PwC DirectorShareholder Insights: Board composition — Key trends and developments
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PwC DirectorShareholder Insights: Board composition — Key trends and developments
No. 201619 May 12, 2016 What’s inside: PwC ……………………. FASB …………………… SEC …………………… PC AOB ………………… IASB …………………… PwC DirectorShareholder Insights: Board composition — Key trends and developments 1 2 3 4 4 Does your company's board include directors with the right skill sets to provide effective oversight? What are the key issues and what do directors, investors, and the CSuite need to know? PwC’s Governance Insights Center released the latest edition of DirectorShareholder Insights which outlines how directors and investors might think about board composition and identifies some of the key issues related to board refreshment. Webcast: Full speed ahead — the latest on the new revenue standard — May 17 We invite you to join our webcast “Full speed ahead the latest on the new revenue standard: FASB, IASB and TRG updates” at 1:00 pm ET on Tuesday, May 17, to hear FASB Assistant Director, Cullen Walsh, and Raytheon Director of Financial Reporting, Kenny Bement, along with revenue specialists from our National Office and Accounting Advisory practice, participate in an informative discussion regarding the latest developments on implementation of the new revenue recognition standard. The panel will also provide an update on the issues debated by the TRG. This 90minute webcast will provide 1.5 CPE credits to participants. Registration and additional webcast information can be found on CFOdirect. Webcast: Private Company Services series: Raising capital: Strategic considerations and accounting implications — June 7 Join us for our webcast “Raising capital: Strategic considerations and accounting implications” at 1:00pm ET on Tuesday, June 7. Private companies seeking capital have a number of options—from straightforward thirdparty debt to issuing public debt or equity, and everything in between. During this 60minute webcast, specialists from PwC’s National Office will be joined by colleagues from our DealsCMAAS and Corporate Finance practices. They’ll provide a primer on what private companies need to know when choosing among the “everything in between” options, including convertible debt, mezzanine debt, and preferred stock. Webcast participants can earn 1.0 CPE credit. Registration and additional webcast information can be found on CFOdirect. National Professional Services Group | CFOdirect Network www.cfodirect.pwc.com Flashline 1 Webcast: Q22016 Current Accounting and Reporting Developments — June 15 We invite you to join us for this quarter’s “Current Accounting and Reporting Developments” webcast at 1:00pm ET on Wednesday, June 15. This 90minute webcast will provide insights and information about key emerging accounting, regulatory, and market developments impacting financial reporting. Webcast participants can earn 1.5 CPE credits. Registration and other webcast information is available on CFOdirect. Video: Held for sale accounting Assessing if a disposal meets held for sale accounting? Tune in to hear PwC’s Joe Niedringhaus discuss the related criteria and share his perspectives on a few of the more judgmental areas. For more of our videos, browse our newly enhanced CFOdirect library of short, informative videos to hear PwC professionals share their insights on current accounting guidance, regulatory and standard setting updates and more. IFRS news — May 2016 This issue of IFRS news looks at (1) IFRS 15: final amendments to the new revenue standard issues, (2) the European Securities and Markets Authority (ESMA) report, (3) key things to look out for with operating segments, and more. Financial Accounting Standards Board (FASB) FASB proposes to simplify measurement of goodwill impairment On May 12, 2016, the FASB proposed eliminating Step 2 of the current goodwill impairment test, which requires a hypothetical purchase price allocation to measure impairment loss. Under the proposal, goodwill impairment loss would instead be measured as the amount by which a reporting unit’s carrying amount exceeds its fair value. All other goodwill impairment guidance would remain unchanged. Comments on the exposure draft are requested by July 11. Also, see PwC’s In brief article which provides an overview of the proposed ASU. FASB issues narrowscope improvements to new revenue standard This week the FASB issued ASU 201612 , Revenue from Contracts with Customers (Topic 606): NarrowScope Improvements and Practical Expedients . The standard amends guidance in the new revenue standard on collectibility, noncash consideration, presentation of sales tax, and transition. The amendments are intended to address implementation issues that were raised by stakeholders and discussed by the Revenue Recognition Transition Resource Group (TRG), and provide additional practical expedients. Also, see PwC’s In brief for a highlevel overview of the