Brenda Michael, who embezzled more than $300,000 from Emory University by using a fake PayPal account, pleaded guilty Friday to wire fraud.

Source: www.bizjournals.com

Tate comments: obviously they needed better internal controls, monitoring/oversight, skepticism, and auditing.  

Board members of European companies routinely make themselves available to investors, but their peers in the United States seem to fear such contact.

Click on the following link for the article: www.nytimes.com

Good reading but in the US directors would need to be prepared for discussion, what to discuss, what not to discuss, how to say it, when to stop, etc. Click on the link for the article. Enjoy. Dave Tate, Esq. (San Francisco and California)

Click on the following link for the article: www.corpgov.deloitte.com

My Comments: This discussion is from Deloitte Canada; however, it is also useful discussion for U.S. boards and audit committees, and it contains links to U.S. authorities. Company whistleblower processes have become a big deal which most likely will continue to gain even greater importance, including oversight by the board and/or audit committee.  Dave Tate, Esq. (San Francisco/California)

In a striking decision earlier this year, the 3rd Circuit Court of Appeals affirmed a jury’s findings of liability for breach of fiduciary duties and ‘deepening insolvency,’ and the…

Click on the following link for the article: www.jdsupra.com

My comments: inadequate director oversight and lack of action in response to red flags can result in director liability for insolvency, even for directors of nonprofits. All directors should know this.

Dave Tate, Esq. (San Francisco and California)

Better communication among internal and external auditors and audit committee members can ease some of the tensions, according to a new report.

Click on the following link for the article: www.accountingtoday.com

My comments: the audit committee hires or is involved in hiring the outside independent auditor (right?), and the audit committee at least in part oversees or at least interacts with internal audit (right?) – so, at least as between the outside independent auditor, internal audit, and the audit committee, it is the audit committee that would be heading these efforts (right?). Just thoughts.

Dave Tate, Esq. (San Francisco and California)

BDO USA has issued its annual list of the top issues it expects to be raised at the annual general meetings of shareholders during the coming year.

Click on the following link for the article: www.accountingtoday.com

My comments: interesting stuff – the technical questions being asked are getting more difficult and detailed for executive officers, directors and director committee members (audit, compensation and risk).  Enjoy. Dave Tate, Esq. (San Francisco and California)

KPMG’s Audit Committee Institute asked audit committee chairs around the world for their views on the audit committee’s workload.

Click on the following link for the discussion: CLICK HERE.

My comments are as follows:

1. I’m not surprised that some audit committees are feeling work overload. It’s very important to look at the audit committee charter and to make sure that all stakeholders understand what the committee’s responsibilities are and are not.

2. Someone forgot to expressly mention internal audit in the summary introduction to the article. Or, internal audit is still fighting for importance. If I’m on an audit committee of a significant or middle significant size public company, or of a bank or other financial institution, I really want to have a fully operational and funded internal audit function that interacts with the audit committee.

3. The summary introduction also states: “Perhaps not surprisingly, our interviewees said risk will be a top priority in the year ahead and will require taking a hard look at the broader board’s risk oversight approach and the implications for the audit committee.”  Consider, to what extent is your audit committee responsible for risk management oversight? Is there agreement between the stakeholders about just what that means and requires?  Are your audit committee members qualified?  It would have been better if the “hard look” had already been made or started.  Risk management is a board responsibility. It’s okay to delegate to a qualified audit committee with reporting back to the board and board oversight, but the board needs to have its act together on risk management.

Dave Tate, Esq. (San Francisco / California)