2013 CSMFO Annual Conference February 21 2013 Evolving

2013 CSMFO Annual Conference February 21, 2013 Evolving Disclosure Practices & Getting the Most from EMMA Jay M. Goldstone Chief Operating Officer City of San Diego

DISCLOSURE PRACTICES Identify YOUR key participants which will be needed to provide input into the disclosure document ü Finance, Debt Management, Comptroller, Treasurer, Legal, Retirement system, Specific Operating Department(s), Governing Board Identify Outside Consultants who will ASSIST in the preparation of the disclosure document ü Financial Adviser, Underwriters, Disclosure Counsel, Bond Counsel, Swap Adviser, Independent Auditors, Special Tax Consultants Municipal Securities Rulemaking Board 2

DISCLOSURE PRACTICES (con't. ) For each public agency or consultant, have one or two key personnel identified as the point of contact. ü This group may become a formal or informal Disclosure Oversight Committee It is important to have the “right people in the room” Municipal Securities Rulemaking Board 3

DISCLOSURE PRACTICES (con't. ) Prepare a written Debt Policy which includes a set of Disclosure Policies and Procedures ü Start with goals and principles ü Set out roles and responsibilities of each participant, but avoid a “silo” approach Incorporate time into the process for adequate review by the Governing Board Procedures should encompass both the preparation of new money/refunding disclosures and filings for continuing disclosure Municipal Securities Rulemaking Board 4

DISCLOSURE PRACTICES (con't. ) Provide training for staff who are involved in disclosure, including periodic refreshers for old and new staff Engage senior department staff; set a proper culture of disclosure from the top Encourage critical thinking – There are no stupid questions Failure to have procedures or training may be viewed as per se negligent behavior Municipal Securities Rulemaking Board 5

DISCLOSURE PRACTICES (con't. ) If you have written procedures, you must follow them. This will be a first question in any SEC inquiry Establish an investor relations policy/procedure and have a designated spokesperson who will respond to inquiries Use a website with up to date information, but monitor it carefully Use EMMA® Municipal Securities Rulemaking Board 6

ACCURATE DISCLOSURE: THE ISSUERS’ OBLIGATION Intent to defraud is not the standard by which we are judged Even unintentional misinformation/misrepresentation may be fraudulent in the eyes of enforcement agencies Cannot just rely on your financing team Understand the importance of your CAFR Accurate numbers are not enough What’s in the notes Municipal Securities Rulemaking Board 7

ACCURATE DISCLOSURE: THE ISSUERS’ OBLIGATION (con't. ) Understand the importance of your POS/OS It is your document and everything contained in it is your responsibility In the end, you could be held personally liable Have every staff member who provides “material” input to the CAFR and POS/OS sign a certification pertaining to the accuracy of their information Even your elected officials can’t ignore their obligations Municipal Securities Rulemaking Board 8

ACCURATE DISCLOSURE: THE ISSUERS’ OBLIGATION (con't. ) Again, in the end it is your document with your signature on the bottom line ACCURACY/TRANSPARENCY/TIMELINESS IT IS YOUR OBLIGATION Municipal Securities Rulemaking Board 9

QUESTIONS