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Audit Committees and Financial Reporting 2016: Recent Developments and Current Issues


Speaker(s): Antonio Yanez, Jr., Catherine L. Bromilow, J. Michael Cook, James L. Kroeker, Jay D. Hanson, Joel M. Cohen, John F. Olson, Joseph B. Ucuzoglu, Linda L. Griggs, Mary K. Bush, Michael J. Gallagher, Peter J. Beshar, Wesley R. Bricker
Recorded on: Jun. 21, 2016
PLI Program #: 149732

Antonio Yanez, Jr. is a partner in the Litigation Department and Vice-Chair of the Securities Litigation Practice Group of Willkie Farr & Gallagher LLP.  He concentrates on securities and financial reporting matters, mergers and acquisitions litigation, and arbitration.

Mr. Yanez’s practice includes representation of issuers, accounting firms, private equity firms, and others in securities class actions, M&A cases, SEC proceedings, and other litigation and regulatory matters.  He has extensive experience conducting internal and independent investigations of financial reporting, accounting, and related issues.  He also has experience in deal-related and commercial arbitration.

Mr. Yanez has particular experience in matters with an international dimension, having handled matters in North America, South America, Europe, and Asia.  He speaks fluent Spanish.

Mr. Yanez is ranked among the leading individuals practicing in the area of Litigation: Securities in New York by Chambers USA (2010-2018).


Catherine Bromilow is a partner in PwC’s Governance Insights Center, which strives to strengthen the connection between directors, executive teams and investors by helping them navigate the evolving governance landscape.

With more than 20 years of experience at PwC, Catherine has focused solely on corporate governance.

Catherine has authored and contributed to many PwC governance publications, including the Risk Oversight Series, Going public? What you need to know about corporate governance and Director-shareholder engagement: getting it right. NACD Directorship magazine in 2019 named her for the thirteenth consecutive year as one of the 100 most influential people in corporate governance in the United States.

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. While Catherine lives in New Jersey, she frequently travels and has met with board directors in over a dozen other countries, ranging from Brazil to Japan to South Africa.


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 frequently led legal teams conducting internal investigations for boards of directors and board committees.   

Mr. Olson is recognized as one of the nation's foremost authorities on securities, corporate governance and mergers and acquisitions law. He led the Federal Regulation of Securities and Corporate Governance Committees of the ABA Business Law Section and is a longtime member of and advisor to the Section’s Corporate Laws Committee.  He has been ranked annually as one of the top securities regulation attorneys in the country by Chambers USA, as one of the top lawyers in corporate governance by Who’s Who Legal, and has been named by the International Financial Law Review as a Leading Lawyer in U.S. Mergers & Acquisitions.  In 2013 he was elected to the NACD Directorship Corporate Governance Hall of Fame.  He was the founding Chair of the American College of Governance Counsel.

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 where he teaches organizational governance and securities law courses.


Linda L. Griggs’s practice focuses on securities regulation and corporate law matters. In addition, she assists on internal investigations and SEC enforcement and litigation matters that involve financial reporting and accounting 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) ended 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 as a partner of Morgan Lewis as of September 30, 2016 and practices as a senior counsel of the firm.

Awards and Affiliations

  • Ranked, Securities: Regulation: Advisory, Nationwide, Chambers USA (2013–2018)
  • Recommended, Capital Markets: Debt Offerings, Equity Offerings, The Legal 500 US (2014–2016)
  • Top Woman Lawyer, Best Lawyers (2016–2017)
  • Recognized, Corporate Compliance Law, Washington, DC; Corporate Governance Law, Washington, DC; Securities/Capital Markets Law, Washington, DC; Securities Regulation, Washington, DC, The Best Lawyers in America (2016–2019)
  • Recognized, Who’s Who Legal (2018)
  • Member, Financial Accounting Standards Advisory Council (10/2013 to 12/2016)
  • 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


