Fraud Risk Management

Bill Warren

Atlanta, Georgia *.*******.********@*****.*** 678-***-****

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RANGE OF EXPERIENCE

Over 31 years of public accounting experience with KPMG and PricewaterhouseCoopers LLP. My experience includes 11 years in external audit performing financial statement audits in the entertainment, software, consumer products and industrial products industries. I was involved in several initial public offerings, over 30 acquisitions, and numerous SEC filings and communications. For the last 15 years at PwC, I focused on fraud investigations and restatement audits in several industries. As a director in the firm’s Fraud Risk and Controls practice, I assisted in developing PwC's fraud auditing policy and methodology, served as a fraud risk subject matter expert on numerous engagements, and was PwC’s representative on the writing committee for the 2016 COSO Fraud Risk Management Guide. My 5 years at KPMG was as a director in the Deals Advisory Services group. In that role I worked on non-audit client restatements, preparing carve out financial statements and other accounting advisory services. My experience includes:

• Fraud Investigations ● Auditing restatements

• Purchase Price / Working Capital Disputes ● SAB 99 Evaluations

• Antifraud Programs and Controls and Fraud Risk Assessments

• Consulting with Audit Engagement Teams and Risk Management

• Internal and External Presentations and Training

• Assisting in the preparation of SEC financial statements I am a Certified Public Accountant and was Certified in Financial Forensics (lapsed). PROFESSIONAL AND BUSINESS EXPERIENCE

KPMG: Deal Advisory Services Director March 2018 – March 2023

• Restatement services

Worked on the restatement of a non-audit client’s financial statements after a fraud investigation. Focused on restating revenue transactions and recognition of promotional discounts.

• Care out financial statements

Assisted as part of a team on the preparation of carve out financial statements for several non- audit clients.

• Special Purpose Acquisition Corporations

Worked as part of a team to prepare the financial statements for two targets of SPAC transactions.

PricewaterhouseCoopers: Forensic Services Director 2004 - December 2017

• Fraud Investigations

o Assess internal and independent investigations and advise engagement teams on proper audit responses.

o Assess the quality and scope of work performed by outside investigators. Evaluated investigations performed by the following law firms:

• Baker Botts LLP ● Paul, Wiess, Rifkin, Wharton & Garrison LLP

• Cravath, Swain & Moore LLP ● Paul Hastings LLP

• DLA Piper LLP ● Ropes & Gray LLP

• Foley & Lardner LLP ● Skadden, Arps, Slate, Meagher & Flom LLP

• Hogan Lovells LLP ● Wachtell, Lipton, Rosen & Katz LLP

• Kirkland & Ellis LLP

o Perform investigative procedures on behalf of audit committees and their counsel. o Assist management and external counsel respond to inquiries from the Securities and Exchange Commission and the Department of Justice. o Investigation of directors, loan officers and others in conjunction with the closure of eight Bill Warren

Atlanta, Georgia *.*******.********@*****.*** 678-***-**** 2

financial institutions.

o Litigation support - Assist the PwC office of the general counsel in internal evaluation of cases where the firm is the defendant. In addition, assist outside counsel in defense of finance executives.

• Antifraud Programs and Controls Consulting

o Evaluate client antifraud programs under AS 2401 (formerly SAS 99) o Assist non-audit clients in the execution of fraud risk assessments and implementation of anti-fraud programs consistent with the 2016 COSO Fraud Risk Management Guide. o Consult internal audit departments on tailored antifraud procedures. o Design journal entry and other antifraud computer aided audit techniques. PricewaterhouseCoopers: Audit Manager and Senior Manager 1996 - 2004

• Restatement Audits

o 3 years on audits of two of the largest restatements in the early 2000’s. o Consultant to the audit team of another large restatement.

• Initial Public Offerings

o Lead senior manager on two initial public offerings in the technology sector. o Issued comfort letters to the underwriters of the offerings. o Assisted chief financial officers in their responses to SEC inquiries.

• Acquisitions

o Audited over thirty acquisitions of companies primarily in the technology sector. o Reviewed the pro-forma data included on Form S-4 for several mergers in the telecommunications sector.

• Audit Engagements

o Lead manager on the audits of public and private companies in the telecommunications, media, entertainment, technology and consumer products industries. Price Waterhouse: Audit Associate and Senior Accountant 1991 – 1996

• Audit staff and senior on public and private companies primarily in the entertainment, media and consumer products industries.

EDUCATION AND CERTIFICATIONS

B.S. Cum Laude, Accounting, Indiana University – 1991 Certified Public Accountant – Georgia –(inactive)

Certified in Financial Forensics (lapsed)

American Institute of Certified Public Accountants PUBLICATIONS

Contributing author of COSO Fraud Risk Management Guide, September 2016. Contributing author of Managing the Business Risk of Fraud: A Practical Guide, a whitepaper endorsed by the Institute of Internal Auditors, the American Institute of Certified Public Accountants and the Association of Certified Fraud Examiners published in July 2008. SPEECHES

Over 40 speeches and presentations to groups and clients. Presentations largely on fraud risk management and fraudulent financial reporting scenarios. Bill Warren

Atlanta, Georgia *.*******.********@*****.*** 678-***-**** 3

COMMUNITY INVOLVMENT

Community Friendship, Inc. (“CFI”): Board Member since 2009 and current Treasurer for the organization. CFI is a comprehensive provider of recovery based services assisting adults in Atlanta. Atlanta Bar Association – Audit Committee Member since 2008. AID Atlanta: Former Board Member and Chairman of the Audit Committee (February 2014 – April 2015). AID Atlanta is the Southeast’s oldest, largest, most comprehensive AIDS Service Organization. AID Atlanta was acquired by the AIDS Healthcare Foundation in April 2015.

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