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Audit Committees and Financial Reporting 2018: Recent Developments and Current Issues

Speaker(s): Antonio Yanez, Jr., Avi Weitzman, Brian T. Croteau, Catherine L. Bromilow, Elizabeth Paul, James G. Kaiser, James L. Kroeker, John F. Olson, Joseph B. Ucuzoglu, Karen R. Osar, Linda L. Griggs, Michael R. Young, Nina Henderson, Sagar S. Teotia
Recorded on: Jun. 11, 2018
PLI Program #: 220354

Antonio Yanez, Jr. is a partner in the Litigation Department and Vice-Chair of the Securities Litigation Practice Group. He concentrates on securities and financial reporting matters, complex commercial litigation, and arbitration.

Tony’s practice includes representation of issuers, accounting firms, private equity firms, and others in securities class actions, 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, as well as bankruptcy litigation.

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

Tony is ranked among the leading individuals practicing in the area of Litigation: Securities in New York by Chambers USA (2010-2019).

Brian Croteau is a Partner in the National Quality Organization of PricewaterhouseCoopers LLP’s (PwC) Assurance Practice. Prior to rejoining the Firm in 2017, he served for over six years as the Deputy Chief Accountant of the Professional Practice Group within the Office of the Chief Accountant (OCA) at the U.S. Securities and Exchange Commission (SEC) in Washington, DC. Brian has also previously served as a Senior Associate Chief Accountant in OCA from 2004 to 2007.

In his current role within PwC’s Auditing Services, Methodology and Tools group, Brian assists in leading and supporting the Firm’s national office efforts focused on audit quality. In his roles since joining the Firm in 1993, he has managed the audits of public and private companies, performed consultations with engagement teams on complex and judgmental auditing and internal control matters, and supported quality initiatives, including development and implementation of Firm audit policy and guidance. He also has participated in various Firm audit training initiatives and had active roles in the Firm’s input to PCAOB, AICPA, and IAASB audit standard-setting activities. Additionally, he has been active on numerous task forces of the AICPA and the Center for Audit Quality.

In his work at the SEC, Brian played a key role in the Commission’s oversight of the activities of the Public Company Accounting Oversight Board (PCAOB), managed the resolution of auditor independence issues and ethical matters, and monitored audit and independence standard setting internationally. He also provided advice and developed positions on issues related to performance of audits, including auditor independence, and management and auditor assessments of internal control over financial reporting that were referred to the OCA due to their complexity or policy implications.

Brian is a Certified Public Accountant and he is a member of the AICPA. Brian earned his B.B.A. in accounting from the University of Massachusetts at Amherst. He was named 2007 accounting alumnus of the year of the UMass-Amherst Isenberg School of Management.

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.

James G. Kaiser was appointed a Board Member of the Public Company Accounting Oversight Board by the Securities and Exchange Commission in December 2017, and sworn in on March 1, 2018.

Board Member Kaiser, a certified public accountant, joined the PCAOB after retiring from PricewaterhouseCoopers after 38 years, including 28 years as an audit partner.  From 2015 until retiring in in early 2018, he was a member of the PwC Global Assurance Executive Leadership Team that developed the firm’s global strategy for the audit and assurance business, including its global digital audit strategy, and led the transformation of PwC’s audit software platform.

Since 2014, he also served as the Global Assurance Methodology & Transformation Leader, where he led the firm's efforts to drive innovation in auditing and was responsible for its adherence to international auditing standards.  From 2011-2015, he served on PwC’s Board of Partners and Principals and the Clients, Governance, Risk, and Accounting Regulation committees.

Earlier, Board Member Kaiser was the lead audit partner for a number of large and complex global companies as well as emerging growth companies. He received a MBA from the Wharton School of the University of Pennsylvania and a B.S. from St. Joseph's University.

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.

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

Nina Henderson is a Director of CNO Financial Group (Bankers Life, Washington National, Colonial Penn insurance companies), (NYSE) Chair Compensation, member Audit, Risk and Investment Committees, Director of Hikma Pharmaceuticals PLC (LSE) Audit, Remuneration and Nomination/Governance Committees, Board Employee Engagement Lead, Director of IWG PLC (formerly Regus) (LSE) global worksite Provider, Chair Remuneration, member Audit and Governance Committees, Board Employee Engagement Lead.

