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changes not only your relationship, it changes your lives. The workshop teaches you how to defuse the power struggle by understanding that your frustrations derive from unmet childhood needs, and we help you release old self-defeating behaviors.
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TESTIMONIALS & Our Blog
Dear Janis and David,
This email is just to let you know that our relationship is getting stronger everyday. We no longer have routine blow ups and we handle our frustrations usually within a day. I could go on about the improvements we have made and we realize we have along way to go to achieve the fully conscious relationship. We just wanted to let you both know that we consider the greatest gift we have ever received is the education you provided in your seminar and coaching.
So a big heart-felt thank you from us to you and we hope you have a great year.
Diana Richards--Participant
“Dear Jan and David,
I just attended mediation with some relatives that have owed me money for 5 years and have not paid me.
Although I felt like I had “right” on my side – when the mediator said who would like to go first – I thought about what I had learned with you and let them go first knowing that it would defuse the situation if they felt heard and validated.
It worked like a charm and magic entered the room when I listened without replying or saying anything and leaving my defensiveness on the chair outside of the room.
Healing and forgiveness took over and we ended the mediation with kind, loving words and a hug.
The mediators and the lawyers were stunned and in awe and I attribute my new blessed skills to your teachings.
I thank you both humbly for your sweet teachings and for the valuable life lessons I have learned in this most effective and beautiful process.
Healing and ForgivenessSincerely,"
Dear David and Janis
I just wanted to thank you again for an incredible workshop weekend. Steven and I are both amazed at the connections we made in just two day — particular since Steven went through through traditional psychotherapy sessions last year and wasn’t able to even scratch the surface of this this stuff. Thank you so much of this amazing experience.
Participant--Participant
“Thank you so much for offering this workshop. I was truly fearful, not wanting to expose myself and our problems to the world. I greatly appreciate your providing a safe and comfortable environment for us to learn in.”
--What others are saying ...
“A. and I can honestly state that the workshop has opened a door to the future which we had only hoped would be opened with time. It was a silly hope and I am so glad we signed up to meet the two of you. I can’t imagine the workshop mentored by anyone else. In addition to our transformation and the uncluttering of “stuff” in our relationship, I am totally amazed and in awe of what went on with other couples.”
Honestly State--What other are saying...
“I leaned about aspects of myself and my husband that I was not aware of. This workshop gave us tools to work through our issues and to enrich our relationship.”
--What other are saying...
“Janis and David offer a blend of qualities that honor privacy when desired, provide strength when needed, yet they are always available for generous and sincere nurturing. Their belief in each other and the work that they are doing is evident. We can’t thank them enough!”
Honor Privacy--Participant
David and Janis:
Hello and thank you again for such an awesome life changing experience last weekend in Sedona. There is this incredible feeling of peace resonating through out my entire being. I feel very blessed to have been guided by two people that have such passion,intelligence, empathy and humility.
Participant--Participant
Hello and Welcome to our Blog. We are David and Janis McCann …
How often have we heard that song? And how much do we …
Summer is now upon us,
hot weather is here, and we are wondering …Welcome to The Relationship Center
The Relationship Center is where you can get help with the important personal and work relationships in your life. When your relationships are functioning in supportive, encouraging, and peaceful ways, then the rest of your life seems effortless. What most people don’t understand is that it doesn’t necessarily take two to improve a relationship. What, you say! That’s right . . .
If you are unhappy in your relationship, you can change it by either changing what you want, changing what you are doing or changing your perception about the situation. People tend to create their own misery by dictating what the people in their lives need to do so they can be happy. When I stop counting on someone else to “fix” my problem and recognize that is my responsibility, then I am empowered to create my own happiness.
Whether it’s your personal relationships, your work relationships, or most importantly, your relationship with yourself, The Relationship Center can help. We have online products to cover a myriad of relationship issues–a blog, free assessments, a newsletter, teleconferences, webinars, tip sheets, eCourses and more. And if you prefer a more personal approach, we also provide group or individual coaching, workshops or speakers for your events.
The Relationship Center will help you take control of your life by helping you focus on those things you can change rather than creating misery spending time and energy trying to change everything else. As a result, you will be much happier, less stressed, more effective.
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FeatureAUDITING /BUSINESS & INDUSTRY /CORPORATE GOVERNANCE
Forge the Right Relationship
The outside auditor needs to have an open, candid dialogue with the audit committee.
