Peeling away financial reporting issues one layer at a time

The IASB’s Quixotic Attack on Disclosure “Boilerplate”

If the FASB and IASB are doing such a good job mucking up financial statements by working together on convergence projects, why have they decided to go their separate ways in their quests to seek a cure for disclosure dysfunction?

Based on a recent speech by IASB chair Hans Hoogervorst and the FASB’s discussion paper, the boards can’t even agree on what the problem is, much less how to fix it.  Mr. Hoogervorst says that “behavioral” factors add  “boilerplate” that gets in the way of the decision usefulness of disclosures.  As I pointed out in a previous post, the FASB’s putative objectives are a sack of mush (my new pet phrase!), yet it explicitly states that reducing the volume of notes is not a primary focus.

Even if boilerplate were the primary source of disclosure dysfunction, it’s hard to come up with specific examples of the behaviors that Mr. Hoogervorst finds objectionable.  That’s because he won’t actually come out and say that boilerplate is irrational.  To the contrary, everybody knows that it is an attempt to rationally respond to a specific risk – e.g., litigation risk from disgruntled investors.

Imagine yourself as an auditor, informing your client that a disclosure must be deleted because the IASB discourages (or even expressly forbids) boilerplate.  “Guidance” from the IASB that would merely discourage the practice will have no effect whatsoever.  And specifically prohibiting it will be absurd; the IASB could not possibly alter the economic incentives that give rise to boilerplate.

Enough said.  It ain’t gonna happen.

As to the eight specific suggestions Mr. Hoogervorst has made for quick changes to IFRS that should help “break the boilerplate,” they are hardly worth further consideration except to have a good chuckle; and to admire Mr. Hoogervorst’s talent to keep a straight face while filling a vacuum with hot air, lest the IASB should be seen to let fall through the cracks a problem that the FASB is pretending to work on.  Starting at the top:

“1.  We should clarify in IAS 1 that the materiality principle does not only mean that material items should be included, but also that it can be better to exclude non-material disclosures. Too much detail can make the material information more difficult to understand— so companies should proactively reduce the clutter! In other words, less is often more.” [italics added]

“Less is often more” may be an appropriate admonition to a storyteller seeking to maximize the emotional impact of one’s creative work, but trying telling it to a corporate lawyer.

As to the “materiality principle,” IFRS actually (and predictably) has extremely little to say about that foundational concept.  This is pretty much it:

“Information is material if omitting it or misstating it could influence decisions that users make on the basis of financial information about a specific reporting entity. In other words, materiality is an entity-specific aspect of relevance based on the nature or magnitude, or both, of the items to which the information relates in the context of an individual entity’s financial report. … ” [Conceptual Framework for Financial Reporting 2010, ¶ QC11]

If this sack of mush is the putative “materiality principle” to which Mr. Hoogervorst refers, then he must be saying that the IASB has intended all along that the converse is also principle-level guidance.  Just for fun, let’s spell that out: ‘…immaterial information cannot influence  decisions that users make about a specific reporting entity; therefore, immaterial information should be excluded from financial statements and disclosures.’

Really?  It ain’t gonna happen.  

Numbers 2 through 6 have their absurd elements, but in the interests of brevity, I’ll move on to the next big doozie:

“7.  We will look into the creation of either general application guidance or educational material on materiality. Doing so should provide auditors, preparers and regulators with a much clearer, more uniform view of what constitutes material information. We want to work with the IAASB and IOSCO on this important matter.” [emphasis added]

Perhaps Mr. Hoogervorst has not read SEC Staff Accounting Bulletin No. 99, Materiality (I’m not being sarcastic; I would not be surprised at all if he hasn’t read it).  In that landmark document from 1999, the SEC sets forth specific factors to consider by all issuers under its jurisdiction, including the 450 foreign private issuers that use IFRS as the basis for accounting in their filings with the Commission.  If Mr. Hoogervorst were truly interested in making progress quickly, he would immediately realize that SAB 99 fits the bill.  Moreover as a technical matter, he has no choice but to embrace it.  There is absolutely nothing that the IASB can do, say or write that would alter the guidance that so many foreign companies already follow as a matter of law, and which in Mr. Hoogervorst’s own words “represents trillions of dollars in market capitalisation.

But realistically, the IASB, with or without IOSCO, is not politically capable of producing a statement on materiality that could rival SAB 99 for its principled reasoning or its explicit exposition of the consequences of that reasoning.  Moreover, writing a separate statement that could lead to different conclusions on materiality would be just the ticket for closing off any possibility of converging IFRS with U.S. GAAP.

It ain’t gonna happen.

* * * * * *

Mr. Hoogervorst is right about one thing: that “… the simplest solutions are usually the most effective at tackling seemingly intractable problems.”   The problem, though, is that boilerplate is not a “seemingly intractable” problem.  To assume otherwise is to ignore the lessons from the history of countless semantic domains, not just financial reporting, showing that boilerplate it not only incurable, it is rampant.

Instead of one more fatuous gesture, I suggest that, instead of trying to break through boilerplate, it is actually a very simple manner to cut straight through all manner of extraneous disclosure by requiring comprehensive  roll-forwards of each balance sheet account.

In the process, the need for pages of narrative disclosures will be eliminated; and some, but certainly not all, boilerplate will shrivel up when exposed to sunlight.

It ain’t gonna happen.




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