| |
|
Governance
| Minutes
of: |
Executive
Committee Meeting |
|
| Date
& Time: |
Wednesday,
May 18, 2005, 9:18 a.m. to 2:18 p.m. |
| Location: |
NYSSCPA
Offices, 3 Park Avenue, 18th Floor, Room 1 |
| Presiding Officer: |
John
J. Kearney, President |
| Executive
Committee Members Present: |
Stephen
F. Langowski, President-Elect
Peter L. Berlant, Vice President
Katharine K. Doran, Vice President
Raymond M. Nowicki, Secretary
Arthur Bloom, Treasurer
Andrew Cohen
|
Neville
Grusd*
Raymond P. Jones
Deborah L. Bailey-Browne
Richard E. Piluso
Louis Grumet, Executive
Director
|
| Executive
Committee Members Absent |
Andrew
M. Eassa, Vice President
Nancy A. Kirby
|
|
| Staff
Present: |
Joanne
S. Barry
Adam Cheung
Robert H. Colson
William Pape
|
Alan
Schmelkin
Paul L. Sinegal
James A. Woehlke
|
*participated
via phone
M I N U T E S
| 05–
B – 0
Call to Order
|
Noting that a quorum was present,
President Kearney called the meeting to order at 9:18 a.m.
President Kearney then appointed Art Bloom as acting secretary
until Secretary Nowicki’s arrival later in the meeting. |
| 05
– B – 1
Minutes
|
a.
Approval of Minutes of February 10, 2005 Meeting
President
Kearney asked Executive Committee members if they had any
amendments to the minutes of the February 10, 2005 Executive
Committee meeting. There being none, Mr. Piluso moved to
approve the minutes as presented and President-elect Langowski
seconded the motion. The motion passed unanimously. Messrs.
Berlant and Nowicki did not participate in the vote.
b.
Minutes of April 21, 2005 Board of Director Meeting for
Information Only
President
Kearney referred the committee to the draft minutes of the
April 21, 2005 Board of Directors meeting for its information.
|
|
05
– B – 2
President’s Report
|
a.
AICPA Council Meeting
President
Kearney reported on several topics anticipated to be hot
issues at the upcoming AICPA Council Meeting in Washington
D.C., including peer review, peer review transparency and
private company financial statements. He noted that the
AICPA was not expected to vote on peer review transparency
because many participating members felt the peer review
system itself needed to fixed. He added that the AICPA had
appointed a task force to look into ways of addressing problems
in the peer review system.
b.
Annual Dinner Update
Mr.
Schmelkin gave an update on the Society’s Annual Dinner
at the Marriott Marquis, which was scheduled to draw approximately
200 persons that evening. President Kearney encouraged all
Executive Committee members to attend this important event.
c.
FAE Update
President
Kearney reported that the FAE Trustees elected five new
Trustees for the 2005-2006 year from a list of ten nominees
recommended by the Society Board. Elected were Arthur Bloom,
Elliot L. Hendler and Scott J. Jaffee, who each received
three-year terms; Peter K. Maier, who received a two-year
term; and D. Edward Martin who received a one-year term.
President Kearney noted that FAE’s officers would
be elected from amongst the 2005-2006 Trustees at their
first meeting in the new year. An orientation for the five
newly-elected Trustees would be held the following Tuesday.
President
Kearney reported that the FAE Trustees unanimously approved
a draft affiliation agreement which contractually outlines
the obligations and expectations of FAE’s and NYSSCPA’s
relationship on a number of financial, administrative, staffing
and other logistical and legal issues. This agreement would
be brought to the 2005-2006 NYSSCPA Executive Committee
and Board for their review and deliberation. In addition,
FAE unanimously approved a revised corporate purpose.
President
Kearney reported that the FAE Trustees unanimously approved
a contract for audio-visual services under the FAE contract
approval policy because the anticipated yearly expenditures
under the contract exceeded a $100,000 approval threshold.