BY KELLY M. HNATT
EXECUTIVE SUMMARY
THE RENEWED FOCUS ON AUDIT COMMITTEE
OVERSIGHT of the financial reporting
function can assist outside auditors in preventing
financial statement irregularities. Auditors now
have an opportunity to develop a relationship with
the audit committee that may promote frank
communication in a way that their usual relationship
with management did not. Also, the kinds of matters
the audit committee and auditor should, or are now
required to discuss, facilitate fraud prevention.
THE AUDIT COMMITTEE OVERSEES THE
RELATIONSHIP with the outside auditor
and is supposed to have a full understanding of
the terms of the engagement. According to New York
Stock Exchange and NASD rules for audit
committees, their charters must specify that “the
outside auditor for the company is ultimately
accountable to the board of directors and audit
committee of the company” (as representatives of
the shareholders).
THE AUDIT COMMITTEE AND AUDITOR
SHOULD MEET often and privately. At
minimum, once per quarter. For a frank dialogue to
occur, the auditor and audit committee will need
to meet, on occasion, without company management
CHARGE THE CLIENT WHAT THE AUDIT IS
WORTH. Auditors should be properly
compensated. A competent audit, simply put, is an
investment every company should make.
GAAS NOW REQUIRES DISCUSSION OF SAS
no. 61 items in conjunction with the the
auditor’s quarterly review, and under SEC rules
the audit committee is required to disclose
whether such discussion occurred.
KELLY M. HNATT, Esq., is a
partner in the law firm of Willkie Farr &
Gallagher, New York City, and concentrates in the
areas of commercial litigation, accountant liability
and securities litigation.
t has been said that “it takes a great person
to deal with catastrophe, and an even greater one to prevent
it.” Revelation of an accounting irregularity or fraud, with
its inevitable impact on a company’s stock price and
reputation—as well as the “follow-on” shareholder lawsuits
and SEC problems—can be disastrous for a company. It’s a
catastrophe no business wants to suffer—and no outside
auditor wishes to be involved in.
The outside
auditor has a key role to play in fraud prevention even
though companies, regulators such as the SEC and courts
alike recognize they can’t rely only on the outside auditor
to prevent accounting irregularity or fraud. This is even
more true in today’s environment in which audit committees
are being charged with more financial reporting oversight
than ever before (see ).
But what should the role of the outside
auditor be? Working within the new audit committee
framework—as laid out in the report of the Blue Ribbon
Committee on Improving the Effectiveness of Corporate Audit
Committees and the report of the Panel on Audit
Effectiveness (the O’Malley panel)—the outside auditor can
serve as a valuable resource in preventing and detecting
accounting fraud. For more information, see
MAKE THE TOOLS WORK
Having the right kind of
relationship with an audit committee is critical to the
independent auditor’s role. To structure an effective
relationship, the outside auditor should consider the
following guidance.
Let the audit committee be the fulcrum of the
financial reporting function. View the
audit committee as the keystone to a successful financial
reporting system. Understand that the audit committee, in
its oversight role of the financial reporting function,
should also oversee the outside auditor relationship and
have a clear understanding of the terms of the engagement.
The audit committee, not company management, should take
responsibility for the selection, compensation terms and, if
necessary, replacement of the outside auditor. According to
New York Stock Exchange and NASD audit committee rules,
their charters must specify that “the outside auditor for
the company is ultimately accountable to the board of
directors and the audit committee of the company” (as
representatives of the shareholders).
Meet regularly with the audit committee.
The outside auditor and audit committee should
meet no less than once a quarter. More frequent meetings are
desirable, and the auditor should feel free to call the
audit committee chair if material issues arise between
scheduled meetings.
Meet privately and directly.
Auditors and audit committees need to have a
frank dialogue about the company’s financial reporting
function. Focus on actual or potential holes in the system
and provide, as necessary, constructive criticism of company
management and even senior executives. One way auditors and
audit committees can ensure a candid and open discussion is
to meet privately, without company management
present—perhaps at the end of regularly scheduled committee
meetings or on a separate occasion.
Encourage the audit committee to avoid the
checklist mentality. Don’t assume a
checklist will have all the answers. Lots of professionals
draft checklists for audit committees to use in their
discussions with auditors, but they should be used
carefully. More important, a list tends to drive
discussions. One can imagine a scheduled one-hour call and a
30-item list: That’s 2 minutes per item—start the timer!
People will be preoccupied with checking boxes, instead of
discussing the critical issues and specific areas of
potential breakdown. There is also the litigation risk.
Lawyers could later use these lists in shareholder suits as
evidence of what the audit committee and auditors did or did
Don’t swamp the audit committee with too much
paper. Minimize the use of paper. Some
professionals recommend extensive written documentation
between the outside auditor and audit committee, and suggest
the dialogue between them should be principally in writing.
