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Preparing the 2014 Form SD (Conflict Minerals Disclosure)


Speaker(s): Beverly A. Wyckoff, Brian V. Breheny, Cary Klafter, Charles E. Harris, Jennifer Kraus, MPH, PhD, Jim Low, John Ruebush, Joseph A. Hall, Kristen B. Sullivan, Lawrence M. Heim, Lillian Brown, Stephen T. Starbuck
Recorded on: Apr. 30, 2014
PLI Program #: 56367

Beverly advises Dover Corporation operating companies on regulatory compliance matters, including trade compliance, cyber security, conflict minerals and government contracting.  Over the last year, she has been busy with Dover’s response to the new U.S. trade policies, including Section 232 and 301 tariffs, and preparing for Brexit.  She also oversees implementation of sanctions compliance programs across Dover’s global operating companies, and works with the companies on implementation and maintenance of key trade controls initiatives, like “know your customer” due diligence.  She provides support on geographic expansion activities, including acquisition of companies and establishing entities in new markets. 

Before joining Dover, Beverly was at Axiom Law, supporting clients on compliance programs, conflict minerals, cybersecurity, and import / export and ITAR programs. She also previously served as Vice President, General Counsel of FirstGroup America and Laidlaw Transit, the largest private transportations companies in North America, and was with Zenith Electronics Corporation, including five years as Vice President and General Counsel. She helped Zenith navigate its Chapter 11 bankruptcy and reestablish itself as a technology company through the development of an IP licensing program.  Prior to Zenith, Bev worked with a telecommunications start-up, and managed tax exempt financing with US and Japanese banks.

Bev is a graduate of Yale University and holds a law degree from the University of Miami (Florida) School of Law. She resides in Chicago with her husband and several bull terriers.   


Brian V. Breheny heads the firm’s SEC Reporting and Compliance practice.  He concentrates his practice in the areas of mergers and acquisitions, corporate governance, and general corporate and securities matters and advises numerous clients on a full range of SEC reporting, compliance and corporate governance matters, including advising clients on compliance with the provisions of the Dodd-Frank Act, the SEC’s tender offer rules and regulations and the federal proxy rules.

Prior to joining Skadden in 2010, Mr. Breheny held a number of leadership positions in the Division of Corporation Finance at the U.S. Securities and Exchange Commission. He began as chief of the SEC’s Office of Mergers and Acquisitions in July 2003, and in November 2007 he became deputy director, legal and regulatory policy. 

During his tenure at the SEC, Mr. Breheny assisted the commission with its consideration of significant rule amendments in a number of areas including shareholder director nominations, tender offers, beneficial ownership reporting, electronic delivery of proxy materials, electronic shareholder forums, short sale disclosure, and proxy voting and shareholder communications.

Mr. Breheny serves as a member of the board of directors of the Society for Corporate Governance and repeatedly has been recognized by the National Association of Corporate Directors as part of its Directorship 100.  He also has been selected for inclusion in Best Lawyers in America, The International Who’s Who of Corporate Governance Lawyers and Chambers USA: America’s Leading Lawyers for Business.


Cary Klafter is Vice President, Legal and Corporate Affairs, and Corporate Secretary at Intel Corporation, Santa Clara, California. Mr. Klafter is Director of the Corporate Legal Group, which is responsible for the company's corporate-level legal activities, including SEC matters, finance and treasury, mergers & acquisitions, venture investments, investor relations, Board of Directors and other corporate governance matters. Mr. Klafter also serves as a member of the company’s Ethics and Compliance Oversight Committee.

Mr. Klafter received a BA and an MS from Michigan State University in 1968 and 1971, respectively, and a JD degree from the University of Chicago Law School in 1972.

Before joining Intel in 1996, Mr. Klafter was a partner in the San Francisco office of the Morrison & Foerster law firm.

Mr. Klafter has been a director of the Society of Corporate Secretaries and Governance Professionals and chair of the Society’s Public Company Affairs Committee, and is a speaker at various legal and business programs. Mr. Klafter is a recipient of the Society’s Bracebridge H. Young Distinguished Service Award.

Intel (NASDAQ: INTC) is a world leader in computing innovation. The company designs and builds the essential technologies that serve as the foundation for the world’s computing devices. Additional information about Intel is available at www.intel.com/pressroom.


