Prior to joining Microsoft, Angel worked for Arthur Andersen in their New York Office.

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1 Steve covers Finance, CELA and Human Resource (HR). The Finance function includes: Purchasing, RE&F, Venture Integration, Corporate Finance, Finance Operations, Physical Security, Treasury, Investor Relations, Corporate Development and CELA s Litigation, Government Affairs, Intellectual Property, Office of Legal Compliance, Corporate Operations, HR Legal Group, Business Legal Support and Citizenship & Public Affairs. Lastly, with the HR Function: Talent and organization, Compensation & Benefits, HR Strategy and Operations, and HR Global Operations. Prior to joining Microsoft, Steve worked for Arthur Andersen, Protiviti, and Teledyne. Angel is a Senior Risk Manager overseeing Human Resources (HR) in the Enterprise Risk Organization. Historically, Angel supported the financial reporting pillar in the Enterprise Risk Management program. Prior to working in the enterprise risk organization Angel has held financial analytical roles in the global sales and marketing organization as well as the Cloud and Enterprise organization. Prior to joining Microsoft, Angel worked for Arthur Andersen in their New York Office. The corporate program areas that Robert covers are Tax and Trade. The Tax function includes: Direct Tax Reporting, International Tax (including Transfer Pricing), Tax Planning & Controversies, Policy, Tax Process Technology, Worldwide Indirect Tax. The Trade function includes: SAP-GTS (System), Export Control Classification Number, Importation, Harmonized Tariff Schedules, Valuation, Denied Party List Screening, and International Commercial (INCO)Terms.

2 IIA Puget Sound Chapter Luncheon Global Regulatory Transparency Initiatives: Organization for Economic Co-operation and Development (OECD) Base Erosion and Profit Shifting (BEPS)

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5 Microsoft Audit Group Charter Vision: To be universally recognized as a driving force behind a culture of governance, accountability and execution excellence that creates shareholder value and enables Microsoft to be the world s most trusted company. Mission: We provide independent and objective audit, investigative, and advisory services aimed at providing assurance to the Senior Leadership Team and the Board of Directors that the company is appropriately identifying, prioritizing, and mitigating its risk. IIA Puget Sound Chapter October Luncheon 2017

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7 - Internal Audit Program Manager organizational, process-level risk assessment annual audit plan development audit project scoping / identification of control objectives audit field work team preparedness stakeholder management Project Manager / Project Lead fieldwork execution (management) workpaper excellence people management audit report writing quality assurance IIA Puget Sound Chapter October Luncheon 2017

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10 SEC Public Disclosures OECD BEPS Specific Disclosures The Organization for Economic Co-operation and Development has also recently launched a base erosion and profit shifting ( BEPS ) proposal that aims to rationalize tax treatment across jurisdictions. If the BEPS proposal becomes the subject of legislative action in the format proposed, it could have unintended taxation consequences for collective investment vehicles and the Company s tax position, which could adversely affect BlackRock s financial condition has been a year of significant change in the international tax landscape, as a result of the Organisation for Economic Co-operation and Development s (OECD) project on Base Erosion and Profit Shifting ( BEPS ). Rio Tinto agrees with the primary aims of BEPS, which are to prevent aggressive tax avoidance and to update tax rules on a consistent basis to cater for modern, globalised business structures. Rio Tinto does not engage in aggressive tax avoidance. Additionally, longstanding international tax norms that determine each country s jurisdiction to tax crossborder international trade are evolving, such as the Base Erosion and Profit Shifting project ( BEPS") currently being undertaken by the G8, G20, and Organization for Economic Cooperation and Development ("OECD"). As these and other tax laws and related regulations change, our financial results could be materially impacted. In July 2013 the OECD, which represents a coalition of member countries, issued an action plan containing 15 comprehensive actions intended to address tax base erosion and jurisdictional profit shifting (BEPS). Their recommendations are aimed at combating what they believe is tax avoidance and to attempt to harmonize the application of transfer pricing rules amongst member states. Changes in tax laws could affect the distribution of our earnings, result in double taxation and adversely affect our results. In 2013, the Organization for Economic Co-operation and Development (OECD), which is comprised of member countries that encompass many of the jurisdictions where we operate, issued an action plan calling for a coordinated, multijurisdictional approach to address issues in existing tax systems that the OECD believes may lead to tax avoidance by global companies, which the OECD refers to as base erosion and profit shifting (BEPS). The OECD has not yet finalized its recommendations pursuant to the BEPS action plan. IIA Puget Sound Chapter October Luncheon 2017

11 What is BEPS? As Defined by the Organization for Economic Cooperation and Development (OECD) Base Erosion and Profit Shifting To align tax reporting standards globally and eliminate unfair tax practices. The shrinking or slowed growth of economic activity that is taxable under effective application of statutory law. The method by which companies exploit gaps and mismatches in tax laws to artificially shift profits from high to low tax jurisdictions where there is little or no economic activity. 15 actions to address concerns about the perceived international tax avoidance techniques of multinational corporations. More than 100 countries have agreed to implement BEPS inspired compliance requirements. IIA Puget Sound Chapter October Luncheon 2017