amendments. National Professional Services Group | CFOdirect Network www.cfodirect.pwc.com Flashline 2 FASB rescinds SEC guidance on revenue recognition and derivatives and hedging The FASB amended guidance r escinding certain SEC paragraphs pursuant to two SEC Staff Announcements at the March 3 Emerging Issues Task Force (EITF) meeting. The SEC Staff rescinded certain SEC guidance on (1) revenue recognition effective upon the adoption of the FASB’s new revenue standard in ASC 606, Revenue from Contracts with Customers and (2) on host contract in hybrid instruments concurrent with the effective date of ASU 201416, Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share is More Akin to Debt or Equity . Also see the March 2016 edition of PwC’s EITF observer, which provides a synopsis of the SEC Staff announcements made at the EITF meeting. FASB meetings and project updates Meeting summary: The FASB met on May 11. The board discussed its project on improving the equity method of accounting. See the FASB’s website for the board’s meeting summary. Next open board meeting : The next FASB meeting is scheduled for May 19. The topics for the meeting will be announced approximately one week prior to the meeting. Project updates: The FASB has updated the summaries of its projects on: ● Accounting for identifiable intangible assets in a business combination for public business entities and notforprofit entities ● Clarifying the scope of subtopic 61020 and accounting for partial sales of nonfinancial assets (Formerly Clarifying the definition of a business phase 2) ● Disclosures by business entities about government assistance ● Improving the equity method of accounting ● Nonemployee sharebased payment accounting improvements ● Revenue recognition of grants and contracts by notforprofit entities Securities and Exchange Commission (SEC) SEC approves PCAOB rules to disclose engagement partner name and information about other audit firms The SEC approves the PCAOB rules to disclose the names of audit engagement partners, as well as information about other firms that participate in the audits, were approved by the SEC. Audit firms are required to file with the PCAOB on a new form, Form AP, the name of the engagement partner for all public company audits issued on or after January 31, 2017. Information about other audit firms participating in the audit must be filed for all public company audits issued on or after June 30, 2017. National Professional Services Group | CFOdirect Network www.cfodirect.pwc.com Flashline 3 SEC and other agencies seek comment on proposed rule on incentivebased compensation arrangements The SEC along with several other agencies (collectively, the Agencies) are seeking comment on a joint reproposed rule which would implement section 956 of the DoddFrank Wall Street Reform and Consumer Protection Act. Section 956 generally requires that the Agencies jointly issue regulations or guidelines: (1) prohibiting incentivebased payment arrangements that the Agencies determine encourage inappropriate risks by certain financial institutions and (2) requiring those financial institutions to disclose information concerning incentivebased compensation arrangements to the appropriate Federal regulator. Comments on the reproposed rule are requested by July 22. Public Company Accounting Oversight Board (PCAOB) PCAOB reproposes standard to enhance auditor’s report on critical audit matters The PCAOB is reproposing for public comment the auditor reporting standard. The revised proposal would retain the pass/fail model in the existing auditor's report, but would provide additional information in the report, such as the communication of critical audit matters arising from the audit and new elements related to auditor independence and auditor tenure. PCAOB Standing Advisory Group to meet on May 1819 The PCAOB announced that it will hold a meeting of its Standing Advisory Group (SAG) on May 1819, to discuss the auditor's role regarding nonGAAP and other company performance measures, the auditor's reporting model, and how lead auditors supervise other auditors. International Accounting Standards Board (IASB) IFRS Foundation publishes the 2016 Pocket Guide to IFRS Standards The 2016 edition of the Pocket Guide to IFRS Standards: the global financial reporting language was published by the IFRS Foundation. This Pocket Guide has been published by the IFRS Foundation and has not been approved by the IASB. This guide is primarily an overview of the extent of adoption of IFRS Standards in 143 countries and other jurisdictions around the world. The guide also includes summaries of the use of IFRS Standards in those 143 jurisdictions. National Professional Services Group | CFOdirect Network www.cfodirect.pwc.com Flashline 4 Edited by: Brad Mescher Director Phone: 19732367261 Email: [email protected] Saira Gilani Director Phone: 19732365811 Email: [email protected] National Professional Services Group | CFOdirect Network www.cfodirect.pwc.com Flashline 5