She has served as a Director of AXA Financial Inc. and The Equitable Companies (NYSE) Audit, Investment and Finance/Risk Committees (15 years); Del Monte Foods Company (NYSE) Lead Director and Chair Nominating & Corporate Governance Committee (9 years), sold to KKR; Pactiv Corporation (NYSE), Audit Committee (10 years) sold to Reynolds Holdings; Royal Dutch Shell, PLC (LSE/NYSE) and its predecessor company The Shell Transport and Trading Co. PLC (LSE/NYSE) Audit, Remuneration, Corporate/Social Responsibility Committees (9 years); Hunt Corporation (NYSE) Audit and Compensation Committees (10 years), sold to Berwind and Walter Energy Inc. (NYSE) metallurgical coal for the global steel industry Audit and Health/Safety &  Environmental Committees (3 years), sold to Warrior Met Coal, LLC.

At Bestfoods ($9.4 billion) and its predecessor company CPC International (NYSE), she was one of fourteen (14) corporate officers as President and Corporate Vice President of Bestfoods Grocery $1.3 billion U. S. consumer business (Hellmann’s, Skippy, Mazola, Mueller's, etc.); Corporate Vice President Bestfoods Food Service Global Development $1.7 billion in Europe, Middle East, Asia, Latin America, North America; President and Corporate Vice President and of Bestfoods Specialty Markets Group in Canada, United States, Caribbean, Worldwide Exports food/non-food brands for North American General Market, Hispanics and Asian consumers. Prior to her general management positions, she held numerous executive marketing positions including Vice President Bestfoods Baking (direct store door delivery of fresh baked goods). Bestfoods was acquired by Unilever.

Nina is Vice Chair, Board of Trustees Drexel University, including the Drexel College of Medicine, Chair of the Academic Affairs Committee, and a member of Executive and Finance Committees; a Director of Visiting Nurse Service of New York Finance and Strategic Committees, a Director of the Foreign Policy Association and President of the Kent Land Trust Foundation.

She is a graduate of Drexel University, B.S. with honors. She received the A.J. Paul Drexel Distinguished Alumni Award and is a member of the Drexel 100.

As a global General Manager and Board Director of complex multi-national corporations, her expertise includes operational management of North American and International businesses, strategy development and execution, brand marketing, mergers/acquisitions/joint ventures and corporate governance. Industry experience spans consumer products (food and non-foods), energy (oil, natural gas, bio-fuels, wind, solar, tar sands mining, chemicals) and metallurgical coal mining for the steel industry, financial services (insurance, mutual funds), business services and health care (pharmaceuticals, health insurance, home care, clinical practice, and physician education).

She speaks frequently on business strategy, globalization, higher education and corporate governance for McKinsey, Rand Corporation, NACD, KPMG, Deloitte, PWC, Conference Board, Practicing Law Institute, NYSE/Euronext and Bogazigi (Bosphorus) University (Istanbul).

Sagar Teotia is currently the Chief Accountant for the U.S. Securities and Exchange Commission (SEC).  In this role, Mr. Teotia leads the dedicated staff in the Commission’s Office of the Chief Accountant.   Mr. Teotia also serves as the principal advisor to the SEC on accounting and auditing matters.  Additionally, Mr. Teotia consults with registrants, auditors, and other industry representatives, and is responsible for assisting the Commission with discharging its oversight of the Financial Accounting Standards Board (FASB) and the Public Company Accounting Oversight Board (PCAOB). 

Prior to joining the SEC, Mr. Teotia was a Partner at Deloitte in the National Office, where he frequently consulted on accounting issues in a number of areas including financial instruments, business combinations, and compensation matters.

Earlier, Mr. Teotia served as a professional accounting fellow in the Office of the Chief Accountant where his responsibilities included providing conclusions on complex accounting issues and actively monitoring current standard setting projects.

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

Beth is a Deputy Chief Accountant leading the Business Combination Team in PwC’s Accounting Services Group. She is responsible for a team of consultants that specialize in business combinations and related areas such as intangibles, consolidations, disposals, impairments and segment reporting.