Mary K. Bush is internationally recognized for her expertise in international finance, banking, and corporate governance. She has served three U.S. Presidents in Presidential/political appointments and has held senior executive positions in private sector institutions. Innovations in corporate and sovereign finance have been hallmarks of Ms. Bush’s career in the private and public sectors where she developed cutting-edge transactions and business strategies that helped transform markets globally. Her achievements include leading the creation of new methods of financing for Fortune 500 companies and developing new funding structures at the IMF and World Bank for Emerging Market countries that agreed to free-market, business friendly reforms. Ms. Bush served as Chairman of a Presidential Commission, The HELP Commission, on transforming the nearly $30 billion of US foreign aid to be more supportive of investment in human capital and entrepreneurship. She was also appointed by the Secretary of the US Treasury Department to the US Treasury Advisory Committee on the Auditing Profession. With Ms. Bush’s global business acumen and extensive experience with government leaders worldwide, she brings a highly valued strategic perspective to her work on corporate boards. In 2012, she was selected as one of the NACD 100 top directors in the nation.

Since 1991, Ms. Bush has been Chairman of Bush International, LLC, a firm that advises governments on strengthening banking systems and capital markets and on strategies to support free enterprise.  The firm also advises corporate clients on financing and market development strategies. From 1994 to 1997, she also hosted “Markets and Technology,” a nationwide cable television program on global business and economic matters.  She is a frequent speaker on business and financial issues and has periodically been a guest commentator on financial market matters on PBS’s NewsHour with Jim Lehrer, CNN, CSPAN, Fox News Channel 8 and America’s Voice Network.

From 1989 to 1991, Ms. Bush was Managing Director (Chief Operating Officer) of the Federal Housing Finance Board - the oversight body for the nation’s twelve Federal Home Loan Banks (FHLB’s). Ms. Bush provided leadership on several challenges faced by the FHLB’s as the primary source of funding for the Savings & Loan industry. Her accomplishments included strengthening portfolio risk analysis and oversight, creating an affordable housing program, and developing a dividend policy to balance the FHLB’s stability with S & L cash needs. She also oversaw the monthly $1 billion capital market funding.

Prior to the Federal Housing Finance Board, Ms. Bush was the senior executive (Vice President, International Finance) at Fannie Mae for international financial market matters. Among her successes were major new institutional investors (including Central Banks) in Asia and Europe for Fannie Mae securities and the first mutual fund of Fannie Mae mortgage-backed securities (a $500 million transaction).

Ms. Bush was appointed by President Reagan, and confirmed by the Senate, in 1982 and in 1984 as United States Alternate Executive Director of the International Monetary Fund (IMF) Board. She led the creation of the Structural Adjustment Facility through which the IMF/World Bank lent several billion dollars to developing countries. During the 1980’s debt crisis, she led the reform of IMF accounting practices to incorporate GAAP in accounting for past due loans.

In 1982 and 1983, Ms. Bush was Executive Assistant to the Deputy Secretary of the US Treasury Department.  She worked with top management of the Treasury on sovereign debt problems and economic and banking issues.  In the 1970’s, she was with New York City banks - Bankers Trust, Citibank and Chase Manhattan. Of note was the first Private Placement by a commercial bank for a Fortune 500 acquisition financing.

Boards include Discover Financial Services, Marriott International, ManTech International and T. Rowe Price Group. Board committee service and/or Chairmanships: Audit, Finance, Compensation, Nominating and Governance and Pensions and Investments. Former Boards include The Pioneer Family of Mutual Funds, Texaco, RJ Reynolds, United Airlines, MGIC and Briggs & Stratton. Ms. Bush also serves on the US Advisory Board of the Global Leadership Foundation and is a member of the Kennedy Center Community Advisory Board.  She holds an M.B.A. from the University of Chicago and a B.A., Phi Beta Kappa, Magna Cum Laude, from Fisk University. She was born in Birmingham, Alabama and resides in Chevy Chase, Maryland.