President
Kearney then called upon Mr. Schmelkin to give an overview
of FAE conference highlights. Mr. Schmelkin noted that the
month of May had several successes including the Business
Valuation Conference, which garnered over 160 attendees,
and the Broker Dealer Conference which had 212 registrants.
In addition, Mr. Schmelkin noted that the Estate Administration
Conference appeared to be on budget and that enrollment
in the Entertainment & Sports Conference was strong.
|
05
– B – 3
President-elect’s Report
|
a.
Quality Enhancement Policy Committee Update
President-elect
Langowski reported that the Quality Enhancement Policy Committee
(QEPC) would be assembling a “thought piece”
based on its discussions during the year regarding professional
quality.
b.
COAP Fundraising Update
President-elect
Langowski announced that the commemorative journal for the
annual Board dinner raised approximately $85,000 in advertising
revenue, all going towards funding of the Career Opportunities
in the Accounting Profession program.
c.
2005 Annual Leadership Conference
President-elect
Langowski reminded Executive Committee members that the
2005 Annual Leadership Conference would be returning to
the Sagamore Resort, in Bolton Landing, New York from July
10 to July 12. He announced that the keynote speaker would
be New York State Assemblyman Richard Brodsky.
|
05
– B – 4
Vice Presidents’ Reports
|
a.
Reports on Chapters
Vice
President Doran gave a report on the last chapter presidents’
conference call of the 2004-2005 year. She noted that the
participating chapter presidents were supportive of the
membership dues increase approved by the Board in April.
President
Kearney thanked Vice Presidents Doran and Eassa for their
service as officers during the 2004-2005 year.
b.
Recent Society Comments
Mr.
Berlant reported that the Society had issued the following
sets of comments as follows:
-
Comments submitted to the AICPA by the NYSSCPA Auditing
Standards and Procedures Committee, chaired by Mark Mycio,
regarding Proposed Statement on Auditing Standards, “Defining
Professional Requirements in Statements on Auditing Standards”
and Proposed Statement for Attestation Engagements, “Defining
Professional Standards for Attestation Engagements”;
dated May 11, 2005;
- Comments
submitted to the AICPA by the NYSSCPA Auditing Standards
and Procedures Committee, chaired by Mark Mycio, regarding
Auditing Standards Board Proposed Statement on Auditing
Standards: Audit Documentation; dated May 11, 2005; Principal
Drafters: Lawrence E. Nalitt, George I. Victor and Robert
N. Waxman; and
-
Comments submitted to the PCAOB by the NYSSCPA Auditing
Standards and Procedures Committee, chaired by Mark Mycio,
regarding PCAOB Release No. 2005-002 – Proposed
Auditing Standard – Reporting on the Elimination
of a Material Weakness; dated March 31, 2005.
Vice
President Berlant noted that the Society commented on a
broader number of issues during the 2004-2005 year than
in previous years, and that the number of committees that
issued comments had tripled. He commended the comments’
authors and respective committees for outstanding work.
President
Kearney thanked Mr. Berlant for his service as Vice President
during the 2004-2005 year.
|
05
– B – 5
Treasurer’s Report
|
Financial
Statement for Eleven Months Ending April 30, 2005
Treasurer
Bloom reported on the financial statement for eleven months
ending April 30, 2005, noting that the Society realized
an approximately $716,000 increase in net assets and that
the statement reflected no major deviations from budget.
He anticipated that the Society would finish the fiscal
year 2005 better than budget.
|
05
– B – 6
Executive Director’s Report
|
Mr.
Grumet announced that meetings were scheduled to take place
in Washington D.C. with representatives of Forbes
and Newsweek magazines regarding the paper developed
by the NYSSCPA Committee on Practical Reform for the Tax
System, chaired by David A. Lifson. Meetings were also set
up with top staff persons working in the offices of U.S.
Senator Clinton and Representatives Rangel and Reynolds.
The paper had also been submitted to several other government
officials.
