Guest Post: Access to Internal Investigation Records by Shareholders | The D&O Diary

Mary Gill Courtney Quirós In many instances when allegations of wrongdoing surface at a company, the appropriate course for the company’s board will be to

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

Dave Tate, Esq. comment: A good discussion. Additionally, in any internal investigation, officers, directors, audit committee members and others need to keep in mind that the investigation might be ordered produced or there might be a decision to voluntarily produce the results (which most likely would also put at issue the background information). The fact that there was an investigation, if properly performed, tends to show diligence and business judgment, both of which are required by directors.

Dave Tate, Esq., San Francisco and California, business, real estate, D&O, trust/estate, elder abuse, injury, and professional liability litigation, http://directorofficernews.com and http://californiaestatetrust.com

The Yates Memo: What Is It and What You Need to Know

Click on the following for the article: www.wsandco.com

Dave Tate comment: here’s a very good discussion by Priya Cherian Huskins of Woodruff Sawyer about the recent, September 2015, Yates memo and what it means for the Attorney General’s office and prosecution of individual people, not just corporations, for alleged corporate misconduct.

Dave Tate, Esq., San Francisco and throughout California – litigation for business, real estate, injury, insurance, trusts/estates/conservatorships/elder abuse, and professional liability (including accountants, D&O, fiduciaries, brokers and agents)

CalCPA Seminar – SSARS 21 – December 15, 2015, Interesting and Not Always Clear Changes to Review, Compilation, Preparation, and Non-SSARS Services

I attended a CalCPA San Francisco Chapter SSARS 21 seminar this morning, presented by Mark Dauberman. Mark gave an excellent presentation. SSARS 21 is effective for periods ending on or after December 15, 2015, but it can be implemented in an engagement prior to December 15. I’ll be having more to say about SSARS in future posts as it supersedes all prior SSARS except for certain parts of SSARS 14. As a result, I am also entirely re-writing the discussion about reviews and compilations in Tate’s Excellent Audit Committee Guide. SSARS is very important for CPAs and for all users of financial statements. There will be five types of financial statement related engagements, from most to least advanced: (1) an audit (which is an engagement that is not covered by SSARS 21), (2) a review, (3) a compilation, (4) a preparation, and (5) non-SSARS, non-attest assistance to the client which doesn’t involve financial statement presentation. SSARS 21 is 216 pages, and then there are additional questions and answers, alerts and guidelines.  Some of the provisions present interesting issues crossing between the CPAs who are performing the services and legal counsel involved in providing advice, recommendations and liability risk management.  More blog posts will be following on the specific SSARS provisions.

Dave Tate, Esq. and licensed inactive CPA in California

On the 2015 Audit Committee Agenda

10 things that audit committees should keep in mind as they consider and carry out their 2015 agendas.

Click on the following link for the discussion: www.kpmg-institutes.com

Good broad topic areas to consider, although I prefer the following discussion materials that I have written as they are more specific – click on the following link – Audit Committee Self-Evaluation Form David Tate Esq 10302014.

Dave Tate, Esq. (San Francisco / California).

3 Major Changes Congress Wants to Make to Social Security – On the Scale of Risk Management How Would You Score Congress?

Social Security needs change to survive over the long run, and Congress seems willing to take up the daunting task of a Social Security overhaul. – Sean Williams – Investment planning

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

No surprise here.  Inactive and lack of diligent long-term planning. This issue has been around for 40-50 years.  A serious issue for old, middle age and young alike.

If you are young, why do you want to pay 13-14% (half from you and half from your employer) into this program when there is no reasonable certainty that it will be around for you when you retire, and if it is around there is no reasonable certainty about what the benefits will be.

If you are near or at retirement and you paid into this program for 40-50 years you are probably safe, if you don’t live for another 20 years.

If you are in the middle, not near retirement, and have been forced to pay into this program for 25-35 years, good luck to you.

How would you rate the Social Security program risk management? See my prior blog post about the NIST cybersecurity risk management framework, Click for Post .  I would rate Social Security risk management as Tier 1 – Tier 2.

Dave Tate, Esq. (San Francisco / California)

UK pressures Bank of America unit on risk management – Wall Street Journal

(Reuters) – British regulators are pressuring Bank of America Corp’s European investment-banking arm to improve its risk management practices, saying the current ones are “simplistic” an…

Click on the following for the article: au.news.yahoo.com

You may have been following the efforts to bring European and U.S. accounting standards into conformity, and how difficulty that has been.  I would evaluate the chance of bringing the various different governance and risk management codes into conformity as zero. And as the European regulatory agencies appear to be getting more active and demanding both with the code provisions and enforcement, we might expect European developments in these areas to become more center stage.  Dave Tate, Esq. (San Francisco / California)

Regulator launches consultation on ‘The essential trustee’ – Press releases – GOV.UK

U.K. Guide to trustees’ duties is updated.

I am following up on a post by a LinkedIn group member about a new regulatory initiative by the U.K. Charity Commission on trustee standard of care.  You can click on the following link to access the article: www.gov.uk

The following are my initial comments about the post and the regulatory proposal.

Thank you Jane.  I clicked on the materials.  As they are rather long for a morning before work read, I’ll have to get back to them in detail.  Preliminarily it appears to pretty much follow what in the U.S. would be the business judgment rule.

The very real distinction is whether a regulatory agency will really enforce the requirements. And with charities there are so many different types and missions, and people of tremendously different backgrounds who serve on the boards.

I have served on two nonprofit boards and as an audit committee chair – on one of the boards all members were pretty sophisticated, on the other board perhaps less than half would fit that criteria. But on both boards they all supported the mission, did not have conflicts, and tried to make correct and diligent decisions within their abilities.

Should some of the board members on the second board not be allowed to serve as board members?  Tough call. Depending on the final outcome of the regulations, they could have a chilling or at least limiting effect on who can or wants to serve on a charity board. The U.K. initiative will be very interesting to watch.

Dave Tate, Esq. (San Francisco / California)

How to Disagree with Auditors: An Auditor’s Guide at Truth to Power – Information Governance Research Community

Auditors are required to tell management when control failures are exposing them to risk. Still, many managers at some point disagree with their auditor’s assessment. Can companies make auditors revise their assessment? And if not, what’s the best way to find common ground in those disparate views?

Source: Click on the following link for the entire article www.t2pa.com

An interesting, brief discussion.

Dave Tate, Esq.

UK – Banking Executives and Directors – Embrace Rules or Quit

It’s not the US, but the push on executives and directors for accountability continues – in UK banking they are told to embrace the new rules or quit.  Click here for article.

Dave Tate, Esq. (San Francisco)