Upload
tom-hood-cpacitpcgma
View
734
Download
2
Tags:
Embed Size (px)
Citation preview
Presented to:
Montgomery County Community College
Tom Hood, CPA.CITP.CGMA CEO
Maryland Associa>on of CPAs October 8, 2013
Enron “As strongly as I believe in a new role for government in the new economy, government ac>on alone cannot provide most of the answer. That’s because what happened at Enron wasn’t just a failure of regula>ons and law, it was a failure of corporate culture, a failure of values, a failure of heart.” Senator Carl Levin D-‐Michigan Commen>ng on his Planned Bill of Rights for Shareholders
Ken Lay convicted of Faced 165 years in prison – but died of Heart aYack before going to jail
"Acts of bad character must have real consequences. And already we're seeing that as financial markets punish companies that have displayed an inability to shoot straight. ... Every CEO in America now must realize that accoun>ng gimmickry is a >cket to destruc>on.“ -‐ Dave Kansas -‐ WSJ
Jeff Skilling convicted of 19 out of 29 counts and received a 24 year sentence
Enron
Worldcom
Bernard Ebbers convicted of $11 billion fraud – sentenced to 25 years in prison ScoY Sullivan CFO got five years
"A business run with character and integrity will receive rewards from the market," Kansas writes. "A business run around the edges, whether within the leYer of the law or not, will risk joining Adelphia, Global Crossing, Arthur Andersen, Enron and WorldCom on the scrapheap of history.“ -‐ Dave Kansas – WSJ reporter
Private company owners and public company management ofen try to run their companies as if there were no one with any outside interests. Any company that has a bank loan, an outside shareholder, or a supplier has people who have a vested interest in the company. Even those companies without any of those listed items have employees whose livelihood may be dependent on the company’s con>nues existence. Public companies and not-‐for-‐profit organiza>ons have a higher degree of responsibility to protect those outside interests. Yet so many treat their organiza>ons as their private fiefdoms.
-‐Art Berkowitz -‐ ENRON
Dennis Kozlowski convicted of $400 million fraud – sentenced to eight years in prison Mark Swartz CFO got five years
Tyco
Other Corporate Scandals & Accoun>ng Frauds
Enron – WorldCom Era • Adelphia -‐ Cable • Rite Aid – Drug stores • HealthSouth – Health • AOL Time Warner • Xerox • Bristol-‐Myers-‐Squibb
Classic Cases • Equity Funding – (Insurance &
Mutual Funds) 1973 • ZZZZ Best – (Carpet Cleaning &
Restora>on) -‐ Mark Minkow -‐ 1984 • ESM Government Securi>es –
1985 • Lincoln Savings & Loan -‐ Charles
Kea>ng – CEO -‐ 1989
Current Scandals
• Parmalat – Europe’s Enron (2003) • Satyam – India’s Enron (2008) • Madoff – World’s largest Ponzi Scheme • + 35 other scandals so far totaling $37 Billion
Why? -‐ The Tone Has Been Set “I say as plainly as I can to CEOs: if you break the law, we will hunt you down, we will arrest you and we will prosecute you.
