Background Richard H. Girgenti has more than 40 years of experience both nationally and globally conducting investigations, helping assess, design and implement compliance programs and fraud risk management advisory services to public and private corporations, as well as government entities and not-for-profit organizations. He has extensive experience serving as an Independent Integrity Monitor in a variety of industries as a result of plea and settlement agreements with the government. Mr. Girgenti has served as the US and Americas leader for KPMG’s Forensic Advisory Services and is a member of the firm’s Global Forensic Advisory Committee. He serves as the Executive Sponsor for the KPMG Compliance Transformation initiative and Chief Compliance Officer RICHARD H. GIRGENTI Exchange. Principal Mr. Girgenti has also served as a member of the Board of Directors for KPMG LLP KPMG LLP and the Americas. He has chaired the Board’s Governance Task 1350 Avenue of the Americas New York, NY 10019 Force, Professional Practice and Ethics & Compliance, and Nominating Committees. He has also served as a member of the Audit & Finance and Tel 212 872 6953 Fax 212 409 8845 Pension Committees. [email protected] Mr. Girgenti is the co-author of two books: The New Era of Regulatory Enforcement: A Comprehensive Guide for Raising the Bar to Manage Risk (McGraw-Hill, April 2016) and Managing the Risk of Fraud and Misconduct: Function and Specialization Meeting the Challenges of a Global, Regulated and Digital Environment Mr. Girgenti specializes in fraud, misconduct (McGraw-Hill, March 2011). and regulatory investigations, fraud risk management, and compliance and monitoring advisory services in the private and public sectors. Professional and Industry Experience Prior to joining KPMG, Mr. Girgenti held a number of high-level legal and Professional Associations law enforcement positions. He served as New York State Director of American Bar Association Criminal Justice and Commissioner of the Division of Criminal Justice Services, where he oversaw and coordinated the policies and initiatives of New York State Bar Association all of the state’s criminal justice agencies and worked closely with all New York City Bar Association federal and state law enforcement agencies. In that role, he conducted an Association of Certified Fraud extensive investigation of a major civil disturbance and issued an acclaimed Examiners report on the response of the police department and city administration. He is a former veteran state prosecutor in the Office of the Manhattan District Education, Licenses & Certifications Attorney, where he handled investigations, trials, and appeals in both the Juris Doctor, Georgetown University state and federal courts, including investigations and prosecutions of white Law Center collar, violent and major narcotics organized crime cases. Bachelor of Arts, Seton Hall University Sample Client Engagements Licensed Attorney, New York State Admitted to Practice, Supreme Court of Conducted fraud and misconduct investigations and risk assessments the State of New York; United States for major public sector organizations and multi-national corporations in District Court, Southern District of New York; and US Court of Appeals, Second all areas of operations, including purchasing, sales and inventory and Circuit involving all major industries within the Fortune 500. Certified Fraud Examiner (CFE) Led investigations of financial reporting fraud allegations with major public companies, including the improper recognition of revenue, the improper restructuring of loans, improper reserving for bad debt and other restructuring charges. Conducted international investigation of suspected multi-million dollar ©2017 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative Page 1 of 11 (“KPMG International”), a Swiss entity. All rights reserved. RICHARD H. GIRGENTI Principal Board of Director Activities supply chain diversion of key components for a global Fortune 100 telecommunications company. National Association of Corporate Directors (NACD), New York Chapter Served as an independent monitor overseeing consent decrees, International Association of Independent settlements and pleas entered into with government regulatory and Inspector Generals prosecutorial agencies. Citizen Crime Commission of New York City Appointed by New York City Department of Investigation as Integrity John Jay College of Criminal Justice Monitor, as part of NYC/FEMA Rapid Response and Build It Back Foundation Programs, for the repair of homes damaged by Superstorm Sandy. Fund for Modern Courts