PRESENTATIONS
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| Background & Qualifications of Audit Committee Members |
Presentation by Paul Munter, Chairman, Department of Accounting, University of Miami
This presentation covers the purpose of the audit committee and the definitions of an independent member and a financial expert, in accordance with the Sarbanes-Oxley Act. The discussion also reviews how an expert acquires expertise, as well as certain SEC reporting issues.
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| Overview of Audit Committee Oversight Responsibilities |
Interview with J. Michael Cook, retired Chairman and CEO, Deloitte & Touche LLP
Under the Sarbanes-Oxley Act and in the wake of several corporate scandals, audit committees face a tremendous increase in their responsibilities. The increase in responsibility has caused substantial changes in the relationships between the audit committees and the other parties involved in corporate governance—namely management, the internal audit department, and the independent external auditors. The protection of whistleblowers now falls within the responsibility of the audit committee. This presentation examines these issues and provides important insights.
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| Audit Committee Oversight Responsibilities of External Auditors |
Presentation by Paul Munter, Chairman, Department of Accounting, University of Miami
This presentation reviews in detail the responsibilities of the audit committee. It defines independence and identifies the purpose of having an independent third party examine the financial statements. This presentation explains the effect of employment relationships on independence. It provides a clear definition of pre-approval. Finally, this presentation reviews communications the audit committee should expect to receive from its external auditors.
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| Overview of Internal Auditors |
Presentation by John A. Cherpock, Managing Director, Protiviti, Inc.
This presentation addresses the background of internal audit, the certifying organization, and the requirements of a Certified Internal Auditor, or CIA. The discussion also defines and reviews the internal process and how it should function in an organization. Finally, the presentation covers several best practices in the internal audit area.
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| Internal Audit’s Role in Identification and Investigation of Fraud |
Presentation by John A. Cherpock, Managing Director, Protiviti, Inc.
This presentation discusses recent findings on fraud, the headlines that have resulted, and the role of the internal auditor in identification. There also is a review of the steps that should be taken in the event that a potential fraud is discovered. These steps are designed to help the entity avoid potential lawsuits and successfully prosecute those involved in perpetrating the fraud.
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| Overview of Internal Controls |
Presentation by Robert Hirth, Managing Director, Protiviti, Inc.
This presentation provides an overview of internal controls and the framework provided by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The framework was developed and issued in a report titled, Internal Control—Integrated Framework in 1992. The five components in this framework are: the control environment, risk assessment, control activities and procedures, information and communication, and monitoring.
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| Case Study on Internal Controls |
Presentation by Robert Hirth, Managing Director, Protiviti, Inc.
This presentation reviews the components of the internal control framework detailed in the COSO report and then provides a case example of how the framework would apply to the accounts payable process.
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| Reporting on Internal Controls |
Presentation by Robert Hirth, Managing Director, Protiviti, Inc.
Section 404 of the Sarbanes-Oxley Act requires management of an issuer to establish and maintain an adequate internal control structure and procedures for financial reporting, as well as assessing the effectiveness of that structure and the adequacy of the internal control structure for each annual report. It also requires the auditor of that issuer to attest and report on the assessment made by management regarding internal control. This presentation reviews the report issued by the external auditor, an audit of internal control, and management’s report on internal control. The discussion addresses the definitions of an effectively designed internal control and an internal control that is operating effectively.
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| Financial Disclosures & Certifications, Part 1 |
Presentation by Paul Munter, Chairman, Department of Accounting, University of Miami
This presentation reviews the CEO and CFO disclosure certifications required in annual and quarterly filings with the SEC.
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| Financial Disclosures and Certifications, Part 2 |
Presentation by Paul Munter, Chairman, Department of Accounting, University of Miami
This presentation reviews the final rules issued by the SEC on accelerated filings of quarterly and annual reports. The definition of what is meant by an accelerated filer is provided, along with a discussion of what must be disclosed on the website of an accelerated filer. There is a complete explanation of the amendments to the SEC rules on reporting of insider transactions and the disclosures of corporations under Section 404 of the Sarbanes-Oxley Act.