President George W. Bush August 13, 2002
Dennis Kozlowski, former Tyco CEO; Mark Swartz, former Tyco CFO; Mark Belnick, former Tyco Chief Counsel; frank E. Walsh, former independent Tyco Director; Jerry Boggess, former Tyco fire & Security Services President; Paul Allaire, former Xerox CEO; G. Richard Thoman, former Xerox CEO; Barry D. Romerial, former Xerox CFO; Philip D. Fishbach, former Xerox controller; Daniel S. Marchibroda, former Xerox Assistant Controller; Gregory B. Taylor, current Xerox Treasurer; Gary Winnick, Global Crossing Chairman; Jim Gorton, former Global Crossing Chief Counsel; Greg Casey, former Global Crossing Sales Execu>ve; Jackie Armstrong, Global Crossing Counsel; Philip F. Anscutz, former Qwest Communica>ons CEO; Robin Szeliga, former Qwest Communica>ons CFO; Grant P. Graham, former Qwest Global Business Unit CFO; Thomas W. Hall, former Qwest Global Business Unit Senior Vice President; John M. Walker, Qwest Global Business Unit Senior Vice President; Bryan K. Treadway, Qwest Global Business Unit Assistant Controller; Albert J. Dunlap, former Sunbeam CEO; Russell A Kersh, former Sunbeam CFO; Bernard Ebbers, former WorldCom CEO; ScoY Sullivan, former WorldCom CFOI; David Myers, former WorldCom Controller; Buford Yates Jr., former WorldCom Accoun>ng Director; Michael H. Salsbury, WorldCom General Counsel; Susan Mayer, WorldCom Treasurer; BeYy L. Vinson, Former WorldCom Accountant; Troy M. Normand, former WorldCom Accountant; John Rigas, Adelphia Communica>ons Founder; Timothy Rigas, former Adelphia Communica>ons CFO; James Brown, former Adelphia Vice President for Finance; Michael Mulcahey, former Adelphia Director for Internal Repor>ng; Kenneth Lay, former Enron Corpora>on Chairman; Jefffery Skilling, former Enron Corpora>on President; Andrew Fastow, former Enron CFO; Richard A. Causey, former Enron CAO; Michael J. Kopper, former Enron Execu>ve; Kenneth Rice, former Enron Broadband Division Chief Execu>ve; Ben F. Glisan Jr., former Enron Broadband Division Treasurer; Dean Boyle, former Enron Broadband Division Finance Execu>ve; Kevin Hannon, former Enron Broadband Division Execu>ve; ScoY Yeager, former Enron Broadband Division Execu>ve; Joe Hirko, former Enron Broadband Division Chief Execu>ve; Kevin Howard, former Enron Broadband Division Execu>ve; Rex Shelby, former Enron Broadband Division Execu>ve; Michal Krautz, former Enron Broadband Division Execu>ve; John Giesecke, former Homestore COO; Jospph Shew, former Homestore CFO; Eric Keller, former AOL-‐Time Warner Execu>ve; Sam Waksal, former IMclone Systems CEO; Richard M Scrushy, HealthSouth Chairman; Michael Mar>n, HealthSouth CFO; Clark E. McLeod, former McLeod USA CEO; Stephen A Garofalo, Metromedia Fiber Networks Founder and Chairman; Jack Grubman, former Salomon Smith Barney Analyst; Schuyler Tilney, former Merrill Lynch Execu>ve; Thomas Davis, former Merrill Lynch Execu>ve; Phua Young, Merrill Lynch Analyst; David Duncan, Arthur Andersen Partner; Rober As>, former Symbol Technologies Vice President; Enio Mon>ni, Kmart Vice President; Joseph Hofmeister, Kmart Vice President; Frank QuaYrone, Credit Suisse First Boston Investment Bank Execu>ve; Charles W. McCall, former McKesson Chairman; Helen C. Sharkey, former Dynegy Risk control Y Deal Structure Execu>ve; Gene S. Foster, former Dynegy Vice President of Taxa>on; Jaime Olis, Former Dynegy Senior Director of Tax Planning; and Martha Stewart, Martha Stewart Living Onmimedia Chairman
500 convic@ons or guilty pleas 28 were CEOs July 9th, 2002
Bush and SEC established Corporate Fraud Task Force
September 2005
10
The Fraud Triangle
Then : December, 2001 Now : December, 2008
A Tale of Two Frauds
Reforms – Round 1
• Sarbanes-‐Oxley Act of 2002 – Corporate Governance – PCAOB – Internal Controls (Sec>on 404)
• Audi>ng – SAS 99 Fraud Standard • COSO Internal Controls • SEC CIFiR Report • Treasury ACAP Report
MACPA Accoun>ng Reform Task Force The Road to Reform : ProtecAng the Public Interest
Strengthening the CPA Profession • Government regula>on & oversight
• Public trust & confidence in the integrity of CPAs
• Public understanding of the auditor’s role
• Corporate governance & responsibility
• Importance of ethical behavior and doing the “right” thing
Published September 2002
Bernard Madoff Law of Intractable Systemic CorrupAon
Any significant breach of a syndrome’s integrity
(Government & Commerce) – usually by adop>ng an inappropriate func>on – causes some normal virtues to convert automa>cally to vices, and s>ll others to bend
and break for necessary expedience.
