June 2022 financial reporting, governance, and risk management

| 6/24/2022
June 2022 financial reporting, governance, and risk management

Message from John Epperson, Managing Principal, Financial Services

Dear FIEB readers,

Financial reporting, governance, and risk management topics never seem to take a summer vacation, though we hope our readers find some time this summer to recharge. Our aim is to keep you informed of the top-of-mind topics from standard-setters, regulators, and other stakeholders.

To that end, this month we report on, among other items, an annual risk review, quarterly reports, and guidance on certain deposit insurance rules and stablecoins from various financial institution regulators. The Financial Accounting Standards Board moved closer to finalizing guidance on investments in tax credits but also deprioritized its project on accounting for goodwill. The Securities and Exchange Commission (SEC) remained active, including offering messages on independence, financial reporting, market structure, and enforcement. In addition, the SEC proposed new environmental, social, and governance rules related to investment advisers and fund names and reopened the comment period on certain Dodd-Frank Act-mandated rules. The SEC also continued its focus on interaction with financial statement users, holding an Investor Advisory Committee meeting. The Public Company Accounting Oversight Board re-engaged with its advisory groups, including its Investor Advisory Group and its Standards and Emerging Issues Advisory Group.

As we finish the second calendar quarter, we wish you and yours a wonderful summer. Embrace the warm weather and the information included.

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Matters of importance from the federal financial institution regulators

FDIC issues quarterly banking profile for first quarter 2022

The Federal Deposit Insurance Corp. (FDIC) released, on May 24, 2022, the quarterly banking profile covering the first quarter of 2022. According to the report, FDIC-insured banks and savings institutions reported $59.7 billion quarterly net income, a decrease of $17.0 billion or 22.2% from a year ago. The decline in net income is attributable primarily to a 135.8% increase in provision expense from first quarter 2021.

The report provides these additional first quarter statistics:

  • Net interest income increased 6.4% from the previous year, totaling $138 billion. From the previous year, the average net interest margin decreased 1 basis point to 2.54%.
  • Noninterest income, compared to the previous year, decreased 17.8%, driven by lower gains on loan sales.
  • Total loans and leases increased $109.9 billion (1.0%) from the previous quarter.
  • Net charge-offs decreased by $3.0 billion (32.0%) from a year ago, and the total net charge-off rate declined 12 basis points to 0.22%.
  • From the previous quarter, the noncurrent loan rate declined by 5 basis points to 0.84%. Noncurrent loan balances (those 90 days or more past due) declined $4.5 billion (4.5%).
  • Community banks’ net income decreased 7.1% year over year.

The total number of FDIC-insured commercial banks and savings institutions declined to 4,796 from 4,839 the previous quarter. During the first quarter three new banks opened, 44 banks were absorbed by mergers, and no banks failed. The number of institutions on the FDIC’s problem bank list declined by four from the fourth quarter, to 40. However, the assets of problem institutions remain elevated and increased another $3 billion to $173.1 billion.

NCUA issues first quarter 2022 performance data

The National Credit Union Administration (NCUA) reported, on June 7, 2022, quarterly figures for federally insured credit unions based on call report data submitted to and compiled by the agency for the first quarter of 2022.

Highlights include:

  • The number of federally insured credit unions declined to 4,903 from 5,068 in the first quarter of 2021. In the first quarter of 2022, 3,076 federal credit unions and 1,827 federally insured, state-chartered credit unions existed.
  • Total assets reported for federally insured credit unions rose by 8.7% to $2.12 trillion, up $169.0 billion from a year ago.
  • Net income at an annual rate totaled $18.1 billion, down $1.6 billion (8.2%) from the same period a year ago.
  • The return on average assets decreased from 104 to 87 basis points compared to a year ago.
  • The credit union system’s net worth increased by $21.2 billion, or 10.8%, over the year to $216.4 billion. The aggregate net worth ratio was 10.22% in the first quarter of 2022, up from 10.02% in the first quarter of 2021.

FDIC issues small-bank guide on simplified deposit insurance rules for trust and mortgage service accounts

The FDIC on May 18, 2022, published a small-entity compliance guide to help insured depository institutions comply with a rule finalized in January 2022 that amends the deposit insurance regulations for trust accounts and mortgage servicing accounts (MSAs).

The final rule, which takes effect April 1, 2024, establishes a “trust accounts” category that governs coverage of deposits of both revocable trusts and irrevocable trusts using a common, simplified calculation. The rule also expands the current per-borrower coverage of up to $250,000 for all MSA balances held to satisfy principal and interest obligations to a lender.

FDIC publishes 2022 Risk Review

The FDIC published on May 20, 2022, its annual risk review, a summary of U.S. economic, financial market, and banking sector conditions as well as key credit and market risks to banks as of year-end 2021.