Mr. Grumet noted that 30 reporters were
expected to attend the Society-sponsored course on how to
understand financial statements to be held in Washington
D.C. He noted that the course would be taught by former
Society President Nancy Newman-Limata and incoming Treasurer
Neville Grusd.
Mr. Grumet reported that the New York State
Senate Committee on Education and the Professions unanimously
sent Society-sponsored legislation to the floor for debate,
and that the Assembly was expected to introduce its own
bill. Mr. Grumet stated that the Assembly bill was not anticipated
to include the 120 hours/three years CPE requirement, but
would include language on peer review.
Mr. Grumet reported that a handbook on how
to perform school district audits had been developed by
the State Education Department (SED) in conjunction with
the Society’s public schools committee and the New
York State Comptroller’s Office. He stated that he
had sent a letter to the SED with a copy to the Comptroller’s
Office suggesting that the latest update of the handbook
not be released until the legislature finished its consideration
of school district auditing. Mr. Grumet’s letter further
indicated that if SED chose to go forward with the update,
the Society did not wish to be listed as a co-sponsor of
the handbook.
Mr.
Grumet announced that several awards were given to reporters
for excellence in financial journalism at a Society luncheon.
Mr. Grumet reported that $500,000 of the
Society’s security deposit on its former office location
on 5th Avenue had been received from the landlord, and that
the remainder of approximately $90,000 plus interest was
anticipated shortly.
Mr. Grumet reported that member dues notices
had gone out later than usual this year because Board approval
was required before the Society could implement a dues increase.
He noted that approximately $180,000 in dues revenue had
been received to date.
|
05
– B – 7
Secretary’s Report
|
a.
Committees Update
Secretary
Nowicki reported on Society Committees and plans to develop
new committee divisions in the areas of student placement
and recruiting, as well as public and government oversight.
b.
Report of the Nominating Committee
Secretary
Nowicki reminded Executive Committee members that the following
individuals were nominated for, and expected to be elected
that evening to, the NYSSCPA positions set opposite their
names:
| Thomas
E. Riley |
President-elect |
| Victor
S. Rich |
Vice
President |
| Susan
R. Schoenfeld |
Vice
President |
| Stephen
P. Valenti |
Vice
President |
| Raymond
M. Nowicki |
Secretary
(second term) |
| Neville
Grusd |
Treasurer
(first term) |
| Debbie
A. Cutler |
Director-at-large |
| Joseph
M. Falbo, Jr. |
Director-at-large |
| Beatrix
G. McKane |
Director-at-large |
| Ian
M. Nelson |
Director-at-large |
| Jason
M. Palmer |
Director-at-large |
|
Daniel M. Fordham |
Director
(Adirondack Chapter) |
| Myrna
L. Fischman |
Director
(Brooklyn Chapter) |
| Richard
Zerah |
Director
(Nassau Chapter) |
| Ellen
L. Williams |
Director
(Rochester Chapter) |
| Anthony
J. Tanzi |
Director
(Staten Island Chapter) |
| Robert
T. Quarte |
Director
(Suffolk Chapter) |
President
Kearney thanked Secretary Nowicki for his hard work as Secretary
during the 2004-2005 year, noting that his term as Secretary
was expected to continue through the 2005-2006 fiscal year.
|
05
– B – 8
Oversight Committee Chairs
|
The Chairs of
the Oversight Committee gave updates on their committee
areas as follows:
Paul
Warner, Accounting and Auditing Division
Maryann Winters, Tax Division
Ed Halas, Industry Division
Marty Leventhal, Consulting Services
Phil Chenok, Future of the Profession Division
The
presentations were well-received.
|
05
– B – 9
Committee Action Plans
|
a.
A&A Professional Values
A discussion
ensued with respect to the Accounting and Auditing Professional
Values Committee’s action plan and its potential for
overlap with the Quality Enhancement Policy Committee. President-elect
Langowski suggested that committee’s name be changed
to the Professional Compliance Committee, and the Executive
Committee agreed by consensus.
