On 18 August 2026, the trustees of the IFRS Foundation published the exposure draft Proposed Targeted Amendments to the IFRS Foundation Constitution. The proposals would implement the trustees' earlier decision to reduce gradually the size of the International Accounting Standards Board (IASB) and International Sustainability Standards Board (ISSB), while establishing a governance framework intended to support the effective operation of smaller boards.

The consultation covers board size, board member attributes, voting arrangements and related governance changes. It also states the trustees' continuing commitment to maintaining geographically balanced memberships and an appropriate mix of professional backgrounds, skills and perspectives.

For Minerva, the central question is not whether the boards should become smaller, but whether greater flexibility over appointments and governance can preserve their representation and legitimacy. Our response to the consultation across the four areas examined below rests on a clear distinction: consultation can broaden participation in standard-setting, but it cannot replace representation when decisions are made.

"The proposed amendments represent a pragmatic effort to maintain the IFRS Foundation's effectiveness and long-term sustainability," said Cameron Elsdon, Stewardship Analyst at Minerva Analytics. "However, greater flexibility over board size and appointments should be matched by safeguards that preserve investor representation, geographical diversity and transparency. The challenge is not simply to improve efficiency, but to do so while maintaining confidence in the legitimacy and quality of the standard-setting process."

Proposed IASB and ISSB board reductions

The Constitution currently specifies 14 members for each board. The proposal would replace this with a normal range of eight to 12, with trustees expecting each board to have 10 members from 2028. Reductions would take place gradually as members’ terms end, with each board’s size determined separately according to its priorities and workload.

Minerva does not oppose smaller boards. A reduced membership may support more efficient decision-making, provided the boards retain sufficient technical expertise and experience to fulfil their mandates.

The Foundation should therefore explain how it determines board size, the criteria used to assess capacity and the reasons for any significant change. Reporting should show whether reductions have affected technical capability, investor participation or geographical balance.

Without that information, stakeholders would be asked to accept that a smaller board remained effective without being able to assess the consequences of the change.

How IFRS reform could change geographical representation

The IASB currently allocates four places each to Asia–Oceania, Europe and the Americas, one to Africa and one to any region. The ISSB allocates three each to the first three regions, one to Africa and four at-large places. Both boards would move to two places each for Asia–Oceania, Europe and the Americas, one for Africa and the remaining places at large, subject to avoiding overall geographical imbalance. On a 10-member board, this would mean three at-large places, including the chair.

More flexible geographical allocation may widen the field of qualified candidates and avoid appointments being governed mechanically by regional categories. It could also reduce visible representation from emerging and developing markets.

That risk cannot be addressed through outreach alone. Confidence in international standards depends partly on whether the institutions developing them include experience from the markets expected to adopt and implement them.

Minerva therefore supports disclosure of how regional and at-large appointments contribute to the boards' overall composition. This would allow investors, regulators and reporting companies to judge whether greater appointment flexibility has preserved geographical legitimacy in practice.

Investor and primary-user representation

The draft proposes no change to the main membership qualifications. Both boards must currently combine professional competence and recent relevant experience across backgrounds including auditors, preparers, users, academics and regulators, without a specified investor or primary-user quota. Trustees say smaller boards should retain sufficient investor and preparer experience. The change is therefore fewer seats within the existing framework, not a new requirement safeguarding investor representation.

Fewer board seats means fewer seats for investors and primary users of financial and sustainability reporting standards. Their participation is not simply another interest to balance. Financial and sustainability reporting standards are intended to provide information that supports capital allocation and assessment of corporate performance and risk.

Investors may also have fewer resources for continuous participation in standard-setting than accounting firms, preparers, regulators and industry bodies. Greater reliance on consultation could therefore favour organisations with the staff and technical capacity to engage throughout a standard's development.

Minerva recommends a clear expectation of meaningful investor and primary-user representation on both boards, without imposing rigid quotas. Disclosure of members' professional backgrounds would provide a practical means of assessing whether that expectation is being met.

Proposed changes to IFRS board voting rules

The current rule requires nine votes to approve a Standard or Exposure Draft on a 14-member board, or eight on a board of 13 or fewer. The proposal would require a simple majority of all serving members plus one vote, with at least five affirmative votes: seven on a 10-member board, compared with eight under the current rule, and six on an eight-member board.

Discussion Papers would require a simple majority of all serving members, rather than only those present, aligning the Constitution with existing Due Process Handbook practice. Other decisions would retain a simple majority of members present at a meeting attended by at least 60% of the board. Both categories would gain a minimum of four affirmative votes. The Constitution would also explicitly treat abstentions as votes against, as the Handbook already does.

Minerva also supports adapting voting requirements to accommodate potentially smaller boards. However, formal thresholds do not by themselves show how influence will operate under different membership levels.

Worked examples should explain approval thresholds, blocking minorities and any consequences for due process. This would allow readers to assess whether smaller boards could alter the balance between efficient decision-making and the breadth of support required for a standard.

A post-implementation review after approximately three years, or one full appointments cycle, should then examine whether the reforms delivered their anticipated financial and operational benefits. It should also test their effects on technical quality, board composition, geographical representation, investor participation and the timeliness of standard-setting.

The Foundation can gain flexibility without weakening legitimacy, but only if the consequences of that flexibility are visible and reviewable. Consultation can broaden the evidence before the boards. It cannot replace representation in the decisions themselves.

What comes next for IFRS governance reform

As the reforms move towards implementation, Minerva wants the trustees to match greater discretion with regular reporting on board composition and capacity, explaining how vacancies, reappointments and at-large selections affect each board’s collective balance. The proposed review should follow approximately three years of operation or a full appointments cycle, whichever provides the more meaningful evidence base. The test will be whether efficiency and financial gains have been achieved without weakening technical quality, investor representation or the Foundation’s global legitimacy.

Read Minerva’s full consultation response here.