The report highlights higher net income in 2021, primarily due to lower credit loss provisions, with banks reporting a significant 89.7% increase year over year. Meanwhile, net interest margin declined, despite a slight increase in net interest income and strong asset growth.

Bank liquidity remained strong in 2021, as the industry saw a record increase in deposits, which resulted in high levels of cash on bank balance sheets while lending growth remained slow, contributing to higher levels of liquid assets. While market risk remained moderate overall, the FDIC did caution that rising interest rates could be a source of risk for banks with substantial exposure to longer-term assets.

With regard to credit risk, while commercial real estate (CRE) asset quality remained strong through 2021, the FDIC noted that the expiration of pandemic-related assistance and shifts in the market demand for CRE properties could affect future performance. A similar caution was noted for consumer lending led by auto loans and other non-credit card consumer loans, where lingering pandemic developments could elevate banking sector consumer lending risks.

Meanwhile, operational risks for the banking sector – including cyber risks and risks related to illicit financial activity – remain elevated, the FDIC noted. The report also flagged climate-related financial risk as an area of emerging risk for the banking industry, signaling that the FDIC will be increasing focus in the area during 2022 exams.

New York Department of Financial Services issues stablecoin guidance

The New York Department of Financial Services (NYDFS) on June 8, 2022, released formal guidance on reserve and attestation requirements for stablecoin issuers in New York state. NYDFS Superintendent Adrienne Harris said since 2018 the agency has worked with issuers of stablecoins backed by the U.S. dollar that “have had to meet conservative reserve requirements and provide routine attestations to protect consumers and ensure the stability of the coins issued.”

The new guidance provides baseline requirements for U.S. dollar-backed stablecoins:

  • The stablecoin must be fully backed by a reserve of assets. Also, the issuer must adopt clear redemption policies (approved by NYDFS) granting the holder of the stablecoin a right to redeem units of the stablecoin in a timely fashion at par for the U.S. dollar.
  • The reserve must consist of U.S. Treasury bills with no more than three months to maturity, U.S. Treasury notes, some types of U.S. Treasury bonds or reverse repurchase agreements that are collateralized by Treasury bills, certain government money market funds, and certain deposit accounts at U.S. state or federally chartered depository institutions.
  • The reserve must be subject to an examination of management assertions at least once per month by an independent auditor applying American Institute of Certified Public Accountants attestation standards.
From the Financial Accounting Standards Board (FASB)

FASB discusses tax credits

On June 16, 2022, the FASB’s Emerging Issues Task Force (EITF) met and discussed Issue No. 21-A, “Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method” and reached a consensus for exposure. In a change from previous discussions, the EITF decided to allow entities that choose the proportional amortization method to make an accounting policy election on a tax credit program-by-program basis rather than require the proportional amortization method for all tax credit investments meeting the criteria. The consensus will be drafted into a proposed Accounting Standards Update, which will be exposed for public comment in the future, pending FASB approval.

FASB removes goodwill and identifiable intangible assets project

At its June 15, 2022, board meeting, the FASB discussed the status and future direction of the goodwill and identifiable intangible assets project. The board decided to deprioritize and remove the project from its technical agenda.

From the Securities and Exchange Commission (SEC)

SEC holds Investor Advisory Committee meeting

The SEC Investor Advisory Committee held a meeting on June 9, 2022, that included two panel discussions – one regarding accounting of nontraditional financial information and one addressing climate disclosures. The panel discussion on accounting of nontraditional financial information began with a general overview of the U.S. accounting and auditing infrastructure presented by speakers from the SEC and the Public Company Accounting Oversight Board (PCAOB). Three experts discussed whether the accounting and auditing infrastructure is providing investors with the information they need to make informed decisions and provided their suggestions and strategies to make sure the U.S. capital markets remain the most competitive in the world. The panel discussion on climate disclosures focused on the SEC’s March 2022 proposed rules to enhance and standardize climate-related disclosures.

SEC acting chief accountant issues statement on importance of independence

On June 8, 2022, SEC acting Chief Accountant Paul Munter issued a statement on the importance of auditor independence and an ethical culture for the accounting profession. He identifies the SEC’s auditor independence rule, Rule 2-01 of Regulation S-X, as integral to the SEC’s mandate to protect investors and notes it is fundamental for promoting investor confidence in the quality of financial disclosures. In addition, Munter discusses:

  • The importance of the auditor independence framework under Rule 2-01(b) of Regulation S-X. Munter says not to overlook the importance of Rule 2-01(b) when determining whether an accountant is independent and that all relevant circumstances should be considered. The independence evaluation is not just a checklist exercise under Rule 2-01(c), and the general standard requires an evaluation of auditor independence, including an assessment of independence both in fact and appearance from the perspective of a reasonable investor.
  • The Office of the Chief Accountant’s (OCA) approach to auditor independence consultations. Munter notes that an important part of consultations is that all relevant circumstances and facts for the specific question are provided to the OCA. Also, Munter warns that relying on previous staff positions might not be appropriate as specific risks, facts, and circumstances might be different even if they appear similar and the OCA will independently access all circumstances.
  • Recurring issues on auditor independence consultations. Munter identifies recurring issues in recent independence consultations, including treating independence considerations as a checklist in place of a careful analysis, providing nonaudit services without considering the extent and magnitude of the nonaudit services and business relationships, and initiating complex business arrangements through restructurings and the use of alternative practice structures.