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.


James L. Kroeker was appointed a member and vice chairman of the Financial Accounting Standards Board (FASB) on September 1, 2013. In the latter role, he assists the FASB chairman in representing the Board to external stakeholders and in conducting its internal operations, in addition to serving as a voting member of the Board.

Mr. Kroeker joins the FASB from Deloitte, where he served as the Deputy Managing Partner for Professional Practice. Prior to joining Deloitte in January 2013, he served as the Chief Accountant of the Securities and Exchange Commission from January 2009 until his departure in 2012. In this capacity, Jim served as the senior accounting professional for the Commission and the principal advisor to the Commission on all accounting and auditing matters. In his capacity at the SEC, he was responsible for resolution of a wide range of globally significant accounting and auditing issues.

Since joining the Commission in February 2007, Jim played a key role in efforts to improve the transparency and reduce the complexity of financial disclosure. He served as staff director of the SEC's Congressionally-mandated study of fair value accounting standards, and he has led the efforts of the Office of the Chief Accountant to address the economic crisis, including steps to improve off-balance sheet accounting guidelines. Jim also served as the Designated Federal Officer responsible for the staff oversight of the SEC's Advisory Committee on Improvements to Financial Reporting. He also was responsible for the day-to-day operations of the office, including resolution of accounting and auditing practice issues, rulemaking, and oversight of the FASB and PCAOB.

Prior to joining the SEC, Jim was a partner at Deloitte in the firm's Professional Practice Network and was responsible for providing consultation and support regarding the implementation, application, communication and development of accounting standards, including disclosure and reporting matters. Jim was Deloitte & Touche's representative on the AICPA Accounting Standards Executive Committee (AcSEC). He also served as a Practice Fellow at the Financial Accounting Standards Board.

Jim received a Bachelor of Science degree with an emphasis in accounting from the University of Nebraska in May 1992.


Joe Ucuzoglu is the chairman and chief executive officer of Deloitte & Touche LLP. As the leader of the US Audit & Assurance practice, Joe is responsible for overseeing all aspects of the organization including execution of our quality, innovation, growth, and talent strategies. He maintains significant audit client responsibilities, serving as the advisory partner for selected client engagements, and is a frequent speaker on issues impacting the audit profession and regulatory landscape. Joe also serves on Deloitte’s Global Board of Directors.

Recognized as a leader in the public accounting profession’s drive to continuously improve audit quality, Deloitte’s public company audit clients in the US total over $7 trillion in market capitalization and include 23 percent of Fortune 1000 companies.

Previously, Joe was Deloitte’s national managing partner for government, regulatory, and professional matters. In this role, he was responsible for Deloitte’s interactions with regulators and elected officials as well as overseeing the government affairs, public policy, independence, and ethics functions.

Prior to rejoining Deloitte, Joe served as senior advisor to the chief accountant at the Securities and Exchange Commission (SEC), advising on complex accounting, auditing, and public policy matters, and interacting frequently with other governmental agencies and Congress.

Joe is a graduate of the University of Southern California (USC). He serves on the board of directors of the US Chamber of Commerce, the board of trustees of the SEC Historical Society, and the executive committee of USC’s SEC Financial Reporting Institute. He is a member of the Committee on Capital Markets Regulation, an independent research organization dedicated to enhancing the competitiveness of US capital markets and ensuring stability of the US financial system, and is active in the Center for Audit Quality, an autonomous group devoted to fostering high-quality performance by public company auditors.


Joel M. Cohen, a trial lawyer and former federal prosecutor, is Co-Chair of Gibson Dunn’s White Collar Defense and Investigations Group, and a member of its Securities Litigation, Class Actions and Antitrust Practice Groups. Mr. Cohen has been lead or co-lead counsel in 24 civil and criminal trials in federal and state courts. Mr. Cohen is equally comfortable leading confidential investigations, managing crises or advocating in court. Mr. Cohen’s experience includes all aspects of FCPA/anticorruption issues, insider trading, cross-border tax issues, securities and financial institution litigation, class actions, sanctions, money laundering and asset recovery, with a particular focus on international disputes and discovery.