Over the course of >me, corrupted organiza>ons accumulate in society. Without correc>on, the
accompanying rancid coopera>on blurs more than the afflicted organiza>ons.
-‐Jane Jacobs – Systems of Survival
Ponzi scheme of $ 50 billion Facing 150 years in prison
Madoff’s auditor
David Friehling, CPA faces 105 years in prison For issuing false audit reports
• Sole Prac>>oner • Accused of issuing audits of Madoff Securi>es • Lied on AICPA membership renewal about peer review
Satyam + PWC
Ramalinga Raju – CEO created $40 billion in fake billing and cash PWC auditors missed cash accounts?
Recent example – The Dodd – Frank Wall Street Reform and Consumer Financial Protec>on Act of 2010
Crisis hits news
Consumer Financial Protec>on Bureau
2,301 pages!
533 regula>ons 60 studies 94 reports
HR 4173
Federal Laws & Regula>ons – SEC, DOL, Treasury, GAO, PCAOB
CPA Profession Standards – AICPA & FASB, GASB, FASAB, IASB, IFAC
State CPA Statutes
police power of the states to protect their ci>zens vs commerce clause
MD Comptroller MD Comptroller
CAQ
US Treasury
MD Comptroller
Courtesy of the Maryland AssociaAon of CPAs – 2008 ediAon Drawing by Carol Kirwan, CPA
Our infrastructure for regula>ng the US financial markets has been created from a series of reac>ons to crises and changes and is in
need of repair.
Single audits
Audit quality
Financial Regulatory Reform
Sarbanes-‐Oxley Act Dodd-‐Fr
ank Wall Street Reform
and Consumer
ProtecAon Act
7 Steps to Greater Ethical Behavior 1. Avoid Conflicts of Interest 2. Stand Up for What You
Believe is Right 3. Support Others Who
Speak Up 4. Disclose, Disclose, Disclose 5. Carry a Big S>ck 6. Use Punishment Sparingly 7. Recognize the Difference
Between What is Legal & What is Right
Source: Enron – A Professional’s Guide to the Events, Ethical Issues and Proposed Reforms by Arthur L. Berkowitz
Complexity & Risk
Source: Wired magazine 17.03 March, 2009
Guardians cannot keep up with Commerce
“Even the regulators can't keep up. A Senate study in 2002 found that the SEC had managed to fully
review just 16 percent of the nearly 15,000 annual reports that companies submiFed in the previous fiscal year; the recently disgraced Enron hadn't been reviewed in a
decade."
Source: Wired magazine 17.03 March, 2009
Transparency & Accountability “Publicity is justly
commended as a remedy for social and industrial diseases. Sunlight is said
to be the best of disinfectants; electric light
the most efficient policeman.”
-‐ Supreme Court Jus>ce Louis Brandeis
Source: Wired magazine 17.03 March, 2009
Transparency Now! – A Wired Manifesto
Source: Wired magazine 17.03 March, 2009
The Whistleblowers
“All that is necessary for evil to triumph is for good men to do
nothing.” – Edmund Burke
Harry Markopolis – Madoff Sherron Watkins – Enron Cynthia Cooper -‐ WorldCom
What you can do? • Publicity Test • Conscience Test • Parent Perspec>ve • Role Model Test • Universality Test • Golden Rule
Source: Ethics in the Workplace by Michael Josephson
“Everyone should habitually be aware of the moral implica>ons of what he or she is asked to do and, each by each , should stand up for the right to be moral.” -‐ Jane Jacobs – Systems of Survival
“The laws and professional standards represent the floor—the minimum. We should reach for the ceiling.”
David M. Walker, CPA Comptroller General of the United States
Tom Hood, CPA.CITP CEO
Maryland AssociaAon of CPAs Business Learning InsAtute
(443) 632-‐2301 E-‐mail [email protected]
Web hap://www.macpa.org Blog hap://www.cpasuccess.com