Great news for banks. We’ve decided to establish a self-governing body to create federal common law principles governing corporate conduct.
Since Congress has never legislated in this area, the field is wide open. Our new Corporate Conduct Principles Board, or CCPB, will consist of lawyers, financial institution executives and former regulators. It will function as a self-perpetuating, standards-setting ecosystem, exactly like another model we found.
To project a veneer of objectivity and independence, the CCPB and its members will be financially independent from the legal and banking industries. Its board members will temporarily separate themselves from their law firms and banks during their tenure to avoid questions about their allegiance.
Operating funds will primarily be derived from assessments on member companies, users of its intellectual property and the publication of its standards. Penalties assessed by the CCPB will support a scholarship fund, and its annual budget will be subject to regulatory review.
As some of you might have guessed, our model is the Financial Accounting Standards Board. Established in 1973, the FASB is a self-appointed pantheon of accounting gods that sits in Norwalk, Conn.
The FASB has hit the regulatory jackpot: It has been designated by the Securities Exchange Commission as the private organization to which the SEC offloads its statutory responsibility for establishing accounting standards for public companies in the United States.
Ironically, Congress formally sanctioned this delegation of authority in the Sarbanes-Oxley Act in 2002, after the economy was rocked by the Enron and other financial and accounting scandals of that period.
The CCPB hopes to piggyback on the privileges the FASB enjoys and what some have described as its “culture of entitled noninterference.” We expect Congress to authorize the role of the CCPB, and the courts and federal regulators to implement and enforce its rules, giving them the force and effect of law. What we particularly like about the FASB model is that unlike Congress’ enactment of a law or a regulatory agency’s promulgation of a rule, the FASB’s actions are not challenged.