31 May 2012

FASB: Establishment of the Private Company Council

The FAF Board of Trustees, after seeking and considering public comment, will establish a new body to improve the process of setting accounting standards for private companies. The new group, the Private Company Council (PCC), will be overseen by the Trustees and will replace the existing Private Company Financial Reporting Committee (PCFRC), following an appropriate transition period.

The PCC will have two principal responsibilities. First, the PCC will determine whether exceptions or modifications to existing non-governmental US GAAP are required to address the needs of users of private company financial statements.

Second, the PCC will serve as the primary advisory body to the FASB on the appropriate treatment for private companies for items under active consideration on the FASB’s technical agenda.

Working jointly, the PCC and the FASB will mutually agree on criteria for determining whether and when exceptions or modifications to US GAAP are warranted for private companies. Using the criteria, the PCC will develop, deliberate and formally vote on proposed exceptions or modifications to US GAAP. If endorsed by the FASB, the proposed exceptions or modifications will be exposed for public comment. At the conclusion of the public comment process, the PCC will publicly redeliberate the proposed exceptions or modifications and provide them to the FASB for a final decision on endorsement. If the FASB makes a final decision to endorse, the exceptions or modifications will be incorporated into US GAAP.

The PCC will comprise nine to 12 members, including a Chair, all of whom will be selected and appointed by the Board of Trustees. The PCC Chair will not be affiliated with the FASB, and will have had substantial experience with and exposure to private companies during the course of his or her career. PCC members will include users, preparers and practitioners who have significant experience using, preparing and auditing (and/or compiling and reviewing) private company financial statements. The Trustees may also appoint one or more members of the PCC as Vice-Chairs.

The PCC will determine its agenda by a supermajority vote (two-thirds of all sitting members), in consultation with the FASB and with input from stakeholders. The PCC and the FASB, working jointly, will first mutually agree on a set of criteria to decide whether and when exceptions or modifications to US GAAP are warranted to address the needs of users of private company financial statements. Based on the agreed-upon decision-making criteria, the PCC will conduct a review of existing US GAAP and identify standards that it will consider for possible exceptions or modifications. The PCC will develop, deliberate and vote on proposed exceptions or modifications, which must be approved by a two-thirds vote of all PCC members.

Proposed modifications or exceptions to US GAAP approved by the PCC will be provided to the FASB for a decision on endorsement. If endorsed by a simple majority of FASB members, the proposed modifications will be exposed for public comment. Following receipt of public comment, the PCC will consider changes to the original recommendation and take a final vote. If approved, the final recommendation then will be provided to the FASB for a final decision on endorsement.

If the FASB does not endorse a proposed or final modification or exception, the FASB Chairman will provide to the PCC Chair, within a reasonable period of time, a written document describing the reason(s) for the non-endorsement. The document will also include possible changes for the PCC to consider that could result in a decision by the FASB to endorse. This document will become part of the FASB’s public record.

Final report

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