This may not be a good idea. It undoubtedly will stifle the
flow of information, as most people find it more difficult
to be candid on paper. Another reason to avoid paper is,
again, concern about its use in litigation.
Charge the client what the audit is worth.
Auditors should be properly compensated.
Quality audits and auditors aren’t cheap. A competent audit,
simply put, is an investment every public company ought to
make. An audit committee should appreciate what a diligently
performed audit by competent staff is worth to a company:
Public knowledge of even a minor accounting irregularity can
cause a company to lose overnight a substantial portion of
its share value. And how does a company even begin to
measure the damage arising from the harm to its reputation,
the loss of access to financial markets and disruption of
activity, let alone the distractions of the inevitable
shareholders’ suits?
LET’S TALK
Once the external auditor has established an effective,
structured relationship with the audit committee, his or her
next step is to make that relationship a genuine part of the
company’s fraud-prevention efforts. Specifically, an auditor
should engage in a candid, probing dialogue with the audit
committee to address the aspects of the financial reporting
function that are most susceptible to improper activity.
There are a number of points the auditor might regularly
discuss with the audit committee.
The financial environment. The
outside auditor, first and foremost, should seek out and
candidly report on the nature of the company’s financial
reporting environment. Is management under too much
pressure? Is there a reluctance to report bad news? Is there
a danger management will tweak results to meet quarterly
earnings expectations? These are the types of questions
auditors and audit committees must ask—they are fundamental
to the prevention and early detection of financial fraud.
Both the law and good business sense require a company
to maintain its books and records in a manner that fairly
reflects corporate transactions and events. An auditor’s
inquiry should include the extent of computerization, its
sophistication, any software inadequacies and overall
staffing. This will help the auditor in other ways as well,
as accounting system problems only make an audit more
difficult.
Managerial bias in applying GAAP.
Another area the auditor should discuss is the
management’s bias in applying GAAP. How GAAP is applied
depends on management’s judgment. What are the areas of
subjectivity? Is management overly aggressive? Overly
conservative? Trying to get it right?
amendments to Statements on Auditing Standards nos. 61,
Communication with Audit Committees, and 71, Interim
Financial Information, require the auditor to share
his or her view on how that judgment is being exercised with
the audit committee. The amendments say the auditor should
discuss with the committee judgments about the quality, not
just the acceptability, of the company’s accounting
principles as applied in its financial reporting. The
amendments also specify this discussion include the
consistency of the company’s accounting policies and the
clarity and completeness of the company’s financial
statements.
Cooperation from company management.
The outside auditor should address with the
audit committee management’s level of cooperation during the
audit or review of quarterly financial information and any
difficulty the auditor encountered. Frequently, a lack of
cooperation and the presence of difficult issues will go
hand in hand. Individually or together, they can be telltale
signs of a broader problem. In particular, a lack of
cooperation can suggest an attitude toward financial
reporting that is inconsistent with an open and obvious
environment.
Unusual revenue or reserve activity.
Financial statement fraud frequently
originates in revenue manipulation. The auditor should look
for revenue recognition patterns that do not match the ebb
and flow of the company’s normal business cycle. Revenue
spikes toward the end of a quarter or other financial
reporting period may be a warning of something out of the
ordinary (see ).
The auditor also should
focus on the level of reserves, not only at yearend but
during the course of the year, to see if there are any
unjustified or unexplained changes. Reserves that are
established or modified almost entirely based on
management’s judgment may warrant particular scrutiny. The
auditor should also review other aspects of the application
of GAAP in which management judgment plays an important
role. The overall goal is for the auditor and the audit
committee to satisfy themselves that any unusual patterns
and deviations flow from business activity and not from a
desire to meet internal reporting targets or analysts’
expectations.
DIGGING FOR INFORMATION
Outside auditors have
not had it easy in attempting to uncover accounting
irregularities. This is because:
Accounting irregularities often start out
small, falling below the radar screen of materiality
thresholds upon which auditors traditionally have focused.
Irregularities frequently involve allocations
over a three-month period, and auditors historically have
had little or no involvement with quarterly financial
statements.
Auditors typically are on the client’s site
only once a year and junior staff members usually perform
the audit—hardly an adequate opportunity to fully understand
a particular corporate environment.
Irregularities tend to arise in areas of
financial reporting that are somewhat hazy to begin with.
Management is undoubtedly aware of the testing
and inquiry auditors will undertake and may design
activities specifically to avoid auditor detection.
