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Need for a New Financial Reporting Rating System
In the continuing discussion over corporate accounting abuses, poor board
governance and low investor confidence, very little attention has been
paid to the quality, transparency and completeness of financial reporting
in corporate 10-Ks, 10-Qs and proxies – the mainstay of US financial
corporate reporting. While the Securities and Exchange Act of 1934 spells
out the reporting requirements and what should be covered, in reality,
there is a wide discrepancy in actual practice because of gaps in the
manner and extent of the actual reporting which is left to each company’s
interpretation. RateFinancials’ philosophy is to let the companies’
public reports speak for themselves. Our analysts do not speak with the
companies’ management. We rate the actual reporting.
One of the main problems is that neither the SEC nor the research analysts
critically review company reporting. As we have learned, post-Enron, only
a small handful of companies’ financial reporting is reviewed by
the SEC staff, e.g. less than 20% of the 10-Ks are reviewed annually.
Many research analysts have told us that with the heavy workload of having
to cover too many companies, they often will not read all of the 10-K’s,
10-Qs, proxies, etc. issued by the companies they cover.
There is a pressing market need and demand for rating and ranking corporate
reporting because, over the past ten years, we have witnessed a continuing
series of corporate abuses, conflicts of interest, fraudulent and aggressive
accounting practices, and inflated financial statements that have caused
a market loss of several trillion dollars. These practices were supplemented
by numerous examples of senior corporate officers engaged in unlawful
behavior and corrupted by conflicts of interest, self-dealing and corporate
malfeasance. In addition, this behavior was aided by the unprofessional
practices at the major accounting firms and by the lax and under-funded
supervision by the Government’s regulatory agencies. Market credibility
was further damaged by the unlawful practices and numerous conflicts of
interest created by the leading investment banking firms and their analysts,
who continued to recommend purchase of stocks that were known to have
major problems at the time they were recommended.
The underlying issues that have caused these problems stem mainly from:
1. Aggressive and Fraudulent Accounting Practices
- Revenue recognition issues – inflating/deferring
revenue
- Reducing, shifting or capitalizing expenses
- Adoption of aggressive accounting policies –
impacting revenue and earnings – which
involved revenue, expenses, reserves,
inventories, stock options, pension plans,
tax deferrals, investment gains, etc.
- Poor reporting disclosure practices pertaining
to footnotes and accounting policies
- Non-expensing of stock options
- Misuse of pro forma accounting
- Using pension plan gains to inflate earnings
2. Poor Board Governance
- Poor board governance affecting the
independence and performance of the Boards
of Directors, Audit, Compensation and
Nominating committees
- Inability of Audit Committees to properly
monitor, control and evaluate their companies’
financial reporting, aggressive accounting,
degree of risk, performance and results of
the audit
- Examples of senior corporate officers, who have
resigned under pressure, and were allowed to
receive outrageous compensation while their
companies’ stocks declined significantly
- Inability of directors to detect and/or evaluate
any related-party transactions to insure that
companies are avoiding conflicts of interest
3. Reduced Role and Funding for the SEC
4. Problems with Using and Understanding the Limitations of GAAP
5. Inability of the FASB to Tighten its Standards
As a collective result of these practices, investors’ confidence
has been lost both in the financial reporting of public companies and
in the accounting firms that audit them. RateFinancials’ system
of rating and ranking financial reporting should establish new standards
for corporate public reporting, accounting practices and governance. For
institutional and retail investors, this will offer substantial benefits
and restore confidence in the reporting.
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