Charles E. Harris, CPA

Chuck Harris is a Partner at PricewaterhouseCoopers and is a Principal Contributor to the 2013 update of the Internal Control -- Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). His experience spans over 30 years serving clients in the aerospace and defense, manufacturing, consumer products, pharmaceutical, communications, and power generation industries. He has specialized in serving large multinational consumer products companies, innovative entrepreneurial operations, and companies registered with the Securities and Exchange Commission. He has extensive experience advising clients and reporting on the design and implementation of internal control environments, including addressing compliance aspects of Sarbanes-Oxley.

Chuck is currently assigned to the Auditing Services, Methods and Tools division of PwC's National Professional Services Group. Based in Florham Park, NJ, he is responsible for streamlining and developing practical auditing guidance, policies and training for the Firm's professionals as well as directly assisting engagement teams on effective and efficient audit strategies, evaluating internal controls, and other auditing and reporting matters. He has regular interactions with regulators and in the development of responses to proposed rules and standards affecting the audit practice. Chuck is PwC’s representative on the AICPA Conflict Mineral Task Force responsible for developing guidance related to performing independent private sector audits under the SEC Rule. Chuck is also the Firm's representative on the Assurance Services Executive Committee of the AICPA. He is consulted extensively on a wide variety of practice matters ranging from compliance with the SEC's XBRL rules to control deficiency evaluations in connection with systems of internal control over financial reporting.

Prior to his current role, Chuck was the regional leader of PwC's Risk Assurance practice in the New York Metro region. In this role, he managed a group of 250 partners and professionals who conducted financial audits and consulting engagements to advise clients on effective means of managing risks related to internal controls over business processes and information technology.

Chuck holds a Bachelor of Science degree from the United States Military Academy at West Point and a Master’s Degree in Business Administration from Austin Peay State University. He is a member of the American Institute of Certified Public Accountants and the State Society of CPAs in New York, New Jersey, and Pennsylvania. Prior to joining PwC, Chuck served as a Captain in the Finance Corps of the United States Army. He and his wife, Debi, live in Fair Haven, New Jersey. They have one son who is a CPA and a manager at PwC.


JAMES H. LOW, JR.
Partner
KPMG LLP, Minneapolis, MN

Background

James (Jim) is an Audit Partner in KPMG’s Financial Services Practice based in the Minneapolis and the New York office and has extensive industry experience serving large diversified financial services organizations.

Professional and Industry Experience

Jim has over 20 years experience serving the financial services industry, including commercial, international and investment banks, industrial conglomerates and securities dealers. He is currently leading up KPMG’s Financial Services Regulatory Center of Excellence focusing on the Dodd-Frank Consumer Protection and Welfare Reform Act including Conflict Minerals. Jim previously served a five year rotational assignment in KPMG’s US Accounting and Reporting Group based in the United Kingdom where he assisted on both US GAAP issues and IFRS conversion exercises. Jim also previously completed a two year rotational assignment to Zurich, Switzerland where he assisted on a US GAAP conversion project for a global financial institution.

During his career, Jim has served in the practice advisory group in KPMG’s Department of Professional Practice (DPP) with responsibilities providing technical and accounting assistance to the Financial Services Industry. The Practice Advisory Group within DPP was charged with providing technical support to approximately 110 operating offices and their clients in addressing and resolving complex accounting and situations and SEC related issues.

Technical Skills

Securitizations, financial instruments, consolidations, taxes, leasing and banking related issues, IFRS and US GAAP conversion projects and related issues.

Publications and Speaking Engagements

  • Australian Financial Review and Cayman Island Financial Time – Dodd-Frank
  • Tax watch - FDIC Receivership – Purchaser Issues and the Impact of the Dodd-Frank Act
  • NY Banking Conference - IFRS
  • AICPA Banking Conference – Loan Modifications
  • The Independent Bankers Association of NYS annual CFO conference
  • Frontiers in Finance - Planning for the future: Living Wills and Leading the Way…Profound Impacts of US Regulatory Reform
  • Dallas and Denver Real Estate Symposiums
  • Minneapolis, New York and New Jersey Audit Committee Roundtables
  • Various Dodd-Frank Community / Regional Bank Share forums around the U.S.
  • Various Dodd-Frank events in Australia (published in the Australia Financial Review), Canada, Cayman Islands, Japan, South Africa, and the UK.