Finally, Munter notes the importance of accounting firms fostering an ethical culture with respect to auditor independence and leading by example.

SEC chair remarks on market structure

In his speech on June 8, 2022, before the Piper Sandler Global Exchange Conference, SEC Chair Gary Gensler discussed market structure and how the playing field is not level across different parts of the market. He concentrated on trading in dark pools and through wholesalers, noting that key aspects of the U.S. national market system rules, including rules related to order handling and execution, have not been updated in almost seven years. Gensler described the requests he has made of staff for recommendations on how to update the rules, specifically in the following six areas:

  • Minimum pricing increment
  • National best bid and offer
  • Disclosure of order execution quality
  • Best execution
  • Order-by-order competition
  • Payment for order flow, exchange rebates, and related access fees

SEC reopens comment period on recovery of erroneously awarded compensation proposal

The SEC, on June 8, 2022, reopened the comment period on proposed rules for listing standards for recovery of erroneously awarded compensation. In conjunction with reopening the comment period, the SEC staff released a memo providing supplemental data and analysis on the voluntary adoption of compensation recovery provisions by issuers and the impact of including “little r” restatements as triggers for a compensation recovery analysis.

The SEC initially proposed the rules in July 2015 to implement Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. The comment period for the proposal was first reopened for 30 days in October 2021.

Comments are due July 14, 2022.

SEC and others discuss key matters at conference

On June 2, 2022, the 40th Annual SEC and Financial Reporting Institute Conference was held and included speakers and presentations from the SEC, the FASB, and the PCAOB among others. The opening keynote session with representatives from the FASB and the SEC OCA focused primarily on the FASB agenda consultation and highlighted the 500-plus letters written by investors and stakeholders to the FASB with feedback on recent standards updates. Some of the key areas of feedback centered around the need for further disaggregation of the income statement (additional information about expenses), disclosures on climate regulations and environmental credits, policies related to digital assets, and a review of the income tax provision disclosure requirements (better understanding of complex tax positions). The session also touched on what projects the FASB, the SEC, and the PCAOB are planning to work on in the coming year including standardizing key performance indicators (KPIs), reorganizing consolidation guidance, and the climate disclosure proposal.

Speakers also discussed environmental, social, and governance (ESG) matters throughout the conference, including implementation of new ESG policies and regulations and what the future holds for companies disclosing information related to ESG policies. One presenter emphasized that while ESG disclosure requirements are not fully instituted yet, companies need to be proactive about instituting policies and controls related to ESG disclosures now. Management should consider using the help of specialists, regulators, auditors, and researchers to identify how the ESG disclosure requirements will affect companies.

Other sessions focused on the remote work environment, high employee turnover and the labor shortage and its effect on auditing and accounting, the Russia-Ukraine war and how it is affecting the agencies, the recent increase in the use of non-GAAP adjustments and a plan to release further guidance about when a company can and can’t use them, and PCAOB inspection focus areas.

SEC proposes ESG disclosures for certain investment advisers and investment companies

On May 25, 2022, the SEC proposed amendments to rules and reporting forms to promote consistent and reliable information for investors about funds’ and advisers’ incorporation of ESG factors. Those affected by the changes would include certain registered investment advisers, advisers exempt from registration, registered investment companies, and business development companies.

Funds and advisers would be required to provide more specific disclosures in prospectuses, annual reports, and brochures based on the ESG strategies they pursue. Funds that focus on the environmental factors generally would be required to disclose the greenhouse gas emissions associated with their portfolio investments. Funds that claim to achieve specific ESG impacts would have to describe the specific impacts and summarize their progress on achieving those impacts. Funds that use proxy voting or other engagement with issuers as a significant means of implementing their ESG strategy would be required to disclose information about their voting of proxies on particular ESG-related voting matters and information concerning their ESG engagement meetings. The proposed amendments also include implementing a layered, tabular disclosure approach for ESG funds to allow investors to compare ESG funds at a glance. Additionally, the proposal would require certain ESG reporting on Forms N-CEN and ADV Part 1A.

Comments are due Aug. 16, 2022.

