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About UsNeed for the Association Public company audit committees are under increasing pressure from shareholder groups and government regulatory authorities to oversee public company management in order to prevent corporate corruption. Audit committees of public companies have been given an array of new powers and responsibilities under the Sarbanes-Oxley Act of 2002 and rules adopted or to be adopted by the Securities and Exchange Commission, the New York Stock Exchange, and the Nasdaq Stock Market. Audit committee members must not only fully understand these new powers and responsibilities, they must develop best practices in exercising them in an environment where little clear guidance exists and where new developments occur on almost a weekly basis. Audit committee members can protect themselves against personal liability by developing and implementing policies and procedures which represent national best practices. The Association of Audit Committee Members, Inc. (the "Association"), a non-profit organization, was formed to assist audit committee members in meeting these challenges through an organization independent of the public companies they serve, independent of any accounting firms, and controlled predominately by chairmen of audit committees. Mission Statement The Association promotes the professional interests of individuals who serve as members of public company audit committees by:
Form of Organization The Association is a Delaware not-for-profit entity intended to qualify under Section 501(c)(6) of the Internal Revenue Code of 1986. Funding The principal source of funding for the organization will be member dues, which will be paid by the companies on whose audit committees Association members serve. Dues for members are $1,250 per year, per company (includes all directors and management). Additional funding may be obtained from corporate sponsorships, sales of publications, and advertising revenue. Member BenefitsThe Association offers a number of benefits to members to enable them to carry out their obligations as audit committee members on an informed basis. Specific benefits include:
The Association may also advocate on behalf of audit committees in connection with legislative and regulatory proposals affecting audit committee members. Insurance SavingsThe Association has been advised that savings on director and officer liability policies may be obtainable from a number of insurers for participation by audit committee members in Association educational activities. The following are the names of three insurance brokers whom we have been advised may be able to secure such savings: Armfield, Harrison & Thomas David L. Schaefer, CPCU, RPLU, Principal Toll Free: 800-648-4807 o Phone: 703-737-2222 Cell: 703-868-9178 o Fax: 703-771-1852 dschaefer@ahtins.com The Association has been advised by David L. Schaefer that his firm has developed a proprietary corporate governance program for public companies entitled "Ensuring Integrity", and that several of his firm's underwriting relationships have committed to providing preferred director and officer liability insurance pricing, coverage terms and capacity for companies that participate in this program. The Association has also been advised that activities of audit committee members in the Association are consistent with this proprietary corporate governance program. Frank Crystal & Company Frank Crystal offers a distinct alternative in insurance brokerage: the client-centric approach of a boutique with the resources and specialty expertise of a larger firm. Frank Crystal has significant expertise in the specialized insurance coverages needed to address corporate liability exposures. Our experienced Professional Liability brokers understand the coverages available in the marketplace and maintain close relationships within the underwriting community. These relationships allow us to achieve the insurance objectives of our clients and to obtain the broadest, most competitive terms, conditions and pricing for members of the Association. Willis Group Ltd. A representative of Willis Group Ltd has advised us that membership in the Association is "an important risk management consideration in negotiating rates with underwriters." Board of DirectorsRoderick M. Hills, the former Chairman of the Securities and Exchange Commission, and the Chairman of the audit committee of Chiquita Brands International, Inc. (NYSE), serves on the Board of Directors. During his distinguished career, Mr. Hills has served as chairman of numerous audit committees and, as SEC Chairman, was a pioneer in the development of the audit committee. (Resume) Frederick D. Lipman, lead author of "Audit Committees", published by The Bureau of National Affairs, Inc., Washington, DC, and a partner of Blank Rome LLP, is a board member. Mr. Lipman has taught corporate finance, accounting and securities law at the University of Pennsylvania Law School for 10 years and has taught in the MBA program at the Wharton School of Business. He has served as a director of a public company and a member of an audit committee. Mr. Lipman has appeared on CNN, CNBC and the Bloomberg network as a national commentator on business topics. His portfolio entitled "Audit Committees" (consisting of approximately 740 pages) is the most comprehensive treatment of this subject currently published and is used by attorneys nationally who advise public company audit committees. Mr. Lipman is also the author of seven other books, including: Going Public (Prima Publishing, 1994, named on of the ten favorite business books by Your Company magazine, a publication of American Express), The Complete Guide to Valuing and Selling Your Business (Prima Publishing, 2001), and Venture Capital and Junk Bond Financing (ALI/ABA, 1996). Mr. Lipman graduated from Harvard Law School in 1960. (Resume) (Bio) Allen R. Freedman is the former CEO and Chair of Fortis, Inc. (owner of American Bankers Insurance Group and Fortis Funds, with over $24 billion in assets and 11,000 employees) and is or has been the Chair of several audit committees. (Bio) Richard W. Roedel Richard W. Roedel was from 1999 to 2000 Chairman and Chief Executive Officer of BDO Seidman, LLP, the US member firm of BDO International. Before becoming Chairman and Chief Executive Officer he was the Managing Partner of BDO Seidman's New York Metropolitan Area from 1994 to 1999, the Managing Partner of its Chicago office from 1990 to 1994 and an Audit Partner from 1985 to 1990. In October 2002 he joined the Board of Directors of Take-Two Interactive Software, Inc where he served in several capacities, including Chairman and Chief Executive Officer, until June 2005. Mr. Roedel is currently the member of the Board of Directors and Chairman of the Audit Committees of two NASDAQ traded companies; Brightpoint, Inc. (CELL) and Dade Behring Holdings, Inc. (DADE). He is also a member of the Board of Directors of IHS, Inc. which has recently filed a registration statement for the initial public offering of its stock, and a Member of the Board of Directors of the Association of Audit Committee Members, Inc., a not-for-profit organization dedicated to strengthening the audit committee by developing best practices. Board of Advisors Tom Selling is currently an Associate Professor of Accounting at the American Graduate School of International Management in Arizona and previously was a member of the staff of the Office of Chief Accountant of the SEC and a Academic Accounting Fellow. Tom was previously an Associate Professor of Accounting at the Amos Tuck School of Business Administration of Dartmouth College, the Babcock Graduate School of Management of Wake Forest University and the Sloan School of Management at Massachusetts Institute of Technology. Ernest Ten Eyck is the founding partner of Ten Eyck Associates, P.C., now a part of FTI Consulting, Inc., and is an accounting professional with more than 30 years of experience in public accounting, consulting and at the SEC. Mr. Ten Eyck has six years' experience at the SEC. As assistant chief accountant, he was responsible for monitoring activities of the AICPA's Auditing Standards Board, drafting interpretations governing financial reporting and implementation of federal securities laws, drafting rules under the Foreign Corrupt Practices Act and directing investigations of major transactions of public corporations and the adequacy of auditing procedures performed by public accounting firms. Mr. Ten Eyck served a three-year term on the Auditing Standards Board, served as chairman of two AICPA task forces, and has been a member of the accounting faculty of American University. Contact AACMI For additional information about AACMI, contact:
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