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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

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.


Cindy Fornelli is Executive Director of the Center for Audit Quality (CAQ), a position she has held since the CAQ was established in 2007. In 2018, Fornelli was honored for the 10th time by Directorship magazine as one of the 100 most influential people on corporate governance and in the boardroom. Accounting Today has named her one of the 100 most influential people in accounting for 11 consecutive years.

Fornelli serves on the Advisory Board of the Ira M. Millstein Center for Global Markets and Corporate Ownership, the Advisory Board of the John L. Weinberg Center for Corporate Governance at the University of Delaware, the Audit & Risk Oversight Committee Advisory Council of the National Association of Corporate Directors (NACD), the Disclosure and Transparency Committee of the International Corporate Governance Network, and the Markets Advisory Council of the Council of Institutional Investors. She previously served on the NACD's 2010 Blue Ribbon Commission on the Audit Committee and 2009 Blue Ribbon Commission on Risk Governance.

Prior to joining the CAQ, Fornelli was the Regulatory and Conflicts Management Executive at Bank of America and the Deputy Director of the U.S. Securities and Exchange Commission's Division of Investment Management. Fornelli is a graduate of Purdue University and received her JD at The George Washington University.


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 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


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.


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.


Joan Amble has held various positions specializing in financial services, banking and manufacturing.  Joan served as EVP / Principal Accounting Officer for American Express from 2004- 2011.  Prior to American Express, Joan worked for General Electric in varying capacities.  Joan has held positions at the Financial Accounting Standards Board where she specialized in pensions and financial instruments, and Ernst Young, where she served as a CPA (currently inactive).

Joan serves on the Boards of Sirius XM, Zurich Insurance Group, Booz Allen Hamilton and as an Independent Advisor to Societe Generale, N.A.

Ms. Amble completed a four year term on the Financial Accounting Standards Advisory Council and is currently serving the second of two three year terms on the Standing Advisory Group (SAG) to the PCAOB. 

She sits on the North East Audit Committee Network (alum status) and the Insurance Group Leadership Network of Tapestry; and the NACD Council of Audit Committee Chairs. She is a frequent speaker and panelist on Director Education forums on Board Governance and various Board and Audit committee matters. 

Ms. Amble was a member of two NACD Blue Ribbon Commissions established to define the Board’s Role in Overseeing Organizational Culture and the Board’s Role in Talent Management; the Reports were published in 2017 and 2015, respectively.

Joan, passionate about helping women develop professionally, also speaks at Women’s Forums and co-founded and is Chair Emeritus of W.O.M.E.N. In America (www.womeninamerica.org), a Leadership Program designed to enable high potential women in business achieve their maximum potential.


Mark is a partner in EY’s Assurance Professional Practice Group in Washington, DC where he specializes in matters pertaining to SEC rules and regulations related to financial reporting.  He provides advice on these matters to EY’s engagement teams and clients and is responsible for developing the firm’s technical publications and providing feedback to the SEC on rulemaking proposals.   

Mark joined EY in 2018 after serving 14 years on the staff of the SEC in the Division of Corporation Finance.  Mark was the Chief Accountant of the division from 2013 until his departure. Between 2010 and 2013, he served as an Associate Director supervising the division’s filing review program.  Mark spent the earlier part of his career with the SEC in various management and staff positions within the division’s Office of Chief Accountant and the filing review program. Before joining the SEC, Mark was the Director of Financial Reporting for a large public company and an audit senior manager at a global accounting firm.

Mark earned a Bachelor’s degree in Accounting from the University of Minnesota-Duluth. He is a Certified Public Accountant in the District of Columbia and Minnesota and is a member of the American Institute of Certified Public Accountants.


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.


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.


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).