Has the Audit Committee Become the Everything-About-Risk Committee?
Audit Committees for years have tended to assume a disproportionate share of committee responsibility at many companies. The intensity of Audit Committee oversight increased with Enron (and the ever increasingly complicated financial affairs of many companies), with a trend that accelerated with Sarbanes-Oxley (whistleblowers and so forth), and since then many Audit Committees have almost organically been tasked with looking like all the other new and different ‘risks’ that have presented themselves – IT and cyber-risks, anticorruption and market conduct, social media risks, etc. None of this is simple and more than ever requires constant assessment of what to focus on, and how. Come hear how experienced directors and their advisors are managing these challenges, and doing so without disrupting traditional Board governance balance.
Jonathan is the head of west coast litigation for Mintz Levin Cohn Ferris Glovsky and Popeo P.C. His practice is focused on the defense of business and securities litigation and government enforcement actions with 20 years of experience in advising corporate boards and senior management teams. He has successfully litigated class actions, challenges to corporate transactions and governance, and other matters regarding allegations of fraud and breach of fiduciary duty, including winning jury and bench trials.
Jonathan’s clients include public and financial services companies, officers and directors, and investment bankers. He also serves as counsel defending and conducting internal investigations to those subject to enforcement action under the Securities and Exchange Commission, the Department of Justice, FINRA, and other government agencies and self-regulatory organizations.
Jonathan has been recognized by Chambers USA and The Legal 500 as a leader in his field, and has been quoted by Thomson Reuters, the Deal and Law360 on securities and business issues.
A former CPA at Ernst, Evelyn spent the first 17 years of her career in the audit and finance function as controller for a bank and for Charles Schwab and as CFO for U.S. Trust, a wealth management firm. She was given the opportunity to hone her skills in marketing, business development, strategy, M&A and product development, culminating in the role of EVP of Charles Schwab, member of the Management Committee and president and CEO of Charles Schwab Investment Management. Evelyn is a recognized leader in building motivated teams in the public and non-profit world. As president and CEO of Charles Schwab Investment Management she was responsible for all aspects of the business, growing the assets to over $200 B while generating $1 B in revenue. Recognized in the community for her leadership, she has received SF Business Times “100 Most Influential Woman” award, 2003-2009; CSU East Bay Alumnae of the year, 2008; and SF Business Times “Outstanding Director”, 2014. Evelyn has served on several public and private boards and currently serves on public company boards Aeropostale (ARO) where she chairs the Audit Committee and is a member of the Nominating and Governance Committee, Tempur-pedic (TPX) where she is a member of the Audit Committee and Health Equity (HQY) where she chairs the Audit Committee; large private companies Blue Shield of CA where she chairs the Audit Commmittee and is a member of the Compensation and Nominating and Governance Committees, global consulting firm Protiviti and leadership roles in several non-profit boards, including the Commonwealth Club, CSU East Bay Foundation, and the NACD NorCal chapter. She is a graduate of CSU East Bay and Stanford Senior Executive Program.
Frank D. Yeary is executive chairman of CamberView Partners, a leading source of independent, investor-led advice for public companies. He was vice chancellor of his alma mater, University of California, Berkeley, from 2008 to 2012 and prior to this appointment was global head of mergers & acquisitions at Citigroup Investment Banking. Until its sale in 2015, he was also chairman and co-founder of Level Money, Inc., a financial organization helping the next generation of young adults achieve financial balance.
As vice chancellor at UC Berkeley, Yeary led the development of a new sustainable financial strategy, designed and implemented the university’s first comprehensive middle-class financial aid program and initiated and oversaw the implementation of one of the largest re-engineering and cost reduction efforts ever undertaken by a public university. In addition, for nearly two years he acted as chief administrative officer managing a portfolio including finance, human resources, labor relations, internal controls and intercollegiate athletics.
Prior to his appointment at UC Berkeley, Yeary held various positions in the investment banking division of Citigroup. During the period 2004 to 2008 he was global head of mergers & acquisitions where he significantly restructured the department, nearly tripled revenues and led the firm from the fifth to the second largest M&A business, as ranked by global M&A volume. Prior to 2004 he was global head of the Technology, Media and Telecom (TMT) investment banking practice at Salomon Smith Barney.
Yeary received a bachelor's degree from University of California, Berkeley in history and economics. He is on the boards of directors of eBay, Inc. and Intel Corporation, where he chairs Intel's Board Audit Committee.
Matt Perreault, CPA, heads Armanino’s SEC audit practice and has more than 20 years of industry experience participating in numerous IPOs, mergers, acquisitions, private placements and LBOs both in industry and as an auditor. He takes a highly coordinated and controlled approach to clients' work within the U.S. and internationally by leading and collaborating in every aspect of the audit. Prior to joining Armanino, Matt was a senior manager with Ernst and Young, working in their technology assurance and advisory business services practice. He handled a variety of public and private companies, including extensive IPO and M&A transaction experience. Matt is a member of the California Society of Certified Public Accountants (CalCPA), and he graduated from Saint Mary’s College of California and Boston College, School of Management