Given these impediments, how can the outside auditor
effectively work with a company to prevent accounting
irregularities? The renewed focus on audit committee
oversight, arising from the reports of the blue ribbon
committee and the O’Malley panel, should help. The auditor
is now charged with developing a relationship with the audit
committee that promotes more frank communication in a way
the auditor’s traditional relationship with management did
not. And the kinds of matters the audit committee and
auditor now are required to discuss, such as the
effectiveness of internal accounting controls, also
facilitate fraud prevention (see “New Rules, New
Responsibilities,” JofA, Aug.00, page 53).
EXTRA STEPS MAKE A BETTER AUDIT
Every conscientious
outside auditor will conduct an audit according to GAAS. But
is that enough? The auditor may want to explore with the
audit committee other steps he or she might take, such as
meeting privately with members of management to gain extra
insight into the corporate environment and identify
potential causes of financial misstatements. Are people
reluctant to report bad news?
The SEC requires
registered companies to have an outside auditor review
before filing financial statements included with their
quarterly forms 10-Q. Amended SAS no. 71 established a level
of auditor scrutiny of quarterly information beyond the
quick once-over that historically had been the convention.
In conducting a review under SAS no. 71, the auditor must
consider such matters as significant changes in the internal
control structure, items that appear to be unusual (like
revenue changes that deviate from the company’s historical
trends), changes in accounting practices and changes in
business activities. Although a SAS no. 71 review is not an
audit, it is much more than many companies had been asking
their outside auditors to do. These new requirements are
helpful in preventing fraud.
Also, GAAS now requires
discussion of SAS no. 61 items in conjunction with the
auditor’s quarterly review—not just at yearend. SAS no. 61,
as amended, places the burden on the auditor to communicate
with the audit committee concerning certain specified items,
and under SEC rules implementing the blue ribbon committee
recommendations, the audit committee is required to disclose
whether such discussion occurred. The list of items to be
discussed is extensive. It includes the auditor’s
responsibility under GAAS, significant accounting policies,
management judgments about accounting estimates, significant
audit adjustments, disagreements with management,
difficulties encountered in performing the audit and the
quality—not just the acceptability—of the company’s
application of accounting principles. In the embellished
relationship discussed above, the audit committee and the
outside auditor may find they already have more than
adequately addressed all, or virtually all, the SAS no. 61
items. To the extent they have not, they should make sure
they have considered any remaining items.
AUDITOR INDEPENDENCE
No discussion of the
audit committee’s interaction with the outside auditor is
complete without at least some acknowledgment of the auditor
independence issue. In 1999 the Independence Standards Board
issued ISB Standard no. 1, Independence Discussion with
Audit Committees, requiring the auditor to apprise
the audit committee of all relationships that may bear on
independence. The new rule requires a disclosure in the
company’s proxy statement between the auditor and the audit
committee regarding whether this dialogue has occurred.
Accordingly, the audit committee will be asked to make an
informed judgment as to whether, in the context of a
particular audit, the outside auditor’s independence was
adequately preserved.
At the moment, a collection of
ad hoc rules embodied in GAAS, the AICPA Code of
Professional Conduct, exchange rules and SEC
regulations define “auditor independence.” The definition
undoubtedly will continue to evolve. (For more on this
topic, see ) At this juncture the audit
committee will have to use its own good judgment to
determine whether the outside auditor can and will speak
openly and without influence from senior management.
As long as the company retains and pays the auditor, he
or she will, at some level, be sensitive to its wants and
needs. Both the auditor and audit committee must understand
that thoroughness, candor and zeal are the best criteria by
which to measure audit performance.
Investors rely
on outside auditors to provide an unbiased examination of
numbers to ensure their credibility and gauge a company’s
performance. Outside auditors are one of the cornerstones in
the corporate governance triad charged with the quality of
companies’ financial reporting and accounting controls. When
auditors and audit committees embrace best practices to
fulfill their responsibilities, the quality of public
companies’ information and reporting improves—not just the
audit process.
Build a Bridge to the Internal Audit
Department
W hile the audit committee must
oversee dealings with the outside auditor, it
should also have a strong sense of the challenges
facing the internal auditors. “Contact with the
internal audit department is crucial,” says
Patricia Carbine, chairwoman of the audit
committee of New York Life Insurance Co. Carbine
believes that regular and open communication with
the internal auditors is critical for an audit
committee to develop a meaningful understanding of
a company’s financial reporting systems and
processes. Her own experience and initiatives at
New York Life offer a road map other boards of
directors can follow to foster stronger
relationships between the audit committee and
internal auditor.
Maintain regularly scheduled contact.