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| Accounting, Financial Reporting & Disclosure |
Interview with J. Michael Cook, retired Chairman and CEO, Deloitte & Touche LLP
The Sarbanes-Oxley Act substantially changed the corporate governance responsibilities of management and audit committees. This presentation reviews the specific areas of financial reporting that are of concern to audit committees, how those concerns have changed, and the increased focus on related party transactions.
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| Corporate Code of Conduct |
Discussion between Carol Beaumier and William Thomas, Managing Directors, Protiviti, Inc.
This presentation explores why a company should have a corporate code of conduct, what topics should be addressed in a code of conduct, and what differentiates effective from ineffective codes of conduct. It also offers examples of red flags that indicate a company’s code of conduct has been breached or is threatened.
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| Code of Ethics for Senior Financial Officers |
Discussion between Carol Beaumier and William Thomas, Managing Directors, Protiviti, Inc.
This presentation addresses the specific requirements of the Sarbanes-Oxley Act for codes of ethics for senior financial officers, explaining who must be covered by the code, the specific requirements that must be addressed, and the relationship between a Code of Ethics for Senior Financial Officers and a corporate code of conduct.
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| Whistleblower Programs |
Discussion between Carol Beaumier and William Thomas, Managing Directors, Protiviti, Inc.
This presentation explains the objectives of a whistleblower program, including the requirements of the Sarbanes-Oxley Act, and offers practical advice on the design and maintenance of effective whistleblower programs.
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| Audit Committee Meetings and Reporting |
Panel discussion with William J. Meurer, former Managing Partner, Central Florida, Arthur Andersen LLP, and Sherrill W. Hudson, former Group Managing Partner of Florida and Puerto Rico, Deloitte & Touche, LLP
The Sarbanes-Oxley Act substantially increased the responsibilities of audit committees and audit committee members. This presentation reviews how to establish an audit committee meeting schedule, how to determine the items that should be included on the agenda, and the importance of the relationships between the audit committee and various other parties. This presentation also discusses the key elements of the audit committee charter and its principal purpose. Finally, the discussion considers the relationship between management and the external auditor and the role of the audit committee in that relationship.
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| Investigations |
Presentation by Paul Munter, Chairman, Department of Accounting, University of Miami
This presentation considers four different triggers resulting in an investigation. There is a review of the steps involved in an internal investigation and the role of the external auditor in an internal investigation. The differences between an SEC informal investigation and a formal investigation are explained.
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| Management Responsibilities |
Interview with J. Michael Cook, retired Chairman and CEO, Deloitte & Touche LLP
Under the Sarbanes-Oxley Act, some management responsibilities have changed and some have been clarified. The relationship between management and the audit committee may also have changed as both are now under increased scrutiny. This presentation discusses the expectations of management and the impact of the certification requirements on that relationship.
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| Management Responsibilities in Communications |
Interview with Glenn M. Renwick, President and CEO, Progressive Insurance
This interview-style presentation provides the perspective of the CEO of a Fortune 500 company in connection with management responsibilities in communications with the outside business world. The discussion explores the need to provide equal access to all disclosures and the related education recommended for all officers, directors, and employees; the scope of communications beyond earnings issues and financial reporting; the meaning of full disclosure to all parties; and finally, issues of insider information and how to advise employees to deal with them.
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| Business Continuity Planning |
Panel discussion among Nicholas A. Benvenuto, Jr., Edward Hau, and Gregory Hedges, Managing Directors, Protiviti, Inc.
Disasters occur—whether a business will continue to exist may depend on how well it has prepared for such an event. In this presentation, a panel of experts discusses the terms related to disaster recovery, and specifically, the technology aspects of disaster recovery. The Sarbanes-Oxley Act does not focus specifically on business continuity, but it does discuss the maintenance of operations and an issuer’s ability to report accurately. Proper business continuity planning enables an issuer to meet those requirements.
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| Information Security |
Panel discussion among Nicholas A. Benvenuto, Jr., Gregory Hedges, and Jeffrey Weber, Managing Directors, Protiviti, Inc.
