Financial Accounting Foundation
Board of Trustees
Board of Trustees
|Charles H. Noski, Chair||Gary H. Bruebaker, Vice Chair|
|Charles S. Cox||Myra R. Drucker|
|Nancy K. Kopp||Ann M. Spruill|
|Terry D. Warfield|
The Board of Trustees (Board) of the Financial Accounting Foundation (Foundation) has, in accordance with the By-Laws of the Foundation, established the Executive Committee (Committee) to: (1) provide leadership and education on the importance of the role of the Financial Accounting Standards Board (FASB) and the Governmental Accounting Standards Board (GASB) in establishing and maintaining high-quality accounting and financial reporting standards; (2) provide oversight and advice regarding the organization’s strategic direction; (3) develop and maintain governance guidelines and policies; (4) monitor compliance with Foundation By-Laws; (5) monitor conflicts of interest; and (6) periodically conduct an assessment of the performance of the Board and its committees.
Membership and Structure
The Committee shall be a standing committee of the Board. The members of the Committee shall consist of the Foundation’s Chair and such other members as the Board shall, from time to time, appoint, each of whom shall be a Trustee. The Foundation’s Chair shall be Chair of the Executive Committee. The members of the Committee shall serve until their successors shall be duly appointed and qualified or until their earlier resignation or removal.
The Committee shall meet regularly and as needed in order to carry out its duties. Meeting dates and times will be specified in advance.
The Committee is charged with the following responsibilities (it being noted that nothing herein shall be deemed to restrict or otherwise affect the authority of the Board with respect to any of such matters):
General Activities and Strategic Planning
- In the intervals between meetings of the Board, and unless otherwise limited by the Foundation’s Certificate of Incorporation, By-Laws, applicable law, this Charter, or a resolution of the Board, having, and having the right to exercise, all the powers and authority of the Board in directing the management of the business and affairs of the Foundation, with authority to act on behalf of the Board.
- Meeting periodically to discuss matters of mutual concern with the Foundation’s President and Chief Executive Officer (CEO), the Chairs and Members of the FASB and the GASB, and other key personnel, individually and collectively, as appropriate.
- Assisting the Foundation President and CEO and other executive officers of the Foundation (i) in connection with the direction and management of the Foundation, (ii) with respect to operational matters that do not fall within the oversight purview of any other committee of the Board; and (iii) in developing long-term strategies for the evolution and future roles of the Foundation, the FASB, and the GASB.
- Making recommendations to the Board as to the appropriate long-range plans, including strategies and objectives that should be approved and monitored to carry out the organization’s mission.
- Consulting as appropriate with the Foundation’s President and CEO and the chairs of the FASB, the GASB, the Financial Accounting Standards Advisory Council (FASAC), the Governmental Accounting Advisory Standards Council (GASAC) and the Private Company Council (PCC) regarding external relations and communications strategies to better communicate the importance of the mission and independence of the FASB and the GASB.
- Monitoring and maintaining effective relationships with appropriate groups and associations, both private sector and governmental.
- Monitoring, on a continuing basis, the operations of the Foundation, the FASB, the GASB, the FASAC, the GASAC and the PCC and making recommendations to the Board regarding any changes in the basic structure of these bodies, including their size, composition and functions.
- Periodically reviewing and recommending to the Board any appropriate changes to the By-Laws or organizational structure of the Foundation.
- Making recommendations regarding the establishment, alteration, supplementation or repeal of policies in respect of investments, personal activities, speeches and publications of the Board and staff of the Foundation and members and staff of the FASB and the GASB. The Committee shall serve as the appeals body for exemptions from and waivers under the Investments and Personal Activities policies of the Foundation and as the ultimate interpreters of conflicts of interests, disqualifications, and other questions arising under these policies, including, without limitation, as they apply to the Foundation’s President and CEO, the FASB and the GASB chairs and the FASB and GASB members as may be required under the By-Laws.
- Providing such oversight, review and disposition of issues as may be required, from time to time, under the Board’s Code of Conduct.
- Ensuring that the Foundation’s Chair has a process in place to receive feedback from all Trustees, the Foundation President and CEO, and the FASB and GASB chairs, to improve his/her performance and the performance of the Board.
- Periodically conducting an assessment of the performance of the Board and its Committees.
- Performing periodic self-assessments of the Committee’s roles, functions and performance, that will include a review of the Committee Charter and a recommendation to the Board of any necessary or appropriate amendments.
- Consulting with and, if requested, resolving, any significant disagreements or questions related to allocation of authority and responsibilities among the Foundation’s President and CEO, and the FASB and the GASB Chairs.
- Reporting periodically to the Board and serving as a communications vehicle between the FASB, the GASB and the Board.
- Evaluating and recommending for approval by the Board, as appropriate, arrangements with consultants and other third parties that provide professional services or advisory services to the Board.
- Providing for the orientation of new members of the Board and for the continuing education of the Board.
- Maintaining authority to retain, oversee and direct 1) independent counsel and 2) other professionals as appropriate to assist in the performance of its duties, including assisting in the conduct of or authorization of any investigation that is consistent with the Committee’s scope of responsibilities.
- Performing such other functions as assigned by law, the Foundation’s certificate of incorporation or By-laws, or the Board.
- Determining the anticipated funding and resource needs of the Committee and notifying the Foundation of such requirements.
- Regularly reporting the Committee’s findings and determinations to the Board.
- Performing periodic self-assessments of the Committee’s roles, functions and performance that will include a review of the Committee Charter and a recommendation to the Board of any necessary or appropriate amendments.
The Committee shall not have the authority of the Board to:
- resolve questions regarding jurisdictional authority, functions and powers of the FASB or the GASB;
- appoint (or fill vacancies for) chairs, vice chairs or members of the Board (or any committee of the Board), the FASB, the FASAC, the GASB, the GASAC or the PCC;
- appoint the Foundation’s President and CEO or other officers;
- adopt, amend or repeal the Certificate of Incorporation or By-Laws of the Foundation, or any section thereof;
- approve the organization’s annual budget; or
- change the basic structure of the organization, including size, composition and functions.
This charter may be amended only by the affirmative vote of the Board.
Approved by the FAF Board of Trustees on November 15, 2016; effective January 1, 2017