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Audit Committees and Financial Reporting 2015: Recent Developments and Current Issues


Speaker(s): Catherine L. Bromilow, Debra Wong Yang, Donald T. Nicolaisen, Glen Davison, J. Michael Cook, James L. Kroeker, Jay D. Hanson, John F. Olson, Joseph B. Ucuzoglu, Linda L. Griggs, Mark Kronforst, Mary K. Bush, Michael R. Young
Recorded on: Jun. 23, 2015
PLI Program #: 57494

Linda L. Griggs's practice focuses on securities regulation and corporate law 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) ends 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 from Morgan Lewis as of September 30, 2016 after more than 30 years with the firm.

AWARDS AND AFFILIATIONS

Recognized in Who's Who Lega/(2016)

Listed, Chambers USA: America's Leading Lawyers for Business (2013-2015)

Noted in The Legal 500 for Capital Markets: Debt Offerings, Equity Offerings (2014-2016)

Listed, "Women Lawyers of the Year" by The Best Lawyers in America (2016)

Listed, The Best Lawyers in America (2016-2017)

Member, Financial Accounting Standards Advisory Council

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

ADMISSIONS

  • District of Columbia

EDUCATION

  • Smith College, 1971, B.A.
  • University of Cincinnati College of Law, 1974, J.D.

SECTORS

  • Life Sciences
  • Financial Services

SERVICES

  • Securities & Corporate Governance > Life Sciences Transactions

REGIONS

  • North America


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.


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.


Joe Ucuzoglu is the chairman and chief executive officer of Deloitte & Touche LLP. As the leader of the US audit 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 has more than 2,700 US audit clients. Deloitte’s public company audit clients total over $6.5 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 advisors 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.


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 is the 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.


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

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

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

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

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

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

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


Mike Cook is the retired chairman and chief executive officer of Deloitte & Touche LLP. He is a member of the board of directors of Comcast Corporation, where he chairs the audit committee, and International Flavors & Fragrances, where he chairs the compensation committee. He is chairman of the Comeback America Initiative, an entity dedicated to fiscal responsibility.

In 2002, Director’s Alert named Mr. Cook one of the Outstanding Directors in America, and he was the first president of the Institute of Outstanding Directors. He is chairman of the GAO Accountability Advisory Panel, is a member of the Advisory Council of the PCAOB and the PCAOB's Standards Advisory Group. He was a member of the National Association of Corporate Directors’ Blue Ribbon Commission on Corporate Governance and its Commission on Audit Committee Best Practices.

Among the numerous awards Mr. Cook has received for his commitment to the advancement of high-talent women in business are the CEO Recognition Award from Women in Technology International andWorking Mother magazine’s Family Champion of the Year Award. He was the only male member of the President’s Commission on the Celebration of Women in American History.

A leader in his profession, Mr. Cook was chairman of the AICPA in its centennial year and a member of its Auditing Standards Board. He is a past chairman and president of the board of trustees of the Financial Accounting Foundation, which oversees the Financial Accounting and Governmental Accounting Standards Boards. Mr. Cook also chaired the World Congress of Accountants, was a member of the advisory council of the International Accounting Standards Committee, and of the SEC’s Advisory Committee on Improvements in Financial Reporting.

Mr. Cook led the profession’s efforts for securities law reform and has often testified before Congress. He was inducted into the Accounting Hall of Fame in 1999 and received the Public Oversight Board’sMcCloy Award in 2001. He is an honors graduate of the University of Florida and was named a Distinguished Alumnus of the University in 1986.


James L. Kroeker was appointed a member and vice chair of the Financial Accounting Standards Board (FASB) on September 1, 2013. In the latter role, he assists the FASB chair 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.


Catherine is a partner in PwC’s Governance Insights Center. She helps boards and audit committees apply leading practices and understand the impact of emerging regulations on their activities. She has worked extensively with boards and directors from a number of countries, including the Bahamas, Barbados, Bermuda, Brazil, Canada, Chile, the Dominican Republic, India, Israel, Japan, Mexico, South Africa, the United States, and Venezuela.

Catherine developed many of the governance publications that PwC has issued: Audit Committee Effectiveness — What Works Best; Board Effectiveness — What Works Best; Governance for Companies Going Public — What Works Best; Going Public? Five Governance Factors to Focus On; Director Dialogue with Shareholders — What You Need to Consider; and PwC’s Family Business Corporate Governance Series. She also contributed to PwC’s Audit Committee Excellence Series, which focuses on leading practices on specific topics. NACD Directorship magazine in 2015 named her for the ninth consecutive year as one of the 100 most influential people in corporate governance in the United States. She also speaks frequently at director conferences.

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.


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.


Mark Kronforst is the Chief Accountant in the Division of Corporation Finance at the U.S. Securities and Exchange Commission. Mark’s previous roles in the Division include Associate Director – Disclosure Operations and Deputy Chief Accountant. Before joining the Division in 2004, Mark worked for a large SEC registrant as the Director of Financial Reporting and as an audit senior manager in KPMG’s San Jose and Minneapolis offices.


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).