Information technology is a key component in the day-to-day activities of many businesses. Everything from budgeting to paying bills to processing sales orders is tied into the information system. Corporate governance concerns both protecting and managing an entity’s resources. To the extent that a security breach is present in an entity’s information system, information both critical to the operation of the business as well as non-essential, but the source of potential litigation, may be available to others. In this presentation, a panel of experts reviews the source of potential information security issues and why they occur. They discuss the costs of security, the position of Chief Security Officer, and the security policies and entity should have in place to protect its assets—both tangible and intangible.
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| Project Risk Management |
Panel discussion among Nicholas A. Benvenuto, Jr., Edward Hau, and Gregory Hedges, Managing Directors, Protiviti, Inc.
Part of corporate governance is managing resources to address the risks an entity faces. New projects are taken on each year by many different entities and hundreds of millions of dollars are written off each year as a result of failed projects. Why do these projects fail and what factors can cause a project to succeed? In this presentation, a panel of experts considers these questions and potential solutions in this presentation.
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| Technology Infrastructure |
Panel discussion among Edward Hau, Gregory Hedges, and Jeffrey Weber, Managing Directors, Protiviti, Inc.
Part of corporate governance is managing an entity’s resources to address the risks it faces. Many entities are heavily dependent on their technological systems and the information they provide. Their technology infrastructure enables the business to run, not just run more efficiently or effectively. As a result, a substantial part of an entity’s funds may be tied up in its technology infrastructure. Maintaining and updating that system to address new risks is important. In this presentation, a panel of experts reviews the definition of technology infrastructure and who is responsible for maintaining this asset. They also discuss cost management and the management of infrastructure process changes.
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| Overview of Section 404 Requirements and COSO Framework |
Presentation by James W. DeLoach, Jr., Managing Director, Protiviti, Inc.
The Sarbanes-Oxley Act dramatically changed the securities laws. The requirements of this legislation are pervasive for public issuers of securities. Section 302 requires certain corporate officers to certify specific representations, while Section 906 focuses on the criminal penalties associated with these certifications. Section 409 requires disclosure of material changes on a rapid and current basis. Finally, Section 404 concerns the assessment of internal control effectiveness by management and the attestation to that assessment by the external auditors of the issuer. This presentation examines the integration of these four sections and the impact of them on public issuers of securities, while also providing an overview of the COSO framework.
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| Management Considerations in Section 404 Compliance |
Presentation by James W. DeLoach, Jr., Managing Director, Protiviti, Inc.
Section 404 of the Sarbanes-Oxley Act concerns the assessment of internal control effectiveness by management and the attestation to that assessment by the external auditors of the issuer. This presentation explores a variety of issues for management to consider in complying with the provisions in Sections 404 and 302 of the Act.
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| Process-Based Solution to Section 404 Compliance |
Presentation by James W. DeLoach, Jr., Managing Director, Protiviti, Inc.
Section 404 of the Sarbanes-Oxley Act concerns the assessment of internal control effectiveness by management and the attestation to that assessment by the external auditors of the issuer. This presentation reviews a process-based potential solution to compliance with the provisions of Section 404. Phase one begins with assessment of the current state of an entity’s internal control processes and progresses to the issuance of management’s report on internal control.
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| Audit Committee Independence |
Panel discussion with William J. Meurer, former Managing Partner, Central Florida, Arthur Andersen LLP, and Sherrill W. Hudson, former Group Managing Partner of Florida and Puerto Rico, Deloitte & Touche, LLP
Conflicts of interest between the board of directors, audit committee members, and the external auditors were present in a number of recent corporate scandals. This presentation addresses the importance of the new independence expectations for audit committee members. Independence must occur both in fact and in appearance. Each audit committee member must understand her/his role as a member and independence should appear on the audit committee’s agenda at least once each annual period.
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| Audit Committee Responsibilities and the Financial Expert |
Panel discussion with William J. Meurer, former Managing Partner, Central Florida, Arthur Andersen LLP, and Sherrill W. Hudson, former Group Managing Partner of Florida and Puerto Rico, Deloitte & Touche, LLP
The Sarbanes-Oxley Act requires an issuer’s audit committee to contain a financial expert. This presentation reviews the responsibilities of the audit committee members, as well as that of the financial expert. The discussion addresses how an audit committee member gains knowledge of a particular business and its operations, and the characteristics that competent audit committee members possess.
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