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Audit Committees and Financial Reporting 2014: Recent Developments and Current Issues


Speaker(s): Catherine L. Bromilow, Cynthia M Fornelli, Debra Wong Yang, Donald T. Nicolaisen, Frank R. Jimenez, Gene A. Capello, J. Michael Cook, Jay D. Hanson, Joan Amble, John F. Olson, Linda L. Griggs, Mark Kronforst, Michael J. Gallagher, Michael R. Young, Peter J. Beshar
Recorded on: Jun. 20, 2014
PLI Program #: 51374

Linda L. Griggs's practice focuses on securities regulation and corporate law matters. She draws on her experience as a former chief counsel to the chief accountant of the US Securities and Exchange Commission (SEC) to advise clients on issues related to financial reporting, accounting, and other disclosure requirements under securities laws and public and private securities offerings. Linda also advises clients on the fiduciary duties of directors and officers, as well as corporate governance matters.

Linda’s three-year term on the Financial Accounting Standards Advisory Council (FASAC) ends on December 31, 2016.  FASAC advises the Financial Accounting Standards Board on strategic issues, project priorities, and other matters that affect accounting standards. Previously, she served on the SEC's Advisory Committee on Improvements to Financial Reporting and as a chair of the American Bar Association's Law and Accounting Committee.

In addition to her role as chief counsel to the chief accountant of the SEC, Linda worked as special counsel in the Division of Corporation Finance at the SEC. Prior to that, she served as an attorney in the division's rule-writing office, and as a reviewer of registration statements, proxy statements, and reports filed by companies covered by federal securities laws.

Linda retired from Morgan Lewis as of September 30, 2016 after more than 30 years with the firm.

AWARDS AND AFFILIATIONS

Recognized in Who's Who Lega/(2016)

Listed, Chambers USA: America's Leading Lawyers for Business (2013-2015)

Noted in The Legal 500 for Capital Markets: Debt Offerings, Equity Offerings (2014-2016)

Listed, "Women Lawyers of the Year" by The Best Lawyers in America (2016)

Listed, The Best Lawyers in America (2016-2017)

Member, Financial Accounting Standards Advisory Council

Member, SEC Advisory Committee on Improvements to Financial Reporting (8/2007-8/2008)

Member, American Bar Association, Federal Regulation of Securities Committee and Law and Accounting Committee

ADMISSIONS

  • District of Columbia

EDUCATION

  • Smith College, 1971, B.A.
  • University of Cincinnati College of Law, 1974, J.D.

SECTORS

  • Life Sciences
  • Financial Services

SERVICES

  • Securities & Corporate Governance > Life Sciences Transactions

REGIONS

  • North America


Cindy Fornelli is the Executive Director for the Center for Audit Quality (CAQ). The CAQ is dedicated to enhancing investor confidence and public trust in the global capital markets by fostering high quality performance by public company auditors. The CAQ also convenes and collaborates with other stakeholders to advance the discussion of critical issues requiring action and intervention; and advocates policies and standards that promote public company auditors’ objectivity, effectiveness and responsiveness to dynamic market conditions.

As Executive Director, Fornelli is responsible for carrying out the mission and vision of the CAQ’s Governing Board, which is comprised of eight leaders from public company audit firms, the American Institute of CPAs and three independent public members.

In 2013, Fornelli was named for the fifth time to the NACD Directorship D100 list of the most influential people in corporate governance and to Accounting Today’s Top 100 Most Influential People list for the seventh consecutive year. Fornelli currently serves as a member of the Financial Accounting Standards Advisory Council, which is responsible for advising the Financial Accounting Standards Board on technical issues, project priorities, and other matters that affect accounting standard setting, and the Securities and Exchange Commission Historical Society’s Board of Trustees, Class of 2014. She previously served on the National Association of Corporate Directors’ 2010 Blue Ribbon Commission on the Audit Committee and 2009 Blue Ribbon Commission on Risk Governance.

