Financial Accounting Foundation
Board of Trustees
Board of Trustees
|Jeffrey J. Diermeier, Chair||John Davidson, Vice Chair|
|Paul G. Camell||W. Daniel Ebersole|
|Michelle R. Seitz||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 Chairman and such other members as the Board shall, from time to time, appoint, each of whom shall be a Trustee. The Foundation’s Chairman shall be Chairman of the Executive Committee. Members of the Committee shall serve until their successors shall have been 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 shall be 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, the Committee shall have and may 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.
- Meet periodically to discuss matters of mutual concern with the Foundation’s President and CEO, the Chairs and Members of the FASB and the GASB, and other key personnel, individually and collectively, as appropriate.
- Assist the President and CEO of the Foundation and other executive officers of the Foundation (i) in connection with the direction and management of the Foundation, and (ii) in developing long-term strategies for the evolution and future roles of the Foundation, the FASB, and the GASB
- Make 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.
- Consult as appropriate with the Foundation’s President and CEO and the chairs of the FASB, the GASB, FASAC, GASAC and the PCC regarding external relations and communications strategies to better communicate the importance of the mission and independence of the FASB and the GASB.
- Monitor and maintain effective relationships with appropriate groups and associations, both private sector and governmental.
- Monitor, on a continuing basis, the operations of the Foundation, the FASB, the GASB, FASAC, GASAC and the PCC and make recommendations to the Board regarding any changes in the basic structure of these bodies, including their size, composition and functions.
- Periodically review and recommend to the Board any appropriate changes to the By-Laws or organizational structure of the Foundation.
- Make 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 FASB and 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. The foregoing is in furtherance of the By-Law provisions stating that the Committee shall consider matters arising in respect of policies adopted by the Board pursuant to Section 4 of Article II-A (Financial Accounting Standards Board (FASB) - Outside Activities and Investments) and Section 4 of Article IV-A of the By-Laws (Governmental Accounting Standards Board (GASB) - Outside Activities and Investments), including consultations with any member of the FASB or the GASB in respect of whether such member should disqualify himself or herself on a particular vote pursuant to Section 5 of Article II-A (FASB Standards of Financial Accounting and Reporting; Voting; Quorum) or Section 5 of Article IV-A of the By-Laws (Statements and Interpretations of the GASB; Voting; Quorum).
- Monitor the effectiveness of the Foundation’s President and CEO in discharging his/her responsibilities. Prepare and conduct annual evaluations of the Foundation’s President and CEO. Make recommendations to the Board, based on information provided by the Finance and Compensation Committee of the Board, regarding the compensation and benefits of the Foundation’s President and CEO.
- Periodically conduct an assessment of the performance of the Board and its Committees.
- Develop and implement an evaluation process for the Foundation’s Chairman.
- Consult with and, if requested, resolve, 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.
- Report periodically to the Board and serve as a communications vehicle between the FASB, the GASB and the Board.
- Evaluate and recommend for approval by the Board, as appropriate, arrangements with consultants and other third parties that provide professional services or advisory services to the Board.
- Provide for the orientation of new members of the Board and for the continuing education of Board Trustees.
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 Financial Accounting Standards Advisory Council (FASAC), the GASB, the Governmental Accounting Standards Advisory Council (GASAC) or the Private Company Council (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 19, 2013.