When fraud is identified or suspected in an organization, companies and their boards are not always aware of what steps to take. Should they conduct a thorough internal investigation, or should they alert the Division of Enforcement at the Securities and Exchange Commission (SEC) about a potential securities law violation? Are there tangible benefits to self-reporting to the SEC? The SEC’s Division of Enforcement’s formal cooperation program includes various measures designed to encourage individuals and companies to provide assistance to SEC investigators. Depending on the level of cooperation, benefits may accrue to those who are proactive. What questions should boards and company management be asking of their counsel, their chief compliance officers, chief audit executives, and external auditors? At what point should the SEC be informed of potential misconduct? What are the risks if a company does not self-report?
Kara Brockmeyer, SEC Foreign Corrupt Practices Act Chief, will share information on the SEC Cooperation Program, including recent trends in the use of cooperation agreements, recent enforcement actions involving cooperation agreements, and how the Commission defines “cooperation.” Other panelists, including an attorney with extensive experience in representing clients who have cooperated with the SEC, a forensic auditor, and a board member, will discuss factors for companies that are considering self-reporting a fraud, who needs to be involved, and the role of company management, the audit committee, the auditor, and legal counsel.
Learning Objectives: Gain insights into when to self-report fraud or a potential fraud to the SEC; how companies can benefit from the SEC’s Cooperation Program; and what is considered “cooperation.” Our panel of experts will discuss considerations for self-reporting, who needs to be involved in the decision-making, and recent enforcement actions involving cooperation agreements.
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Moderator
Cindy Fornelli, Executive Director, Center for Audit Quality
Panelists
Kara Novaco Brockmeyer, Chief, SEC, Foreign Corrupt Practices Act Unit
Rodney Chase, Audit Committee Member, Tesoro
Timothy Hedley, Partner, KPMG LLP
Fiona Philip, Partner, Sidley Austin LLP