A frequent guest speaker and panelist at prominent business community events, she has been interviewed or quoted by media outlets including Fox Business News, National Public Radio, USA Today, The Washington Post, The Wall Street Journal, Financial Times, the Associated Press, Reuters, Dow Jones Newswires and Bloomberg News. Additionally, Fornelli regularly offers her views as one of a select group of thought leaders participating in LinkedIn’s Influencers program.

Prior to becoming the Center’s Executive Director, Fornelli was the Regulatory and Conflicts Management Executive at Bank of America. In that role, she was responsible for managing enterprise-wide conflicts that potentially could arise from the bank's delivery of multiple products and services across several business divisions, particularly as these conflicts related to securities regulation. Fornelli also had responsibility for coordinating enterprise regulatory relations with securities and banking regulators.

Before joining Bank of America, Fornelli was Deputy Director of the Division of Investment Management of the U.S. Securities and Exchange Commission, where she was responsible for implementing SEC policy, rules and regulations in the investment company and investment advisory industries.

Fornelli is a graduate of Purdue University and received her J.D. at The George Washington University. She is a former securities lawyer and a member of the Washington, D.C. bar and the American Bar Association. Fornelli also serves on the Board of the Washington Literacy Center.


Debra Wong Yang is a partner in Gibson, Dunn & Crutcher's Los Angeles office. She is Co-Chair of the firm's Crisis Management Practice Group, the White Collar Defense and Investigations Practice Group and the Privacy, Cybersecurity, and Consumer Protection Practice Group. She is a member of the Media and Entertainment and Intellectual Property Practice Groups. Ms. Yang was also a member of the firm's Executive Committee and Management Committee.

Ms. Yang's practice specializes in corporate crime and compliance. She served as a DOJ-appointed Monitor over an orthopedic manufacturing company with health care compliance and regulatory issues. She has also represented companies and boards in internal investigations, compliance matters, and criminal investigations. In addition, Ms. Yang has provided advice on matters relating to FCPA, trade secrets, and cyber/data intrusions. She has overseen teams of attorneys conducting internal investigations and has reviewed compliance programs in a variety of industries. She has also managed matters in the crisis arena relating to recalled products, health care and insurance.

Ms. Yang has led investigative and monitoring teams of attorneys in foreign countries. She has managed data transfers, negotiated interviews of witnesses in Asian languages, and overseen extensive reviews for management or Audit Committees. She has extensive experience conducting compliance reviews in Asia in the areas of industrial manufacturing, energy, health care, and entertainment.

Ms. Yang received her Juris Doctorate in 1985 from Boston College Law School and served as a law clerk to the Honorable Ronald S.W. Lew in the U.S. District Court for the Central District of California.


Gene A. Capello was most recently Assistant General Counsel and Assistant Secretary at Pfizer Inc. from 2006 – 2012. At Pfizer, he specialized in corporate governance, securities transactions and was counsel to the audit committee.  A frequent speaker and panelist at various forums for lawyers and corporate governance professionals, Gene has most recently lectured on emerging issues in securities and corporate governance law, ethics and professionalism in securities law and audit committee practices. 

Prior to Pfizer, Gene was Managing Director for Policy at Proxy Governance, Inc., where he was co-head of policy development at a new and innovative proxy advisory firm.  From 1985 through 2004, he was Vice President and Assistant General Counsel at J.P. Morgan & Co. Incorporated and later at J.P. Morgan Chase & Co. where he specialized in a number of areas including corporate governance, securities, foreign exchange and derivatives and banking law.  Prior to that Gene was an associate at Willkie Farr & Gallagher in New York.

Gene received his J.D. from St. John’s University School of Law in 1981 where he was a member of the Law Review.  He also holds an M.S.W. from New York University and a Bachelor’s Degree in Business Administration from The City College of New York.  He is a member of the American Bar Association, the Association of the Bar of the City of New York (where he is a member of the Financial Reporting Committee) and the Society of Corporate Secretaries and Governance Professionals. He was formerly co-chair of the Practising Law Institute’s (PLI) annual Audit Committees and Financial Reporting workshop.  