12 BEPS RECOMMENDATIONS 15 Action Items Action 1 Action 2 Action 3 Action 4 Action 5 Address the tax challenges of the digital economy Neutralize the effects of hybrid mismatch arrangements Design effective controlled foreign company rules Limit base erosion involving interest deductions and other financial payments Counter harmful tax practices more effectively, taking into account transparency and substance Action 6 Action 7 Actions 8 10 Action 11 Action 12 Prevent the granting of treaty benefits in inappropriate circumstances Prevent the artificial avoidance of permanent establishment status Align transfer pricing outcomes with value creation Measure and monitor BEPS Follow mandatory disclosure rules Action 13 Action 14 Action 15 Standardize transfer pricing documentation and country-by-country reporting Make dispute resolution mechanisms more effective Develop a multilateral instrument to modify bilateral tax treaties IIA Puget Sound Chapter October Luncheon 2017

13 Provide information about the jurisdictional allocation of profits, revenues, employees, and assets. Required Information: - Company Revenue - Stated Capital - Profit Before Income Taxes - Accumulated Earnings - Income Taxes Paid - Number of Employees - Income Tax Accrued - Tangible Assets Provide corporate-level information about the MNC s business, transfer pricing policies, and agreements with tax authorities. Required Information: - Legal ownership structure chart (including geographies) - Description of businesses, including profit drivers and supply chain information - Intangibles such as company strategy - Financial information and activity Provide legal entity-level information about the MNC s local business, including related party payments and receipts for products, services, royalties, and interest (among others) Required Information: - Local management information and organization chart - Intragroup payments and receipts for products, services, and royalties - Financial information IIA Puget Sound Chapter October Luncheon 2017

14 Organizational Impact of BEPS Increase in inquiries and audit activity because tax and trade (e.g. customs) authorities will have access to information that was previously unavailable Change or adjustment to location of business activities, inventories, and assets in order to reduce taxes Change in sales structure in order to create a fair tax structure Conversion of commissionaire to buy/sell low risk distributor Changing payments to different legal entities for royalty and license fees Changing payments to different legal entities for developmental services such as research and development and procurement services Increase in reporting requirements due to the new country-by-country (CbC), master file, and local file requirements IIA Puget Sound Chapter October Luncheon 2017

15 Increase the amount of tax information companies must share with governments Enable governments to share tax information with each other (and potentially with the public in some cases) Eliminate a large number of tax loopholes that companies take advantage of as a part of their tax planning strategy Increase the compliance burden on tax departments and the broader finance team Enact the same tax laws in every country Increase statutory corporate tax rates Require a radical restructuring of the corporate functions (in most cases) IIA Puget Sound Chapter October Luncheon 2017

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17 WSJ Article October 2017 The Board s Role in Creating a Sustainable BEPS Plan The following are questions boards may want to consider with regard to implementing BEPS recommendations. Does the organization understand its tax position, both in its home jurisdiction and in other countries in which it operates? Is the board and management comfortable with where the organization has positioned its tax practices? What changes to the organization s tax policy and business model should the board consider to be sure that the organization is aligned with BEPS initiatives and other new tax rules enacted in the jurisdictions in which the organization operates? In light of BEPS developments, should the reporting methodology employed by management in informing the board about the organization s tax practices and relevant tax developments be updated? How will BEPS and other new tax developments impact the organization s share price? Is this expected and in line with impact on comparable organizations? Has the organization examined its legacy and current tax posture in light of the way it may be perceived by stakeholders? Is there a risk that the tax posture may be misunderstood and will have a negative impact on the organization s reputation? If so, is the organization prepared to respond? Has the board and management considered the potential financial impact of such reputational challenges.

18 Identify the key people that need to be interviewed (head of tax; finance director; external audit; tax advisers; HR and so on) and what their roles are in relation to tax; Gain clarity about which people are responsible for particular tax risks and what controls they have to ensure that best practice and regulatory compliance are being followed. Understand clearly the ownership of the "tax universe" and the role of the tax team; Establish if there is a tax strategy: if there is one, what are the details, and who is in charge? Review the organization s cross collaboration cadence. Develop a tax-related internal audit plan that features the highest priority taxes and processes, business units and jurisdictions; Plan may cover processes in tax function, finance, accounts payable, HR, payroll, business units, third party providers, IT; Link the plan to the skills of the delivery team. Managing tax risk for companies operating in a continuously evolving global tax environment extends well beyond the actual outlay of tax dollars. US companies are not only facing increasing reputational and operational risk as they adapt to increased transparency and enhanced international co-operation between tax administrations, but also legislative risk both globally from the effects of the OECD BEPS project and domestically as the Trump Administration and the Republican Congress face increased pressure to deliver on their stated legislative priorities.

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