Prior to this role, she was the Strategic Thought Leader in PwC’s Accounting Services Group in the National office. 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 that, 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 28 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.

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 R. Osar is on the board of Webster Financial Corp., Innophos, Inc. and Webster Bank, NA. She previously held the position of Chief Financial Officer of Westvaco Corp., Chief Financial Officer of Crompton Corp., Chief Financial Officer & Senior Vice President for MeadWestvaco Corp., Chief Financial Officer & Executive Vice President of LANXESS Solutions US, Inc., Chief Financial Officer & Executive Vice President at Chemtura Corp., Managing Director-Investment Banking at J.P. Morgan & Co. Ltd. and Treasurer & Vice President at Tenneco, Inc.

She received an undergraduate degree from Smith College and an MBA from Columbia University.

Avi Weitzman is of counsel in Gibson Dunn’s New York office. He is an experienced trial and appellate attorney, and is a member of the Firm’s Litigation, White Collar Defense and Investigations, Crisis Management, Securities Enforcement, Securities Litigation, Intellectual Property, and Media, Entertainment and Technology Practice Groups.

Mr. Weitzman is a nationally-recognized trial lawyer, litigator, and white collar defense attorney. In 2013, Mr. Weitzman was named one of five “Rising Stars” in the United States under the age of 40 in White Collar by Law360, an annual list that honors attorneys whose legal accomplishments belie their age. Prior to joining Gibson Dunn, from 2005 to 2012, Mr. Weitzman served as an Assistant United States Attorney in the Southern District of New York, where he tried twelve federal criminal jury trials to verdict, and briefed and argued numerous federal appeals before the Second Circuit. As a member of the Securities and Commodities Fraud Task Force, Mr. Weitzman was part of the team of prosecutors leading the government’s “Operation Perfect Hedge” insider trading investigation, which resulted in several high profile insider trading cases against hedge funds and portfolio managers at those funds. Among others, Mr. Weitzman was part of the team that litigated United States v. Raj Rajaratnam and successfully defended the government’s use of wiretaps in that case, for which he received the Attorney General’s Distinguished Service Award. Mr. Weitzman also was co-lead counsel in the first insider trading trial arising out of the government’s investigation of expert networking firms, United States v. Winifred Jiau.

In addition, as a federal prosecutor, Mr. Weitzman investigated and prosecuted a wide range of federal securities fraud offenses, and coordinated parallel civil proceedings with the Securities and Exchange Commission. He also gained significant experience in international investigations as a member of the Organized Crime Unit, leading numerous large, complex racketeering investigations and prosecutions involving international organized crime, as well as Italian, Albanian and Asian criminal enterprises in the United States. Mr. Weitzman’s international investigations resulted in the historic extradition of more than 20 individuals from Israel for their involvement in international telemarketing fraud, the largest-ever extradition from Israel, as well as the extradition and conviction of the Chief Aide to the Albanian Deputy Prime Minister for murder, kidnapping and racketeering offenses in the United States.

Since returning to private practice, Mr. Weitzman has been involved in a number of headline-grabbing, multi-billion-dollar trials. Mr. Weitzman is currently a member of the trial team representing Chevron Corporation in a federal RICO trial arising out of an $18 billion dollar environmental remediation judgment in Ecuador that has been marred by rampant fraud by the plaintiffs’ attorneys and others. In the Fall of 2012, Mr. Weitzman was a member of trial team that obtained a mid-trial settlement, valued at well over $1 billion, in a breach of contract case brought by VOOM HD Holdings, a high-definition television subsidiary of Cablevision Systems Corporation, against DISH Network.

Mr. Weitzman received his Juris Doctor degree from Harvard Law School in 1999, where he was a Senior Editor of the Harvard Civil Rights-Civil Liberties Law Review and a member of the Board of Student Advisors. He also received his Bachelor of Arts degree in Political Science from the University of Kentucky in 1996. Following law school, Mr. Weitzman served as a law clerk for Justice Dalia Dorner of the Israeli Supreme Court, and then for Judge Shira A. Scheindlin of the U.S. District Court for the Southern District of New York.