He is currently President of the Board of the Fair Housing Justice Center in Manhattan and a member of the Board of Riverside Health Care System in Yonkers, New York.  He has served on a number of local civic and charitable organizations including serving as Chairman of the Board of the Westchester County Health Care Corporation (Westchester Medical Center).

Gene currently resides in Westchester County, New York with his wife, Doris, a former university professor and his daughter, Angela, a law student.


Jay D. Hanson was appointed to be a Board Member of the Public Company Accounting Oversight Board by the Securities and Exchange Commission in January 2011, and reappointed for a second term, ending in October 2018.

Prior to joining the Board, Mr. Hanson spent nearly 32 years at McGladrey & Pullen, LLP. At the time of his appointment to the PCAOB, Mr. Hanson was the National Director of Accounting, overseeing the firm's accounting guidance and training practices, as well as leader of the firm's Accounting Standards Group.

Mr. Hanson served as a member of the Emerging Issues Task Force of the Financial Accounting Standards Board (FASB) from 2006 to 2011. He also was a member of the Financial Reporting Executive Committee of the American Institute of Certified Public Accountants (AICPA) from 2005 to 2011, serving as Chairman from 2008-2011.

Mr. Hanson is a certified public accountant licensed to practice in his home state of Minnesota. He graduated from Concordia College in Moorhead, Minnesota, with a B.A. in Business Administration, Accounting and Mathematics.


John F. Olson is a founding partner of Gibson, Dunn & Crutcher's Washington, D.C. office. Mr. Olson represents business organizations in corporate governance, corporate securities, corporate finance and merger and acquisition matters. He has acted as special counsel for boards of directors and board committees on governance issues and in assessing shareholder litigation, responding to business combination proposals and conducting internal investigations.  He has represented corporations, broker-dealer firms and individuals in Securities and Exchange Commission and other federal agency investigations and regulatory matters.

Mr. Olson has chaired the American Bar Association (ABA) Business Law Section Corporate Governance and Federal Regulation of Securities Committees, and has served for many years on the Corporate Laws Committee. He has also served, by appointment of the ABA President, on the Presidential Task Force on Corporate Responsibility and the ABA’s Standing Committee on Government Affairs. He is a member of the Executive Council of the Securities Section of the Federal Bar Association and is Chair of the Board of Trustees of the American College of Governance Counsel.

Mr. Olson is frequently recognized as one of the nation's foremost authorities on securities, corporate governance and mergers and acquisitions law. He is ranked as one of the top securities regulation attorneys in the country by Chambers USA, has been named by the International Financial Law Review as a Leading Lawyer in U.S. Mergers & Acquisitions and by Who’s Who Legal as one of the leading corporate governance practitioners in the world. Mr. Olson was named the Washington, DC Corporate Law Lawyer of the Year for 2013 and the Washington, DC Corporate Governance Law Lawyer of the Year for 2012 by The Best Lawyers in America®.  Additionally, Best Lawyers has listed Mr. Olson for his corporate, securities, and governance work in every edition published since its inception more than 30 years ago. Annually, Mr. Olson has been selected by the National Association of Corporate Directors and Directorship magazine to its NACD Directorship 100: The Most Influential People in the Boardroom and Corporate Governance Community, in the U.S. and in 2013 was elected to the NACD Directorship Corporate Governance Hall of Fame.

The author and editor of many books and articles on legal issues, Mr. Olson is a Distinguished Visitor from Practice at Georgetown University Law Center.


Mike Cook is the retired chairman and chief executive officer of Deloitte & Touche LLP. He is a member of the board of directors of Comcast Corporation, where he chairs the audit committee, and International Flavors & Fragrances, where he chairs the compensation committee. He is chairman of the Comeback America Initiative, an entity dedicated to fiscal responsibility.

