Statement of Operating Procedures

Introduction

1. This Statement of Operating Procedures has been developed and adopted by the Accounting Standards Oversight Council (AcSOC) in accordance with its Terms of Reference. AcSOC applies the procedures set out below in carrying out its responsibilities.

Meetings

2. Meetings of AcSOC are held as frequently as necessary to discharge its responsibilities, normally at least three times per year.
   
   
3. AcSOC and its committees may hold meetings in person or by telephone, video-conference, or other similar means.
   
   
4. A quorum at any meeting of AcSOC is a majority of the members of AcSOC.  A quorum at any meeting of a committee of AcSOC is a majority of the members of the committee.
   
   
5. Meetings of AcSOC are open to public observation, other than in camera discussions of human resources and other confidential matters.

Voting

6. Each member of AcSOC, including the Chair, has one vote. The Chair has an additional vote if required to break a tie.
     
7. The affirmative vote of a simple majority of all AcSOC members voting on a particular matter is required for all decisions of AcSOC. The affirmative vote of a simple majority of all members of a committee of AcSOC voting on a particular matter is required for all decisions of the committee.
     
8. All votes taken in meetings of AcSOC and the committees of AcSOC are documented in the minutes. The minutes constitute proper evidence of the decisions of AcSOC and its committees.

Appointment of Members of AcSOC, the AcSB, and PSAB

9. The members of AcSOC, the Accounting Standards Board (AcSB) and the Public Sector Accounting Board (PSAB) are selected to ensure that each of those bodies has an appropriate balance of competencies and experiences to meet its objectives. AcSOC maintains within the membership of each body a reasonable balance of geographic and gender representation, as well as professional background both within the accounting profession and from other professions involved in financial reporting issues.
   
   
10. To the extent possible, the terms of members should be staggered to facilitate the orderly turnover of membership of AcSOC, the AcSB, and PSAB.
    
    
11. Each of the members of AcSOC, the AcSB, and PSAB is appointed for a term of three years or such shorter term as AcSOC may determine. Members are eligible for re-appointment. It is presumed that members normally serve for two three-year terms but further re-appointments are at the discretion of AcSOC. The terms of the Chairs of the AcSB and PSAB are determined by agreement between each Chair and AcSOC, being normally between three and five years. The Chairs are eligible for re-appointment.
    
    
12. The Nominating and Governance Committee of AcSOC is responsible for identifying suitable candidates for membership on AcSOC, the AcSB, and PSAB and for making recommendations to AcSOC on appointments. In the case of the Chairs of the AcSB and PSAB, this procedure may include a formal search and interview process involving an executive recruitment agency, the costs of which are a charge to the budget of AcSOC.
    
    
13. The Chair and Vice-Chair of AcSOC are appointed by AcSOC on the recommendation of the Nominating and Governance Committee. Prior to making its recommendation, a consultation takes place on a confidential basis with the members of AcSOC.
    
    
14. The Chair of the AcSB, in consultation with the Vice-President, Standards of Financial Reporting and Assurance Standards Canada and the Director, Accounting Standards, provides input to the Nominating and Governance Committee regarding candidates for membership on the AcSB. The Chair of PSAB, in consultation with the Vice-President, Standards of Financial Reporting and Assurance Standards Canada and the Director, Public Sector Accounting, provides input to the Nominating and Governance Committee regarding candidates for membership on PSAB. After receiving such input, the Nominating and Governance Committee makes its recommendations to AcSOC concerning appointments to the AcSB and PSAB.

Committees of AcSOC

15. AcSOC is empowered to create such committees of its members as it deems appropriate in carrying out its activities. Such committees are not given the authority to make decisions on behalf of AcSOC and, accordingly, they only have a mandate to submit their findings and make recommendations to AcSOC.
    
    
16. AcSOC provides Terms of Reference for all committees of its members. Among other matters, such Terms of Reference specify:
• the purpose, objectives, and responsibilities of the committee; and
• the size and composition of membership, including the desired mix of members’ backgrounds, and the terms of appointment. 
  
  
17. The appointment of the Chairs and members of all of AcSOC’s committees are made by agreement of the Chair and the Vice-Chair of AcSOC. The Vice-Chair is usually also the Chair of the Nominating and Governance Committee. 

Performance Review

18. In carrying out its reviews of the performance of the AcSB and PSAB, AcSOC determines whether, in its view, the adoption by either board of standards issued by another standard-setting body is in the public interest and consistent with the mission of the board, to the extent that either of the boards has chosen such a strategy. Among other matters, AcSOC satisfies itself concerning:
• the integrity of the process for developing the strategy of the AcSB or PSAB, as the case may be, for adopting the standards of another standard-setting body instead of developing standards itself;
• the credibility of the other standard-setting body and its continuing ability to develop high-quality standards;
• the procedures carried out by the other standard-setting body in ensuring that it develops high-quality standards; and
• the procedures carried out by the AcSB or PSAB, as the case may be, in adopting standards issued by the other standard-setting body from time to time.
  
  
19. In carrying out its reviews of the performance of the AcSB and PSAB, AcSOC satisfies itself through its Performance Review Committee concerning:
• the strategies that each of the boards has adopted for different categories of reporting entities within its mandate, including the process for developing the strategies; and
• the procedures carried out by each of the boards in ensuring that it develops high-quality standards consistent with its strategies.

Communications

20. AcSOC informs stakeholders and the public concerning its activities. AcSOC publishes its meeting dates, agendas, and summaries of its deliberations, except those arising from meetings held in camera. AcSOC also publishes an annual report of its activities. The principal means of communication is through the posting of information and documents on AcSOC’s website.
    
    
21. AcSOC solicits input from stakeholders and the public concerning the performance of AcSOC, the AcSB, and PSAB.

Operations

22. AcSOC’s operating year ends on March 31 in each calendar year.
    
    
23. AcSOC’s working language is English, but written communications with stakeholders are provided in both English and French.

Confidentiality

24. Members of AcSOC must keep meeting materials and information confidential, unless AcSOC decides to release a particular document or information to the public.

Relationships with Other Organizations

25. AcSOC establishes relationships with the Auditing and Assurance Standards Oversight Council, the Canadian Public Accountability Board, the Trustees of the IFRS Foundation and other bodies having an oversight responsibility for elements of the financial reporting system. The purpose of such relationships includes:
• Discussing common issues, challenges, and agendas; and
• Ensuring there is appropriate liaison and communication among the operating bodies (the AcSB, PSAB, the Auditing and Assurance Standards Board, the practice inspection and enforcement organizations, the International Accounting Standards Board and the International Public Sector Accounting Standards Board).
  
  
26. Relationships with other organizations are normally established through discussions between the Chair and the Vice-Chair of AcSOC and their counterparts in other organizations. Such discussions are held at least annually, if practicable.
    
    
27. AcSOC reviews annually a proposed budget for the expenses for AcSOC and the standard-setting activities, and reviews actual results and variances.

Self-assessment

28. AcSOC carries out an annual self-assessment to identify needed improvements in its operating policies and practices, including reporting to the public. 

Code of Conduct

29. All AcSOC members adhere to a Code of Conduct signed annually.