Function and Specialization

Specializes in the Banking practice and government initiatives around Public Policy, specifically the Dodd-Frank Act

Representative Clients

  • TCF Financial, Inc
  • The General Electric Company, Inc.
  • Credit Suisse
  • Standard Chartered Bank Plc
  • CICC Securities
  • Bradesco Securities

Professional Associations

Member of the American Institute of Certified Public Accountants (AICPA)

Languages

English

Education, Licenses & Certifications

Tulane University - 1993 Bachelor of Science in Management, concentration in Accounting
Member of the Rhode Island Society of CPA’s
Member of New York State Society of CPA’s


Jennifer L. Kraus, MPH, PhD

Dr. Jennifer Kraus has over twenty-five years of experience providing multi-disciplinary strategic environmental, health, safety and sustainability services to customers in the U.S., Mexico, Canada, and Central & South America. She currently serves as Chief Scientific Officer and EVP of Operations for Source Intelligence, a San Diego-based technology company that specializes in providing supply chain compliance and sustainability solutions and offers a full service Conflict Minerals Compliance Solution. Since 1997, Dr. Kraus was President of Global Environmental Consulting Company (GECCo, Inc.), a small consulting practice based in San Diego, CA. Prior to GECCo, Dr. Kraus was an Associate with Dames & Moore, Environmental Manager for General Dynamics Electronics, and Safety Engineer with Litton Guidance and Control Systems. Dr. Kraus was appointed by the Clinton Administration to the Good Neighbor Environmental Board, a congressional advisory committee on environmental and infrastructure issues along the US-Mexico border. In addition, she served the Governor Schwarzenegger Administration on the San Diego Regional Water Quality Control Board. Dr. Kraus completed her doctoral studies in public health, epidemiology at the UCSD School of Medicine and the San Diego State University Graduate School of Public Health. She received her Master’s Degree in Public Health from UCLA and her Bachelor’s degree in Biology from Princeton University.


John C. Ruebush

John is a Supply Chain executive with over 20 years of experience in the Healthcare industry, including pharmaceuticals, medical devices, nutritionals, and consumer health segments. He is currently Director of Procurement Sustainability at Johnson & Johnson, where he leads supply chain transparency, supplier sustainability, and risk management teams, including the end-to-end Conflict Minerals compliance process.

Prior to his current position, John was a Category Leader in the Global Procurement group, a role that he helped design as part of J&J’s transformation to an enterprise-wide Category management structure. In this capacity, he worked across J&J operating companies to devise and execute procurement strategies for key components and raw materials that resulted in consistently high quality, value, and innovation from world-class suppliers, including a focus on a diverse supply base.

Prior to joining Johnson & Johnson, John held various leadership roles with Bristol-Myers Squibb in the areas of Procurement, Strategic Sourcing, technology transfer, and R&D.

John earned undergraduate degrees in Metallurgical Engineering and in Mathematics from Colorado School of Mines, his M.S. Metallurgy from the University of Utah, and his MBA from the Rutgers Executive Program.


Kristen B. Sullivan
Partner
Deloitte & Touche LLP

Kristen Sullivan leads Deloitte’s Sustainability Reporting, Assurance and Compliance services, working with clients to help address their sustainability disclosure needs. Kristen brings extensive experience in sustainability reporting and assurance, focused on social impact. Kristen leads Deloitte’s efforts in support of Social Impact Investing, specifically focused on Deloitte’s services in support of the Global Impact Investing Rating System (GIIRS).

Kristen also leads Deloitte’s Conflict Minerals Advisory and Assurance Services. She brings a specialized variety of insights to this regulatory reporting requirement from her previous area of focus on Regulatory & Public Policy Matters for Deloitte, recognizing the broader policy as well as the compliance implications of this issue from a corporate brand and reputation standpoint.

Kristen serves as a member of the Sustainability Accounting Standards Board (SASB) Assurance Advisory Council, the International Integrated Reporting Council (IIRC) Working Group, the Global Initiative for Sustainability Ratings (GISR) Technical Review Committee, the GRI US Focal Point Advisory Council, and serves as a member of the AICPA Conflict Minerals and Assurance Task Forces.

Kristen is a CPA and began her career with Deloitte in the Audit and Advisory services practice. She has also served in Deloitte’s National Office in several different capacities. In her role working with the deputy CEO of Deloitte LLP focusing on regulatory and public policy matters, Kristen co-authored an article published in the International Journal of Disclosure and Governance, How and why an independent audit matters.


Lawrence Heim, CPEA

Mr. Heim is a Director of Elm Sustainability Partners LLC and The Elm Consulting Group International, LLC, with more than 28 years of experience environmental and sustainability management, focusing on audit programs and risk assessments. He began working on conflict minerals issues in 2010 as one of the original three audit firms approved to conduct Conflict Free Smelter audits, completing the first tantalum smelter audits under that program.