In 2002, Director’s Alert named Mr. Cook one of the Outstanding Directors in America, and he was the first president of the Institute of Outstanding Directors. He is chairman of the GAO Accountability Advisory Panel, is a member of the Advisory Council of the PCAOB and the PCAOB's Standards Advisory Group. He was a member of the National Association of Corporate Directors’ Blue Ribbon Commission on Corporate Governance and its Commission on Audit Committee Best Practices.

Among the numerous awards Mr. Cook has received for his commitment to the advancement of high-talent women in business are the CEO Recognition Award from Women in Technology International andWorking Mother magazine’s Family Champion of the Year Award. He was the only male member of the President’s Commission on the Celebration of Women in American History.

A leader in his profession, Mr. Cook was chairman of the AICPA in its centennial year and a member of its Auditing Standards Board. He is a past chairman and president of the board of trustees of the Financial Accounting Foundation, which oversees the Financial Accounting and Governmental Accounting Standards Boards. Mr. Cook also chaired the World Congress of Accountants, was a member of the advisory council of the International Accounting Standards Committee, and of the SEC’s Advisory Committee on Improvements in Financial Reporting.

Mr. Cook led the profession’s efforts for securities law reform and has often testified before Congress. He was inducted into the Accounting Hall of Fame in 1999 and received the Public Oversight Board’sMcCloy Award in 2001. He is an honors graduate of the University of Florida and was named a Distinguished Alumnus of the University in 1986.


Peter J. Beshar serves as the Executive Vice President and General Counsel of the Marsh & McLennan Companies.  MMC, which has 60,000 employees worldwide and a market capitalization over $35 billion, operates through four leading brands: Marsh, Mercer, Guy Carpenter and Oliver Wyman.  Mr. Beshar supervises the Company’s Legal, Compliance, Government Relations and Risk Management Departments.

Prior to joining Marsh & McLennan in 2004, Mr. Beshar was a litigation partner at Gibson, Dunn & Crutcher LLP where he served as Co-Chair of the firm’s Securities Litigation Group.  Mr. Beshar joined Gibson Dunn in 1995 after serving as the Assistant Attorney General in charge of the New York State Attorney General’s Task Force on Illegal Firearms.  In 1992 and 1993, Mr. Beshar served as the Special Assistant to the Honorable Cyrus Vance in connection with the United Nations' peace negotiations in the former Yugoslavia.

Mr. Beshar is the recipient of the Business Leadership Award from the Citizens Union of New York, the Burton Award for Leadership in the Law, and the Law and Society Award from New York Lawyers for the Public Interest.  In 2015, Mr. Beshar was appointed by President Obama as a trustee of the Woodrow Wilson Center for International Scholars in Washington and by Governor Cuomo as a director of the Empire State Development Corporation.  Mr. Beshar serves as a Trustee and Chair of the Veterans’ Committee of John Jay College for Criminal Justice and is a board member of the Jackson Institute for Global Affairs at Yale University.  Mr. Beshar was selected as a David Rockefeller Fellow by the Partnership for the City of New York.  Mr. Beshar has testified multiple times before Congress on topics ranging from cybersecurity to terrorism.

Mr. Beshar graduated from Yale University and Harvard Law School.


As PwC's Managing Partner, Assurance Quality, Mike leads PwC's U.S. Assurance National Office (National Office). National Office functions include: Accounting Services; SEC Services; Risk Management; Strategic Thought Leadership; and Auditing Services Methods and Tools. He is also responsible for PwC's Learning & Development, Regulatory Relations, and Inspections groups.

Mike has more than 30 years of public accounting experience. His previous National Office roles and leadership positions include serving as: PwC's U.S. Chief Accountant; U.S. Risk Management Leader; and National Office Accounting Consulting Partner. Prior to joining the National Office, he served as a Global Engagement Partner on a number of multinational SEC registrants focused primarily in the chemical/industrial products sector.

Mike served on PwC's US Board of Partners and Principals, including the Finance, Governance, and Clients and Strategy committees.