“When the audit committee meets four
times a year, we have at the table the general
auditor, the deputy general auditor (members of
internal audit), the head of compliance and other
staff members as needed,” Carbine says. One of the
cofounders of Ms. magazine and the
president of the Ms. Foundation for Education and
Communication, Inc., as well as cofounder of the
Ms. Foundation for Women, Inc., and a veteran of
many not-for-profit boards, Carbine joined New
York Life’s audit committee in 1987 and became
chairwoman in 1989. At that time the committee met
briefly only during the morning of the board of
directors’ meeting, but today it convenes for
three hours the afternoon before those board
meetings. Each of these afternoons ends with
executive sessions that include both internal and
outside auditors but no other company management
representatives. Carbine calls the company CEO
after her committee’s executive sessions to
discuss salient points.
The time involved
is “an indication of how complex the audit
universe has become for audit committees,” she
says. “It’s also an indication of the care and
attention we feel we must give to the issues.”
Keep in touch between meetings.
Carbine also has frequent,
unscheduled contact with Thomas Warga, the
company’s general auditor and head of internal
audit. “We talk about the agendas of upcoming
meetings and have informal discussions about
issues such as regulatory and legal concerns.”
The committee also holds an annual reception
for internal audit staff. “We have actually
visited the audit department as a committee,
wearing nametags, to say hello and have a cup of
coffee together,” Carbine reports. “The members of
the audit department get to meet us and we get to
move around and give the people who labor so
intensely a sense of what we’re like and how much
we appreciate their work.”
Such informal
follow-up to the usual committee business makes an
important difference in the working relationship
between the internal audit staff and the
committee, she believes. Otherwise, Carbine says,
the head of internal audit might be less likely to
speak his or her mind on challenging issues or may
hesitate to bother a committee chairperson with
information that could ultimately prove important.
Ask questions. Carbine
works actively to stay informed of audit issues.
The internal audit staff gives her an annual
presentation on the audit plan after it is
finalized. “I come in midmorning and each senior
department member presents his or her plan for the
year, including scope, staffing, travel plans and
other considerations. I get a very good grasp of
the individuals and how they’re addressing their
responsibilities.” The outside auditors then are
invited in for a working lunch, which gives
Carbine a chance to discuss issues with them as
Don’t work in a vacuum.
Carbine recommends the Institute of
Internal Auditors’ Audit Committee
Effectiveness—What Works Best (2nd
edition). The first edition’s self-assessment
survey allowed her committee to compare its
performance to best practices. Carbine encourages
the general auditor to suggest material—books,
articles or reports—of which she and the committee
should be aware. “We’re always looking for ways in
which we can measure our performance,” Carbine
Use the COSO model. New
York Life’s internal auditor reports follow the
recommendations of the Committee of Sponsoring
Organizations of the Treadway Commission. Carbine
says the department has created “an
extraordinarily effective format, based on the
COSO model, for analyzing and assessing its
internal audit report.” The company’s internal
control evaluations focus on the achievement of
objectives in three categories: effectiveness and
efficiency of operations, reliability of financial
reporting and compliance with applicable laws and
regulations. The reports contain a summary on each
area, then a rating on a scale of 1 to 4. The
ratings are color coded, with green for the best
ratings, yellow for those in the middle and red
for problem areas. These color codes are displayed
in the table of contents, “so we know right away
where the trouble is,” Carbine says.
Know which issues will be raised.
“As chair, I have gotten to know
what areas are of greatest concern to each
committee member,” Carbine says. “I will call the
general auditor beforehand if I know we’re
covering a subject that could be problematic, so
he’s prepared. If the chair of the committee can
articulate in advance what the questions will be,
we’ll do a better job of addressing them.”
Carbine often appears on conference panels with
Warga, and their description of their level of
communication leaves some internal auditors
looking dazed, she says. As a first step for those
who would like to have greater audit committee
involvement, she recommends scheduling an annual
presentation of the audit plan to the committee
chairperson. Alerting the chairperson to articles
or other items of interest is another way of
initiating more regular contact. “The internal
auditor knows the committee chair is a busy person
and doesn’t want to bother him or her,” Carbine
says. “That’s a very understandable attitude, but
it doesn’t make it any easier when you have to
call with bad news.”
Because of the strong
relationship between the audit committee and the
internal audit department, “each side has
benefited greatly,” Carbine says. “We push each
other to see if we’re doing everything the best
way it can be done.”
—Anita Dennis
ANITA DENNIS is a
JofA contributing editor.
Practitioners need to consider several tax planning opportunities to review with their clients before the end of the year. This report offers strategies for individuals and businesses, as well as recent federal tax law changes affecting this year’s tax returns.
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