President-elect
Langowski then moved to defer approval of the newly-renamed
Professional Compliance Committee’s action plan until
the potential for overlap between ethics and compliance
with the Quality Enhancement Policy Committee can be fleshed
out at the leadership conference. Secretary Nowicki seconded
the motion. The motion passed unanimously. Messrs. Grusd,
Jones and Berlant did not participate in the vote.
b.
CPA Exam Task Force
President-elect
Langowski noted that he had appointed Robert Kawa of Le
Moyne College to chair the CPA Exam Task Force, which was
charged with reviewing, commenting and acting as a resource
to membership on issues surrounding the Uniform CPA Examination
and to liaise with relevant agencies and organizations.
After a brief discussion, the CPA Exam Task Force action
plan was approved by consensus.
|
05
– B – 10
Public Relations Committee CAP
|
Secretary
Nowicki noted that he had spoken with the Public Relations
Committee regarding the need for direct Executive Committee
control over public relations through the Society’s
communications department. A brief discussion ensued.
Secretary
Nowicki then moved to discontinue the Public Relations Committee,
and Mr. Berlant seconded the motion. The motion passed unanimously.
Mr. Piluso did not participate in the vote.
|
05
– B – 11
Membership Report
|
Mr.
Pape presented the Membership Report which included 168
new members (including 35 new associate members), 12 reinstatements,
92 deaths, and 3 resignations. These changes reflected a
total membership of 30,070 as of May 18, 2005, as compared
with 29,544 at approximately the same time the previous
year. Secretary Nowicki suggested the stratification of
data at certain breakpoints, and staff agreed to implement
the suggestion.
Mr.
Cohen moved to approve the Membership Report, and President-elect
Langowski seconded the motion. The motion passed unanimously
Messrs. Grusd, Jones and Berlant did not participate in
the vote.
|
05
– B – 12
Contract Approval
|
President
Kearney called upon Mr. Sinegal to give a summary of two contracts
for which staff was seeking Executive Committee approval under
the Society’s contract approval policy. Mr. Sinegal
noted that the expense of each contract was reasonably expected
to total $100,000 or more during the twelve-month period following
each contract’s effective date, thus triggering the
need for full Executive Committee approval. He then summarized
each contract as follows:
1.
Cadmus Specialty Publications Contract for printing and
distribution of The CPA Journal.
Mr.
Sinegal stated that staff had negotiated a three-year
renewal contract with Cadmus Specialty Publications for
the purposes of printing and distributing The CPA
Journal. Although the expiring contract would continue
automatically year-to-year, the newly-drafted renewal
contract offered discounted publication costs for a more
competitive relationship when compared to similar vendors.
It
was noted that staff had sought competitive bids from
other companies, neither of which resulted in significant
savings over what Cadmus was offering under the renewal
contract.
2.
Evergreen Printing & Publishing Co., Inc. Contract for
printing and distribution of The Trusted Professional
Mr.
Sinegal noted that Evergreen Printing and Publishing Co.,
Inc. (“Evergreen”) had been responsible for
the printing and distribution of “The Trusted
Professional” for a number of years, and staff
thought it prudent that a written agreement be agreed
upon so that the parties’ respective interests were
afforded more protection. The draft contract presented
was pending final agreement on wording with Evergreen.
It
was noted that staff was limited in its options for competitive
quotes due to the relatively small size and distribution
of the newspaper and the relative lack of vendor interest.
One viable company offered a quote which was substantially
more than the Evergreen contract.
President-elect
Langowski moved to approve both contracts and Ms. Bailey-Browne
seconded the motion. The motion passed unanimously. Messrs.
Grusd, Jones and Berlant did not participate in the vote.
|
05
– B – 13
Executive Session
|
An executive session was held
regarding a personnel matter. |
05
– B – 14
Adjournment
|
There being no further business,
the Executive Committee adjourned at 2:18 p.m. |
Respectfully
submitted,
Raymond M.
Nowicki
Secretary
Arthur Bloom,
Acting Secretary
|
|