Also on May 25, Chair Gensler issued a statement in support of the proposal, and Commissioners Allison Herren Lee, Caroline Crenshaw, and Hester Peirce all issued statements sharing their positions on the proposed amendments.

SEC proposes changes to Names Rule for funds

To address changes in the fund industry and compliance practices that have developed since the rule was adopted almost 20 years ago, the SEC, on May 25, 2022, proposed amendments to improve and modernize the Investment Company Act “Names Rule” to prevent misleading and deceptive fund names. This proposal addresses public feedback on potential rule reforms received as part of a March 2020 request for comment.

Under the current Names Rule, registered investment companies whose fund names suggest a focus in a particular type of investment (among other areas) must adopt a policy to invest at least 80% of the value of their assets in those investments. The proposed amendments would require more funds to adopt an 80% investment policy by extending the requirement to any fund name with terms suggesting that the fund focuses on investments that have (or whose issuers have) particular characteristics including fund names with terms such as “growth” or “value” or terms indicating that the fund’s investment decisions include one or more environmental, social, or governance factors. The proposed amendments would limit temporary departures from the 80% investment requirement and clarify the rule’s treatment of derivative investments. The proposal also provides new enhanced disclosure and reporting requirements, updates notice requirements, and establishes recordkeeping requirements.

Comments are due Aug. 16, 2022.

Chair Gensler and Commissioners Peirce, Lee, and Crenshaw issued statements on the proposed amendments.

SEC chair provides testimony before Congress

On May 17, 2022, Chair Gensler provided testimony before the Subcommittee on Financial Services and General Government of the U.S. House Appropriations Committee on necessary increases in SEC resources.

Gensler noted that it takes constant vigilance to protect investors; maintain fair, orderly, and efficient markets; and facilitate capital formation, and he said U.S. securities laws are the gold standard for capital markets around the world. He said that we cannot take U.S. leadership in capital markets for granted as new financial technologies and business models continue to change the face of finance for investors and issuers, more retail investors than ever are accessing our markets, and other countries are developing competitive capital markets. To meet the challenges of maintaining these high standards, the SEC needs to be adequately resourced. Market participation, responsibilities, technologies, and competition have increased, the funding for the SEC has not, and the agency has shrunk in size.

Gensler detailed his budget request for enforcement and examinations, corporate finance, trading and markets, and investment management, among other areas. He shared that the expansive growth and added complexity in the capital markets continue to necessitate increased resources for the SEC. He said, “Markets don’t stand still. The world isn’t standing still. Our resources can’t stand still, either.”

SEC director remarks on enforcement landscape

Gurbir S. Grewal, director of the SEC Division of Enforcement, presented a speech on May 12, 2022, at the Securities Enforcement Forum West 2022. Grewal said a goal of enforcement is to increase public confidence in the U.S. markets and government and to offset the waning trust in institutions. Grewal noted that it is in everyone’s collective interest to ensure that investigations move quickly and efficiently. He discussed the perception of delayed accountability as investigations seem to take a very long time and examined obstacles that are encountered throughout the enforcement process including document production issues; reputational, financial, psychological, and emotional costs; trust between staff and counsel and staff and witnesses; and questionable privilege claims.

With regard to document production, he noted there are problems with delayed or slow production, too many documents being provided, or too few being provided in response to requests. Highlighting the importance of documents, Grewal described them as “the lifeblood of many investigations.” He ended his speech with thoughts on the way forward including discussing cooperation, the ways to cooperate, and the benefits of cooperating.

SEC chair remarks on swaps

On May 11, 2022, SEC Chair Gensler delivered prepared remarks before the International Swaps and Derivatives Association Annual Meeting. Gensler noted that the U.S. economy benefits from a well-functioning swaps market as it is important that companies have the ability to manage their risks. He addressed security-based swaps, which are under the SEC’s jurisdiction. Related to the security-based swap markets, he concentrated his remarks on reducing risk, increasing transparency, and enhancing market integrity. He described recent actions taken by the SEC including rule implementations and proposals to reduce risk, enhance pre-trade and post-trade transparency, and improve market integrity. He added that there is still more work to do.

Gensler closed his speech by discussing crypto assets with derivatives and the use of derivatives within structured and so-called complex products. He described actions that can be taken to improve guidance and regulations over these products.

From the Public Company Accounting Oversight Board (PCAOB)

PCAOB new advisory groups hold inaugural meetings

The PCAOB held its first meeting of the Investor Advisory Group (IAG) on June 8, 2022. Topics included the PCAOB strategic plan for 2022 through 2027, the standard-setting agenda, and the IAG going forward.

The first meeting of the Standards and Emerging Issues Advisory Group (SEIAG) was held virtually on June 15, 2022. Following a similar format to the IAG meeting, the SEIAG discussed the PCAOB strategic plan and standard-setting agenda.

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