PCAOB Announces Panelists for March 6 Virtual Roundtable on NOCLAR Proposal

Participants include broad range of investors, auditors, audit committees, issuers, experts, and more

Washington, DC, Mar. 4, 2024

Public Company Accounting Oversight Board (PCAOB) staff has announced the participants for a public virtual roundtable regarding their proposal to amend PCAOB auditing standards related to the auditor’s responsibility for considering a company’s noncompliance with laws and regulations (NOCLAR). The roundtable will take place on Wednesday, March 6, 2024, from 9:30 a.m. – 5:00 p.m. ET.

The roundtable will be co-chaired by Barbara Vanich, the PCAOB’s Chief Auditor and Director of its Office of the Chief Auditor (OCA), and Dr. Martin C. Schmalz, the PCAOB’s Chief Economist and Director of its Office of Economic and Risk Analysis (OERA), with support from Dr. Karthik Ramanna, who serves as an adviser to OCA while on leave from Oxford University.

Agenda: Roundtable Discussion of Proposed Amendments to PCAOB Auditing Standards Related to a Company’s Noncompliance with Laws and Regulations (NOCLAR)

Wednesday, March 6, 2024

For specific questions to be addressed and additional background information on the topics listed below, please find a PCAOB staff briefing paper here.
Learn more about how to watch the Roundtable here.

9:30 a.m. – 11:30 a.m.	Panel I – Identification Topics: Threshold for Identification of Laws and Regulations Direct Illegal Acts vs. Indirect Illegal Acts Panelists: Find Full Bios Here D. Keith Bell, Senior Vice President, Finance, The Travelers Companies, Inc. Doug Carmichael, Claire and Eli Mason Professor, Baruch College, CUNY John Coates, John F. Cogan, Jr. Professor of Law and Economics, Harvard Law School Brian T. Croteau, U.S. Chief Auditor and Auditing Services Leader, PricewaterhouseCoopers (PwC) Robert J. Jackson, Jr., Professor of Law and Co-Director of the Institute for Corporate Governance and Finance, New York University School of Law R. Brad Martin, Vice Chairman, FedEx Corporation Kyle Owens, Partner, Auditing Standards, Crowe LLP Christian Peo, National Managing Partner, Audit Quality and Professional Practice, KMPG Sandra J. Peters, CPA, CFA Institute Senior Head, Advocacy and Regulatory Relations Lynn Turner, Senior Advisor, Hemming Morse
11:30 a.m. – 12:30 p.m.	Break
12:30 p.m. – 2:30 p.m.	Panel II – Considerations for an Auditor’s Assessment of Noncompliance and Other Legal Considerations Topics: Competence to Assess Relevant Noncompliance with Laws and Regulations Concerns Regarding Potential Waiver of Attorney-Client Privilege Panelists: Find Full Bios Here Doug Carmichael, Claire and Eli Mason Professor, Baruch College, CUNY John Coates, John F. Cogan, Jr. Professor of Law and Economics, Harvard Law School Emily Fitts, Partner, Deloitte & Touche LLP Robert J. Jackson, Jr., Professor of Law and Co-Director of the Institute for Corporate Governance and Finance, New York University School of Law Josh Jones, Americas Director of Audit and Chief Auditor, Ernst & Young Carole McNees, CPA, Director of Quality Management, Ethics and Assurance Policy, Plante Moran Lynn Turner, Senior Advisor, Hemming Morse Alan J. Wilson, Partner, WilmerHale, Chair of the Law and Accounting Committee of the American Bar Association (ABA) Business Law Section
2:30 p.m. – 3:00 p.m.	Break
3:00 p.m. – 5:00 p.m.	Panel III – Economic Impacts Topics: Benefits and Costs of Proposal Panelists: Find Full Bios Here Brian T. Croteau, U.S. Chief Auditor and Auditing Services Leader, PricewaterhouseCoopers (PwC) Colleen Honigsberg, Professor of Law, Stanford Law School Jonathan Karpoff, Washington Mutual Endowed Chair in Innovation and Professor of Finance, University of Washington Dennis McGowan, Vice President, Professional Practice, Center for Audit Quality Carole McNees, CPA, Director of Quality Management, Ethics and Assurance Policy, Plante Moran Laura Posner, Partner, Cohen Milstein Sellers & Toll PLLC Tom Quaadman, Executive Vice President, U.S. Chamber of Commerce Center for Capital Markets Competitiveness (CCMC), the Chamber Technology Engagement Center (C_TEC), and the Global Innovation Policy Center (GIPC) Brandon Rees, Deputy Director of Corporations and Capital Markets, AFL-CIO Bob Temple, General Counsel & Secretary, NuScale Power Corporation Luigi Zingales, Distinguished Service Professor of Finance, University of Chicago

Open Comment Period

In light of the roundtable, the Board reopened the comment period through March 18, 2024.

Commenters are encouraged to specifically consider the questions and topics included in the roundtable briefing paper, and commenters are welcome to address any aspect of the proposal. Commenters are asked to provide reasoning and relevant data supporting their views.

On June 6, 2023, the PCAOB issued for public comment a proposal that would amend PCAOB auditing standards related to the auditor’s responsibility for considering a company’s NOCLAR, including fraud. If adopted, the proposal would strengthen auditor requirements to identify, evaluate, and communicate possible or actual noncompliance with laws and regulations. The previous public comment period closed August 7, 2023, and all comments are available on the PCAOB website.

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About the PCAOB

The PCAOB is a nonprofit corporation established by Congress to oversee the audits of public companies in order to protect investors and further the public interest in the preparation of informative, accurate, and independent audit reports. The PCAOB also oversees the audits of brokers and dealers registered with the Securities and Exchange Commission, including compliance reports filed pursuant to federal securities laws.

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