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A basic component of sound corporate oversight is the control structure. Internal controls — the Company’s accounting policies,
organizational structure, systems, processes, employees, leadership, and culture — working together, foster accurate financial reporting and
sound disclosure in a timely manner. While management has recognized weaknesses in existing processes and controls, and has taken steps to
remedy these deficiencies, more needs to be done.
Nortel is a multi-national organization that has changed organizational structure over the past several years. One legacy of this changing
structure is a matrix organization in which there is no clear assignment of responsibility for assessing the adequacy and usage of contractual
liability provisions; even where responsibility is clear, it is unlikely that sufficient monitoring is in place to make sure that provisioning activity
is in accord with U.S. GAAP. The need for the matrix organization must be re-examined in light of the risks that it poses to financial discipline
and accountability and, if a matrix structure continues to be used, clear accountability must be established.
Historically, finance employees responsible for meeting EBT targets had authority to record and release provisions. That practice must end
immediately. The control organization must have sole authority to make these decisions and record these entries. The Board of Directors must
insist that the re-engineering of the control organization be a management priority. In addition, the Controller and the control organization,
working with the General Counsel, must develop standards of transparency in financial reporting that meet both the letter and the spirit of legal
requirements.
Nortel’s written accounting policies must be reviewed and, where necessary, rewritten to ensure strict adherence to U.S. GAAP and provide
numerous “real life” examples of practical applications. Procedures must be adopted to identify evolving interpretations of accounting
standards and best practices under U.S. GAAP and to develop and conform Nortel’s policies in a timely manner. Employees charged with
responsibility for Nortel’s accounting policies must have substantial knowledge of the strengths and weaknesses of the financial organization
and knowledge of best practices in similarly situated companies and ensure that accounting practices follow Nortel’s policies. These policies
must be communicated to finance and control employees, and management must stress the importance of adherence to the policies and impose
sanctions if they are not followed.
The internal audit function must be strengthened and must provide an independent check on the integrity of financial reporting. Historically,
Nortel’s internal auditor focused solely on “operational” reviews and had no role in determining whether Nortel’s accounting policies were in
compliance with U.S. GAAP or in evaluating whether these policies were properly applied. The Audit Committee has already established new
priorities for the internal auditor relating to the evaluation of risk exposures for financial reporting. Internal audit should continue its practice of
proposing an annual work plan, and should ensure that the work plan focuses on the new priorities set by the Audit Committee. The Company
is currently conducting a search to fill the vacant position of internal auditor. The internal audit function requires a leader with substantial
experience in applying U.S. GAAP in a similarly-situated company and great familiarity in applying professional standards issued by the
Institute of Internal Auditors. The internal auditor should report to the CEO to remove any potential threat to independence. The internal
auditor should continue to have direct and regular access to the Board and the Audit Committee. Staffing of internal audit must be consistent
with its mandate.
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