during the current economic turmoil.

At his earlier session, Hewitt noted that upon taking the job in 2006, he inherited from his predecessor, Don Nicolaisen, the task of deciding whether to free foreign issuers from reconciling their IFRS-based financial statements with U.S. generally accepted accounting principles. He decided to abolish the reconciliation requirement in November 2007, a move that some saw coming with surprising speed. The move has also been criticized by some as effectively creating two sets of accounting standards in the United States.

He added that he “could have killed that whole idea of IFRS if I’d wanted to — I had that authority.”

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