Proposed Targeted Amendments to IFRS Foundation Constitution

In 2024, the IFRS Foundation caried out a review of its operations, which informed a transformation programme, to streamline aspects of the Foundation’s operations and governance structure. The programme aims to ensure the IFRS Foundation’s continued service as the global corporate reporting standard-setter.

Streamlining measures include reducing the size of both standard-setting boards and the IFRS Foundation Constitution is being amended to operationalise the change. The Trustees’ proposed amendments intend to provide a suitable governance framework for the smaller boards to ensure they continue to function effectively.

Summary of Proposed Changes

The proposed amendments align requirements relating to the two boards with the proposed reduction in board members. The matters addressed are set out below.

Board size

Currently, the IASB and the ISSB shall normally comprised 14 members each. The Trustees propose amending the Constitution to reduce this number so to specify that each Board should normally comprise between eight and 12 members. The Trustees will take account of the respective boards’ workload and priorities in determining the number of members appointed to it.

The proposals anticipate that from 2028, each board will be expected to comprise of 10 members. The upper limit of 12 members is to provide flexibility if, for example, there are a large number of part-time members.

Geographical representation

Board members are appointed as individuals and not to represent their respective jurisdiction. Nonetheless, the board is appointed to represent the geographical diversity of the standards’ application.

Therefore, the number of members to be drawn from each area of the globe has been reduced, in line with the reduction in the size of the boards. The Trustees state that the proposals “maintain the principle of broad international balance, ensuring that the boards continue to reflect the global nature of the Foundation’s work and supporting confidence that the boards remain geographically diverse and credible global standard setters”.

The Trustees also propose formalising the recent practice of appointing the Chair from the ‘at-large’ category, so that it is not restricted to any specific region.

Voting arrangements

The Trustees propose to align the voting provisions with the reduced size of the boards:

1. Decisions relating to the publication of Exposure Drafts and Standards will change from super-majority voting to requiring a simple majority plus one vote, with a minimum of five affirmative votes.
2. All other decisions will require a simple majority, with a minimum of four affirmative votes.

The UKEB outreach plan includes a public consultation on the UKEB’s Draft Comment Letter.

On 22 September 2026, the UKEB published its Draft Comment Letter on the Exposure Draft Proposed Targeted Amendments to IFRS Foundation Constitution.

As the UKEB’s November meeting is scheduled after the consultation period ends, the Board will review the Final Comment Letter at its meeting in October 2026.

To facilitate this timeline, the DCL is open for a 21-day consultation period, closing on 13 October 2026.