Mr. Heim was the only representative of the EHS consulting/auditing sector selected by the US Securities and Exchange Commission (SEC) as an expert panelist in their 2011 Conflict Minerals Roundtable convened in developing the final regulation. He was selected by The Auditing Roundtable to lead the development of auditor guidance for use in applying GAO Performance Audit standards to audits of Conflict Minerals Reports. He is the firm’s lead on conflict minerals services, is the developer of the CMCheckPoint? tool and is currently assisting a range of industrial companies and retailers in assessing/developing their conflict minerals programs. Mr. Heim is a frequent contributor to the media on the subject of conflict minerals programs and auditing, and has made numerous public presentations across the country.


Lillian Brown is a partner in the Transactional and Securities Departments and a member of the Corporate Practice Group in WilmerHale's Washington, DC office. Ms. Brown joined the firm in 2013, after having worked at the Securities and Exchange Commission (SEC) in the Division of Corporation Finance since 1999. In her time at the SEC, among other roles, Ms. Brown served as Senior Special Counsel to the Director of the Division of Corporation Finance, working directly with three different Directors, and Special Counsel in the Office of Mergers and Acquisitions. Ms. Brown advises clients, including public companies and their boards, on federal securities law compliance and corporate governance matters. She has extensive experience in SEC reporting and disclosure requirements, shareholder proposal and proxy matters, the federal securities laws relevant to control-related transactions, proxy access and shareholder activism and engagement. Ms. Brown works with a diverse range of companies, from Fortune 500 to private companies, spanning multiple industries including financial services, technology, entertainment, consumer products, security, biotechnology and retail.

Professional Activities

Ms. Brown serves as Chair of the American Bar Association's Federal Regulation of Securities Committee Subcommittee on Proxy Statements and Business Combinations. She is also a member of the NASDAQ Hearings Panel and the Society of Corporate Secretaries and Governance Professionals, and is an Advisory Board member for the Securities Regulation Institute. Ms. Brown previously served as an elected member on the DC Bar's Corporation, Finance and Securities Law Steering Committee from 2014–2017.

Ms. Brown is a frequent speaker and author on corporate governance and SEC reporting and disclosure-related topics.

Community Involvement

Ms. Brown is Chair of the Capitol Hill Day School Board of Trustees.

 


Mr. Hall is a member of Davis Polk’s Corporate Department and head of the firm’s corporate governance practice. He works on the full range of capital markets transactions, and advises public companies and regulated entities on corporate governance and financial regulatory compliance. He is a frequent speaker on topics of corporate governance and SEC compliance.

Mr. Hall began his career at Davis Polk in 1989. Between 2003 and 2005 he served at the U.S. Securities and Exchange Commission, ultimately as Managing Executive for Policy under Chairman William H. Donaldson. As a member of Chairman Donaldson’s senior management team, Mr. Hall assisted in directing the Commission’s policy-making and enforcement activities.


Steve Starbuck
Partner, Americas CCaSS Leader
Charlotte, North Carolina

  • As the Americas CCaSS Leader, Steve oversees the development and implementation of climate change and sustainability competencies throughout the US, Canada and Latin America, extending to clients through the firm’s core services: assurance, advisory, tax and transaction advisory services.
  • Steve also leads our Conflict Mineral Services practice and is on the Firm’s Global Conflict Mineral Steering Committee. In his role, Steve oversees a team of professionals with competencies in sustainability, forensic technology, assurance and supply chain that assists our clients in complying with the complex disclosure rules associated with conflict minerals in their supply chains.
  • In his more than 30 years with Ernst & Young, Steve has held numerous leadership positions, including the Director of State and Local Tax for our National Tax Department. He has also held the position of Tax Managing Partner of Ernst & Young’s Ohio Valley and Carolinas areas. He spent his first 17 years with the firm in Columbus, Ohio, where he served multistate retail and manufacturing clients.
  • Steve is a member of the International Emissions Trading Association’s (IETA) US Working Group committee and helps manage the firm’s relationships with environmental organizations, such as The World Business Council of Sustainable Development, the Corporate EcoForum and the USGBC. 
  • Steve is a member of the Board of Directors of Envision Charlotte in Charlotte, North Carolina. Launched in 2010 at the Clinton Global Initiative, Envision Charlotte is a unique public-private collaboration that is leading Charlotte to become a global model for environmental sustainability and measureable results.
  • Steve received a BBA in Accounting from Eastern Kentucky University and a Master’s degree in Tax from Capital University Law School. He is a certified public accountant.