Mike is a member of The Center for Audit Quality's (CAQ) Professional Practice Executive Committee (PPEC). He Chaired the PPEC from 2011 to 2016.  Mike was a member of the Public Company Accounting Oversight Board’s (PCAOB) Standing Advisory Group (SAG) from 2010 to 2016.  He is also a frequent speaker at profession related events and a member of the AICPA and Pennsylvania Institute of CPAs.


Catherine is a partner in PwC’s Governance Insights Center. She helps boards and audit committees apply leading practices and understand the impact of emerging regulations on their activities. She has worked extensively with boards and directors from a number of countries, including the Bahamas, Barbados, Bermuda, Brazil, Canada, Chile, the Dominican Republic, India, Israel, Japan, Mexico, South Africa, the United States, and Venezuela.

Catherine developed many of the governance publications that PwC has issued: Audit Committee Effectiveness — What Works Best; Board Effectiveness — What Works Best; Governance for Companies Going Public — What Works Best; Going Public? Five Governance Factors to Focus On; Director Dialogue with Shareholders — What You Need to Consider; and PwC’s Family Business Corporate Governance Series. She also contributed to PwC’s Audit Committee Excellence Series, which focuses on leading practices on specific topics. NACD Directorship magazine in 2015 named her for the ninth consecutive year as one of the 100 most influential people in corporate governance in the United States. She also speaks frequently at director conferences.

Catherine is a Certified Public Accountant (licensed in New Jersey) and a Chartered Professional Accountant, CPA, CA (from Canada). She holds a Master of Accounting degree from the University of Waterloo in Canada.


Named by Accounting Today as one of the “top 100 most influential people in accounting,” Michael R. Young is a litigation partner at New York’s Willkie Farr & Gallagher LLP  where he chairs the firm’s securities litigation practice.

His practice concentrates on the representation of companies, audit committees, officers, directors, accounting firms, and investment banks in United States and international securities class actions, SEC proceedings, and special committee investigations.  His trial work includes the landmark jury verdict for the defense in the first class action tried to a jury pursuant to the Private Securities Litigation Reform Act of 1995.  He has served as a member of FASB’s Financial Accounting Standards Advisory Council, as chair of the New York City Bar Association’s Financial Reporting Committee, and as counsel to the American Institute of Certified Public Accountants and the Center for Audit Quality.

A prolific author on the subjects of financial reporting, audit committee effectiveness and the role and responsibilities of the independent auditor, Mr. Young’s books include The Financial Reporting Handbook (Wolters Kluwer 2003), Accounting Irregularities and Financial Fraud (Harcourt 2000) and, most recently, Financial Fraud Prevention and Detection:  Governance and Effective Practices (Wiley 2014).  Mr. Young is a much sought speaker and commentator on financial reporting issues, and has been regularly quoted in such publications as The Wall Street Journal, The New York Times, Fortune, Forbes, USA Today, The Washington Post, and The National Law Journal.  He has also appeared as an invited guest on Fox Business News, CNBC, MSNBC, CNN, and BNN (Canada).

Mr. Young is a graduate of Allegheny College and the Duke University School of Law, where he was Research and Managing Editor of the Duke Law Journal.


Frank R. Jimenez is vice president and general counsel of Raytheon Company (NYSE: RTN). He is a member of Raytheon’s senior leadership team and participates in the operational management and strategic planning of the company. Raytheon Company, with 2014 sales of $23 billion and 61,000 employees worldwide, is a technology and innovation leader specializing in defense, security and civil markets throughout the world. Raytheon is headquartered in Waltham, Mass.

Jimenez provides leadership for the company’s legal and regulatory affairs, ethics and compliance programs, and corporate governance activities. He is also responsible for corporate staff activities in the areas of real estate, risk management, and safety and environmental quality. Jimenez has served in a variety of senior executive, leadership and legal positions in both government service and in the private sector.

