Financial Accounting Foundation
Board of Trustees
Board of Trustees
|Ann M. Spruill, Chair||Charles M. Allen|
|Christine M. Cumming||Anthony J. Dowd|
|Myra R. Drucker||T. Eloise Foster|
|Kenneth B. Robinson||Diane M. Rubin|
*Non-committee member governmental Trustees (Jeffrey Esser and Nancy Kopp) serve ex officio on the Appointments Committee when a GASB member appointment is under consideration.
The Board of Trustees (Board) of the Financial Accounting Foundation (Foundation) has established the Appointments Committee (Committee) to assist the Board in fulfilling its responsibility to appoint the Chair and members of the Financial Accounting Standards Board (FASB), the Governmental Accounting Standards Board (GASB), the Financial Accounting Standards Advisory Council (FASAC), the Governmental Accounting Standards Advisory Council (GASAC), and the Private Company Council (PCC); the Foundation’s Chair, President and Chief Executive Officer (CEO), Secretary/Treasurer, and other candidates as officers of the Foundation, and members of the Board. The Committee shall regularly report its findings and recommendations to the Board.
Membership and Structure
The Committee shall be a standing committee of the Board and all Committee members shall be Trustees. The Committee shall consist of five or more members. The Chair and the other members of the Committee shall be appointed by the Board and shall serve until their successors shall be duly appointed and qualified or until their earlier resignation or removal.
Whenever candidates are being considered for appointment to the GASB, the Governmental Trustees then serving on the Board (to the extent not already Committee members) shall serve as ex officio members of the Committee.
The Committee is charged with the following responsibilities:
- Recommending criteria to be used in identifying candidates for membership of the Board, the FASB, the GASB, the FASAC, the GASAC, and the PCC.
- Reviewing and making recommendations to the Board as to the appropriate size and composition of the Board with regard to the competencies, skills, and other desired attributes of its members as they relate to the needs of the Board.
- In accordance with the requirements of the Foundation’s By-Laws, and subject to procedures that the Committee may establish from time to time, recommending appropriate candidates for appointment or reappointment to the positions of:
- the Chair and members of the FASB and the GASB;
- the Chair and members of the FASAC, the GASAC, and the PCC;
- the Foundation’s Chair and President and CEO; and
- the members of the Board.
- Ensuring appropriate outreach to stakeholder groups when seeking candidates for appointment or reappointment to the Board, FASB, GASB, FASAC, GASAC, and PCC.
- Reviewing and approving position descriptions for the Foundation’s Chair, the Foundation’s President and CEO, the FASB and GASB Chairs and members, and the FASAC, GASAC, and PCC Chairs.
- Reviewing proposals from search firms, when applicable, and approving a firm to hire for each particular search.
- Reviewing and approving the succession plan with respect to the positions of the Chair and members of the FASB and the GASB and the Foundation’s President and CEO.
- Meeting periodically with members of the FASB and the GASB to provide the opportunity for individual dialogue with members.
- Reviewing and approving recommendations of the Foundation’s Chair and Foundation’s President and CEO, for Committee assignments and Chairs of Committees, for recommendation to the Board for its approval.
- Reviewing and approving recommendations by the Foundation’s Chair and Foundation’s President and CEO, of Trustee candidates for Vice Chair and Secretary/Treasurer, and other candidates for non-Trustee Foundation officers, for recommendation to the Board for its approval.
- Maintaining authority to retain, oversee and direct 1) independent counsel and 2) other professionals (including search consultants) 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 recommendations 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.
This charter may be amended only by the affirmative vote of the Board.
As amended by the FAF Board of Trustees on May 23, 2018