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Audit Committees and Financial Reporting 2017: Recent Developments and Current Issues


Speaker(s): Catherine L. Bromilow, Debra Wong Yang, Elizabeth Paul, Jeanette M. Franzel, John F. Olson, Joseph B. Ucuzoglu, Karen R. Osar, Linda L. Griggs, Michael J. Gallagher, Michael R. Young, Sagar S. Teotia
Recorded on: Jun. 12, 2017
PLI Program #: 186564

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.


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.


Elizabeth Paul is the Business Combination Team Leader in PwC’s Accounting Consulting Group. She is responsible for a team of consultants that specialize in business combinations and related areas such as consolidations, disposals, impairments and segment reporting.

Prior to this role, she was the Strategic Thought Leader in PwC’s Accounting Consulting Group in the National Professional Services Group. In this role, she worked closely with firm leadership to determine PwC’s position on emerging trends in auditing, accounting, and financial reporting matters.

Prior to her Strategic Thought Leader role, Beth was a client service leader in SEC Services. She was responsible for advising clients and engagement teams regarding technical accounting and reporting matters related to SEC registered and exempt offerings in the US.

Beth has over 25 years of experience at the firm and holds a Bachelor of Business Administration from Pace University. She is a CPA, and is a member of the AICPA and New Jersey Society of Certified Public Accountants.


Jeanette M. Franzel served as Board Member of the Public Company Accounting Oversight Board (PCAOB) from 2012--2018.  PCAOB’s mission is to oversee the audits of public companies and brokers and dealers to protect investors and further the public interest.  As Board Member, Ms. Franzel provided strategic direction and review for all of PCAOB’s programs, including registration and inspections of CPA firms, enforcement, standard-setting, and research and analysis.

Ms. Franzel brought extensive audit experience to the PCAOB after a distinguished career at the U.S. Government Accountability Office (GAO).  She ended her tenure as Managing Director, overseeing all aspects of GAO’s financial audits of the U.S. federal government. From 2008 through 2011, Ms. Franzel’s team provided oversight of the U.S. government’s efforts to stabilize the financial markets and promote economic recovery. 

Ms. Franzel has testified before congressional committees numerous times on issues involving accountability, governance, and internal controls.  

For four years Ms. Franzel was named as one of the “Top 100 Most Influential People” by Accounting Today. She was also the recipient of GAO's Distinguished Service Award, the AICPA's Outstanding CPA in Government Award, and the Association of Government Accountants’ International Achievement Award.

Ms. Franzel holds the following professional certifications: CPA, CIA, CMA and CGFM.


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


Sagar S. Teotia is currently the Deputy Chief Accountant in the Office of the Chief Accountant (OCA) at the U.S. Securities and Exchange Commission (SEC).  In this role, Mr. Teotia leads the activities of the office’s accounting group which includes consulting with public companies and divisions and offices within the SEC on the application of accounting standards and financial disclosure requirements.   Mr. Teotia also serves as an advisor to the Commission on accounting matters while also working closely with private sector bodies such as the Financial Accounting Standards Board (FASB).

Prior to Mr. Teotia joining as Deputy Chief Accountant of the SEC, Mr. Teotia was a Partner at Deloitte in the National Office Accounting Consultation group (Accounting Consultation) in Chicago.  In his role in Accounting Consultation, he frequently consulted on accounting and reporting issues including matters related to financial instruments, business combinations, and compensation (stock based and pension).

Prior to joining Deloitte’s National Office in Chicago, Mr. Teotia was a professional accounting fellow (PAF) in OCA at the SEC.  Mr. Teotia’s responsibilities as a PAF included providing accounting conclusions on complicated technical accounting issues to SEC Registrants, actively monitoring and providing oversight comments to the FASB on current standard setting projects, and working on several special projects within OCA. 

Mr. Teotia received an accounting degree from the University of Illinois at Urbana-Champaign.  He is licensed to practice as a certified public accountant in Illinois. 


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.


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.


Karen Osar is a retired investment banker, Treasurer and CFO, who has almost continuously served as Audit Chair of U.S. publicly listed companies from 1999 to the present. A banker at the original J. P. Morgan from 1975 to 1994, she subsequently served as Treasurer of Tenneco, then a $12 Billion industrial conglomerate, and then as CFO of Westvaco, MeadWestvaco (now Westrock) and Chemtura, a specialty chemical producer.  From 1999 to 2005 she chaired the Audit and Finance Committee of Allergan Inc .(a specialty pharmaceutical company), the BNY Hamilton Funds (a mutual fund family advised by the Bank of New York) from 199 until 2003, Encore Medical from 2003 until its sale in 2005, from 2007 until 2016 at Innophos Holdings Inc, a specialty chemical producer, and where she continues as a director and member of the Audit and Nominating and Go ernance Committees,  and from 2011 to the present of Webster Financial Corporation, a holding company for a $25 billion regional bank, where she also serves on the Risk Committee and on the Executive Committee. She also currently serves as a non executive director, member of the Audit Committee, and chair of the North American Audit Committee of Sappi Ltd.  Sappi, headquartered in Johannesburg, South Africa, is one of the world's largest  producers of printing papers and chemical cellulose and has substantial operations in South Africa, Europe and the U.S.


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.