Prior to joining Raytheon, Jimenez served as general counsel, secretary and managing director, Corporate Affairs of Bunge Limited, a Fortune Global 200 agribusiness and food company with 35,000 employees and $60 billion in 2013 revenues. Prior to Bunge Limited, Jimenez served as senior vice president, general counsel and corporate secretary of Xylem Inc., an S&P 500 water technology spin-off from ITT Corporation. Jimenez joined ITT in 2009 as vice president and general counsel, responsible for the legal, regulatory and governance aspects of the company, including its separation in 2011 into two new public companies, Xylem and defense technology company Exelis Inc.

In prior public service, Jimenez served as the 21st General Counsel of the Navy, one of seven Senate-confirmed Pentagon civilians of four-star equivalent rank overseeing the U.S. Navy and Marine Corps. In this role, Jimenez led a global office of nearly 850 staff as chief legal and ethics officer, and advised senior Navy and Marine Corps officials on litigation, acquisition, contractual, fiscal, environmental, property, personnel, legislative, ethics and intelligence law issues.

Jimenez also served in the Office of the Secretary of Defense (OSD) as the deputy general counsel (legal counsel) for the U.S. Department of Defense (DoD), working with the White House Counsel’s Office, Department of Justice and other agencies as the Defense Department’s senior attorney in charge of litigation. Jimenez advised senior DoD officials on a wide variety of legal questions and supervised the Office of Legislative Counsel and the Defense Office of Hearings and Appeals. Prior to his service in OSD, Jimenez was the principal deputy general counsel for the Department of the Navy.

Before his 2004 arrival at the Pentagon, Jimenez served as the chief of staff at the U.S. Department of Housing and Urban Development (HUD). As chief of staff, he assisted Secretary Mel Martinez in managing more than 9,000 employees and an annual budget surpassing $30 billion. Prior to that, Jimenez served nearly four years in the executive office of Florida Governor Jeb Bush, holding posts as deputy chief of staff and acting general counsel.

Before his time in government, Jimenez was a Miami litigation partner at Steel Hector & Davis LLP (now Squire Patton Boggs). He began his career in California as a lawclerk for Judge Pamela Ann Rymer of the U.S. Court of Appeals for the Ninth Circuit.

Jimenez graduated from the University of Miami and the Yale Law School, where he edited the Yale Law Journal and won moot court prizes for best oral argument and brief. He also holds an MBA from the University of Pennsylvania’s Wharton School and a master’s degree in national security and strategic studies from the U.S. Naval War College.


Joan Amble is a retired executive vice president and principal accounting officer for the American Express Co. Amble serves on the board and chairs the audit committee for both Sirius XM Satellite Radio and Brown-Forman. She also serves on board of Booz Allen Hamilton and the inaugural board of advisors for UCLA Health Services. She is an avid proponent of helping women in business develop professionally and advance in the workplace, and is a co-founder and chairman emeritus of W.O.M.E.N. In America, a women's leadership organization.


Mark Kronforst is the Chief Accountant in the Division of Corporation Finance at the U.S. Securities and Exchange Commission. Mark’s previous roles in the Division include Associate Director – Disclosure Operations and Deputy Chief Accountant. Before joining the Division in 2004, Mark worked for a large SEC registrant as the Director of Financial Reporting and as an audit senior manager in KPMG’s San Jose and Minneapolis offices.


Mr. Nicolaisen currently serves on the Board of Directors of Morgan Stanley, MGIC Investment Corporation, Verizon Communications Inc. and Zurich Insurance Group.  Mr. Nicolaisen also serves in a variety of advisory capacities to other  companies.  At the request of Henry M. Paulson, Jr., in 2008 Mr. Nicolaisen co-chaired the US Treasury Advisory Committee on the Audit Profession.  In 2009, Mr. Nicolaisen was inducted into the Hall of Fame of the Financial Executives Institute. Mr. Nicolaisen serves on the Board of Advisors for the University of Southern California, Leventhal School of Accounting. 

From September 2003 to November 2005, Mr. Nicolaisen was the Chief Accountant, US Securities and Exchange Commission.  Prior to joining the SEC, Mr. Nicolaisen was a senior partner at PricewaterhouseCoopers (PwC).