Appointed by New York City Department of Investigation as Integrity Economic Crime Institute (Emeritus) Monitor to oversee the implementation of the City’s Emergency Communications Transformation Program (911). Advisory Board Activities Oversaw investigations of alleged bribes and kickbacks involving Strategic Advisory Committee, Global former City officials, contractors and public utility employees, and Cyber Alliance made recommendations for internal control improvements. Conducted investigation for multi-national company involving Awards improper reimbursements and tax avoidance. Theodore Roosevelt Leadership Award (The Citizens Crime Commission of Oversaw the review and assessment of the ethical culture of a large New York City) public utility and recommended areas for improvement. Ellis Island Medal of Honor Oversaw and coordinated assistance to a multinational oil and gas Hogan Morgenthau Award company in establishing a claims process and in reviewing New York State District Attorney’s Association Award procurement risks and disbursements growing out of a major oil spill and subsequent recovery efforts. Publications and Speaking Engagements Former adjunct professor, law school lecturer and instructor for trial advocacy. Publishes extensively on a wide range of criminal justice, white collar and fraud related topics. Lectures frequently and conducts training programs and workshops on all aspects of fraud investigations and the evaluation, development and implementation of integrity programs. Analyst and consultant for television, radio and print media. ©2017 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative Page 2 of 11 (“KPMG International”), a Swiss entity. All rights reserved. RICHARD H. GIRGENTI Principal Books Richard H. Girgenti and Timothy P. Hedley, The New Era of Regulatory Enforcement: A Comprehensive Guide for Raising the Bar to Manage Risk (New York: McGraw-Hill Global Education Holdings, LLC, April 2016). Richard H. Girgenti and Timothy P. Hedley, Managing the Risk of Fraud and Misconduct: Meeting the Challenges of a Global, Regulated, and Digital Environment (New York: The McGraw-Hill Companies, Inc., March 2011). Articles Richard H. Girgenti and Timothy P. Hedley, “What Boards Should Consider in the New Era of Regulatory Risk,” Agenda, a Financial Times Service (October 3, 2016). Richard H. Girgenti, “How to Navigate the New Era of Regulatory Enforcement,” Global Association of Risk Professionals (online) (June 23, 2016). Richard H. Girgenti, “Raising the Bar: Managing Increased Regulation,” WSJ.com advertorial (June 16, 2016). Interview of Richard H. Girgenti and Timothy P. Hedley, “KPMG Book Looks at Managing Modern Risk (Part 1 and 2),” Big4.com (June 13, 2016). Interview of Richard H. Girgenti, “KPMG Forensics Leader Richard Girgenti on Raising the Bar to Manage Risk,” Corporate Crime Reporter 30, No. 22 (May 30, 2016). Interview of Richard H. Girgenti and Timothy P. Hedley, “Enforcement Goes into Hyperdrive: In Today’s Stormy Risk Environment, a Strong Culture is the Safest Harbor,” (May 2016). Interview of Richard H. Girgenti and Timothy P. Hedley, “Q&A: Boards in a New Era of Regulatory Risk,” Agenda, a Financial Times Service (April 29, 2016). Richard H. Girgenti, “Are You Prepared? The Top 10 Regulatory Enforcement Trends to Watch For in 2016,” Bloomberg BNA Corporate Law & Accountability Report (April 18, 2016). Richard H. Girgenti, Corporate Fraud Roundtable (Panelist Q&A), Financier Worldwide (November 2015). Richard H. Girgenti, “Top 10 Enforcement Trends in 2015,” NYSE Governance Services: Hot Topics in Legal/Regulatory (May 2015) and Insights e-Newsletter (May 2015). Richard H. Girgenti, “Government Whistle-Blower Programs Are Here to Stay: 10 Tips to Help Ensure That Internal Reporting Program Meets the Challenge,” Bloomberg BNA Corporate Law & Accountability Report 13, No. 17 (April 2015). Richard H. Girgenti and Timothy P. Hedley, “Fraud Risk Management: Best Practices for Building an Integrated Strategy,” Metropolitan Corporate Counsel 22, No. 5 (May 2014). Richard H. Girgenti, “Regulatory Risks Growing Faster than the Ability to Deal with Them: Results from a Global Risk Survey,” Metropolitan Corporate Counsel 21, No. 6 (June 2013). Richard H. Girgenti and Bryan H. Jones, “Companies Want GC to Foresee Risk,” Today’s General Counsel (April/May 2013). Richard H. Girgenti and Bryan H. Jones (U.S. co-authors), “Beyond the Law – KPMG’s Global Study of How General Counsel are Turning Risk to Advantage,” KPMG International (November 2012). ©2017 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms