Corporate Governance and Controls Assessments

The Securities Practice Group routinely assesses the effectiveness of clients’ corporate governance structures as well as financial reporting and related internal controls, internal audit functions, and corporate regulatory and compliance policies and procedures.  Our professionals also help clients improve and refine their corporate governance and controls systems.  We conduct assessments of individual programs as well as enterprise-wide reviews.     

Representative Assignments

• In connection with an SEC investigation and a related bank inspection of a large multi-state diversified financial holding company, Promontory conducted a comprehensive review of the company’s enterprise-wide control and risk-management environment.  The SEC’s investigation centered on whether the company prepared its financial statements using accounting principles that were not in conformity with GAAP.  As a condition of settling the various regulatory inquiries, Promontory’s team reviewed and analyzed the company’s (1) governance and management structure, (2) internal audit and control functions, (3) regulatory reporting, and (4) risk-management structure, including compliance and financial reporting and accounting systems.  Promontory prepared four reports — submitted to the client and the government — outlining our findings and detailing our recommendations to strengthen the company’s control environment.

• For a large, global SEC registrant, Promontory conducted a comprehensive, company-wide review of the effectiveness of its compliance and ethics program.  We evaluated the program based on standards established by the U.S. sentencing guidelines and industry best practices.  We assessed the compliance and ethics program’s (1) policies, procedures, and systems, (2) governance, supervisory, and operating structures, (3) training, (4) monitoring, auditing, and periodic risk assessments, and (5) promotion and enforcement.  Promontory submitted a report to the company’s board of directors that outlined our findings and detailed our recommendations to strengthen the company’s compliance and ethics program.

• Promontory assessed a publicly traded bank holding company’s programs for corporate governance, enterprise-wide compliance, and internal audit.  We presented our findings and recommendations to the company’s board of directors, and delivered to senior management detailed action plans to implement our recommendations.  At the request of the client, we also presented our findings and recommendations to the company’s regulators.

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For more information regarding the Promontory Securities Practice Group, please contact Kathleen Hamm, Managing Director, at (202) 384-1022 or khamm@promontory.com