November Meeting
Tuesday the 7th
Cityplace Conference Center

Corporate Governance
Joint Meeting with the Association of Government Auditors (AGA) Dallas Chapter

Migration of SOX from Project to Process

Jim DeLoach, Protiviti Inc.

There are significant opportunities to improve the sustainability of internal control structures within organizations and increase the cost-effectiveness of the compliance process after filing your initial internal control reports required by the Sarbanes-Oxley Act of 2002 (“SOX”). To manage your transition from “project to process,” companies need an ongoing infrastructure that leverages learning, institutionalizes compliance, meets audit committee expectations and mines the data for “value-added” opportunities and migration to a faster, more efficient close process.

The “project to process” transition requires a structured approach that will help companies evaluate their options for designing the organizational structure that facilitates ongoing compliance. In this session, Jim will discuss various trends occurring in the marketplace around this area and also provides a suggested approach to this difficult transition where internal audit teams can be “front and center” in helping lead their organizations through this change process.

Jim DeLoach, Protiviti Managing Director, is Protiviti’s leader in developing the firm’s market offerings in the governance services space (including SOX compliance) and in enterprise-wide risk management. He chairs Protiviti’s SOX PMO Task Force, which provides oversight to the quality, consistency and growth of the firm’s initiatives to serve clients and go-to-market with respect to SOX offerings. He is co-author of Managing business risk: An integrated approach, published by The Economist Intelligence Unit in 1995, and of numerous articles covering various aspects of business risk assessment and management.

Jim’s book, Enterprise-wide Risk Management: Strategies for linking risk and opportunity, was published by Financial Times in June 2000 and was the first book written on the subject of enterprise risk management. For three years, he served on the COSO Advisory Board that provided advice and guidance to the development of the new Enterprise Risk Management –Integrated Framework issued by COSO in 2004. He is frequently quoted in the press on governance and risk management matters and has delivered numerous presentations on governance and risk management topics to many companies and groups in 26 countries on every inhabitable continent.

Jim also writes The Bulletin, Protiviti’s publication on governance-related issues, and more recently wrote Frequently Asked Questions Regarding the Sarbanes-Oxley Act Executive Certification Requirements and all three editions of Guide to the Sarbanes-Oxley Act: Internal Control Reporting Requirements. He recently wrote Frequently Asked Questions Regarding Enterprise Risk Management, which was published in February 2006.

Current Hot Topics at the PCAOB
Dennis R. Jennings, Public Company Accounting Oversight Board (PCAOB)

With a background of corporate failures, the Sarbanes-Oxley Act of 2002 was passed giving rise to the Public Company Accounting Oversight Board. This session will focus on developments since the inception of the PCAOB with respect to its organizational structure and current issues of interest – “Hot Topics.”

Dennis R. Jennings is a Deputy Director – Inspections, with the PCAOB. His responsibilities include serving as a senior member of the PCAOB’s executive leadership team in Inspections and leading the Dallas Region to help fulfill the Board’s mission of overseeing the auditors of publicly traded companies “in order to protect the interest of investors and further the public interest in the preparation of informative, accurate, and independent audit reports.” Prior to assuming his current position, Dennis was active in the accounting and auditing profession and is retired from PricewaterhouseCoopers where he held numerous leadership roles including co-chairman of a predecessor firm’s energy practice and as a member of PwC’s Global Risk Management Solutions international executive committee where he also led the Global Energy & Mining Practice. He has provided general consulting, accounting and auditing services on an international basis since 1970 to numerous multinational companies in various industries.

Dennis has held numerous leadership roles with such organizations as the Chicago Climate Exchange; North American Petroleum Accounting Conference; Independent Petroleum Association of America; American Petroleum Institute; and the American Institute and Louisiana Society of Certified Public Accountants. He also chaired the Offender Preparation and Education Network, Texas Tech and Tulane University Accounting Advisory Councils and several New Orleans Chamber of Commerce committees while serving as a member of the Chamber’s board of directors. After service as a military advisor to the French and German armies during the Vietnam era, he graduated from Texas Tech University in 1970, Cum Laude, and is the University’s 1997 Distinguished Accounting Alumnus. He is also a 1997 graduate of the Harvard – INSEAD International Business Programme in Fontainebleau, France.

Dennis has been principal co-author of "Petroleum Accounting Principles, Procedures, & Issues 4th & 5th Editions;” contributing author to "Montgomery's Auditing," Eleventh and Twelfth Editions; co-author of "Survey of Accounting Practices in the Oil and Gas Industry," 1994, 1997 and 1999; editor of “Current Developments in Financial Accounting and Reporting” published in the "Petroleum Accounting and Financial Management Journal;" editor of and contributing author to the "Energy Industry Newsletter;" and contributing author to "The Revised Petroleum Accounting Rules.” He has also authored numerous other sustainability and risk management articles and is a frequent speaker on various industry issues.

The Role of Internal Auditing in Sustainable
Development and Corporate Social Reporting
2006 Esther R. Sawyer Winner Tiffany Daykin

Tiffany Daykin has a Chemical Engineering degree from the University of Texas at Austin, and is currently in the MBA program at UT Dallas, graduating in spring 2007. Tiffany has worked as a software consultant for six years with five years experience focused in the oil and gas (accounting) industry. She left software development to become an engineering consultant for a company called Nexidea. Currently, she is working as an associate at Nexidea and participating and consulting in projects for international refineries.

The Esther R. Sawyer Scholarship Award is granted annually to an individual entering or currently enrolled in a graduate program in internal auditing at an Internal Auditing Educational Partner school, based on submission of an original manuscript. The award honors Esther Sawyer, who was not an internal auditor, but was an avid proponent of internal audit curricula in colleges and universities and promoted internal auditing as a lifetime career.

2006 Award Topic:

Social responsibility reporting by publicly traded companies has become an expected part of doing business on a global scale. The IIA's Standard 2130 on Governance states that internal auditing "should contribute to the organization's governance process by evaluating and improving the process through which:

1. Values and goals are established and communicated
2. The accomplishment of goals is monitored
3. Accountability is ensured
4. Values are preserved.”

What is the role of internal auditing in sustainable development and corporate social reporting?