Mr. Cohen was the prosecutor of Jordan Belfort and Stratton Oakmont, which is the focus of “The Wolf of Wall Street” film by Martin Scorsese. He was an advisor to the OECD in connection with the effort to prohibit corruption in international transactions and was the first Department of Justice legal liaison advisor to the French Ministry of Justice. Mr. Cohen is rated in Chambers, where practitioners and clients have noted that he has “incredibly strong substantive depth melded with a risk-based practicality,” “strong trial skills and handling of large-scale investigations,” and praised his ability to “handle very intense, complex matters with regulatory authorities and really just deliver great results.” Mr. Cohen has been repeatedly named a leading white collar criminal defense attorney by The Best Lawyers in America©, a “Litigation Star” national Top 100 Trial Lawyer by Benchmark Litigation, an “MVP” by Law360, one of the world’s leading practitioners in White Collar Crime in Euromoney’s Expert Guides – White Collar Crime, a “Super Lawyer” in Criminal Litigation, and his work is noted by Legal 500 in the areas of white collar criminal defense and securities litigation. In addition, The American Lawyer named Mr. Cohen as one of its Litigators of the Week after winning a jury defense verdict in an insider trading case on behalf of Nelson Obus, general partner of Wynnefield Capital.

Mr. Cohen was featured in The American Lawyer’s 2016 award of “White Collar/Regulatory Law Firm of the Year” to Gibson Dunn for his Obus trial victory. Noting that his client was “in awe” of his trial and cross examination skills, The American Lawyer linked the trial victory with the SEC’s decision days after the defense verdict to avoid jury trials and seek administrative actions in the future.


Wes is the Chief Accountant for the U.S. Securities and Exchange Commission.  In the role, he serves as the principal advisor to the SEC on accounting and auditing matters.  He consults with registrants, auditors and other industry representatives, and is responsible for the oversight of the Financial Accounting Standards Board (FASB) and the Public Company Accounting Oversight Board (PCAOB), among the other duties of the Chief Accountant.

He joined the SEC from PricewaterhouseCoopers LLP, where he was a partner responsible for clients in the banking, capital markets, financial technology, and investment management sectors. 

Earlier, he served as a professional accounting fellow in Office of the Chief Accountant and prior to that held various audit and professional practice positions at PwC, including in the firm’s national office during the global financial crisis advising on complex financial accounting matters.   

Mr. Bricker is trained as an accountant and lawyer with degrees from Elizabethtown College and the American University Washington College of Law. He is licensed to practice as a certified public accountant in Virginia, Pennsylvania, and New Jersey and as an attorney in New York. 


As Vice Chairman, Stakeholders & Client Service, Mike is responsible for overseeing PwC’s Government, Regulatory Affairs & Public Policy Office. In this role, Mike engages with a broad range of regulators, government agencies, legislative bodies, and non-government organizations important to PwC and its clients.

Mike has more than 30 years of professional experience with PwC.

Prior to his appointment as a Vice Chairman, he was the firm's Managing Partner, Assurance Quality where he led 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. In this role he was also responsible for PwC's Assurance Learning & Development, Regulatory Relations, and Inspections groups.

Prior to his appointment as a Managing Partner, Mike held other National Office leadership positions including: U.S. National Office Leader; 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 U.S. Board of Partners and Principals, including the Finance, Governance, and Clients and Strategy committees.

From 2010-2016 Mike served as member of the Public Company Accounting Oversight Board's (PCAOB) Standing Advisory Group (SAG). He also served on The Center for Audit Quality's (CAQ) Professional Practice Executive Committee (PPEC) which he chaired from 2011-2016. Mike is a frequent speaker at profession related events and is a member of the AICPA and PICPA.