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Principled Podcast

Principled Podcast – S10E11: Ethics and entrepreneurs: Why E&C is Crucial to Start-Up Innovation?

What you’ll learn on this podcast episode

The worldwide surge in start-up culture, from venture capital and angel investors to equity structures and fundraising rounds, has transformed business today. But why have so many well-funded start-ups—like FTX and Theranos—imploded in a cloud of scandal? In this episode of the Principled Podcast, host Susan Divers discusses the role of ethics in start-up companies with Tammy Mah-Fraser, an executive director for Alberta Innovates, and Shai Dubey, an assistant professor and distinguished faculty fellow at the Smith School of Business at Queen’s University Ontario. Listen in as the three examine how entrepreneurs, investors, and funders can better integrate ethics and compliance at the beginning of their business endeavors.

Guest: Tammy Mah-Fraser

Tammy Mah-Fraser – Grayscale

Tammy Mah-Fraser, DrPH, MSc is the executive director of Health Platforms at Alberta Innovates. As executive director, she tackles system barriers involving multiple organizations for better health outcomes to enable a learning health system and to accelerate commercialization. As a former genetic counselor, she is passionate about incorporating the end-user whether patient, public, or provider early in the process—as well as equipping individuals and companies with tools and training to support their research and product development. She is a project sponsor of several provincial programs—Alberta Clinical Research Consortium and Alberta SPOR SUPPORT Unit—and two ethics programs: A pRoject Ethics Community Consensus Initiative and the Ethics of Innovation Consortium.

Guest: Shai Dubey

Shai Dubey – Grayscale

Shai Dubey is an adjunct assistant professor and distinguished faculty fellow of business law at the Smith School of Business at Queen’s University. He teaches courses in negotiations, cross-cultural management, ethics, domestic and international business law, and entrepreneurship. He is the academic director for project courses in various MBA programs and the MIB program. Shai has served as the director of the Cornell-Queen’s EMBA program (now EMBAA), the MIB program, the Graduate Diploma in Business program, and the full-time MBA program.

Shai earned his bachelor’s degree from the University of Toronto and his Law Degree from Queen’s University. Shai is also a graduate of the aviation Flight Technology Program at Seneca College. After graduating from Seneca College in 1984, he began his working career as a commercial pilot. In 1985 he founded and ran both an executive aircraft charter company and a flight training school based in Toronto. After selling this company, Shai worked as an aviation consultant providing strategic and regulatory advice to Canadian and foreign clients.

Upon completing law school in 1994, Shai articled and practiced law with two major law firms in Toronto, specializing in corporate commercial law with an emphasis on mergers and acquisitions, corporate finance, and aviation. In 1999, Shai became the Chief Operating Officer, General Counsel, and a member of the Board of Directors of Quicklaw Inc., the leading provider of legal online data base services to the legal profession in Canada. In 2002, upon the sale of Quicklaw to a multinational corporation, Shai returned to the private practice of law. In 2006, Shai joined Smith on a full-time basis.

Host: Susan Divers

Susan_Divers_Principled_Podcast

Susan Divers is a senior advisor with LRN Corporation. In that capacity, Ms. Divers brings her 30+ years’ accomplishments and experience in the ethics and compliance area to LRN partners and colleagues. This expertise includes building state-of-the-art compliance programs infused with values, designing user-friendly means of engaging and informing employees, fostering an embedded culture of compliance and substantial subject matter expertise in anti-corruption, export controls, sanctions, and other key areas of compliance.

 

Prior to joining LRN, Mrs. Divers served as AECOM’s Assistant General for Global Ethics & Compliance and Chief Ethics & Compliance Officer. Under her leadership, AECOM’s ethics and compliance program garnered six external awards in recognition of its effectiveness and Mrs. Divers’ thought leadership in the ethics field. In 2011, Mrs. Divers received the AECOM CEO Award of Excellence, which recognized her work in advancing the company’s ethics and compliance program.

Mrs. Divers’ background includes more than thirty years’ experience practicing law in these areas. Before joining AECOM, she worked at SAIC and Lockheed Martin in the international compliance area. Prior to that, she was a partner with the DC office of Sonnenschein, Nath & Rosenthal. She also spent four years in London and is qualified as a Solicitor to the High Court of England and Wales, practicing in the international arena with the law firms of Theodore Goddard & Co. and Herbert Smith & Co. She also served as an attorney in the Office of the Legal Advisor at the Department of State and was a member of the U.S. delegation to the UN working on the first anti-corruption multilateral treaty initiative.

Mrs. Divers is a member of the DC Bar and a graduate of Trinity College, Washington D.C. and of the National Law Center of George Washington University. In 2011, 2012, 2013 and 2014 Ethisphere Magazine listed her as one the “Attorneys Who Matter” in the ethics & compliance area. She is a member of the Advisory Boards of the Rutgers University Center for Ethical Behavior and served as a member of the Board of Directors for the Institute for Practical Training from 2005-2008.

She resides in Northern Virginia and is a frequent speaker, writer and commentator on ethics and compliance topics. Mrs. Divers’ most recent publication is “Balancing Best Practices and Reality in Compliance,” published by Compliance Week in February 2015. In her spare time, she mentors veteran and university students and enjoys outdoor activities.

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FCPA Compliance Report

Compliance Lessons from Venice – Arsenale and Corporate Culture

In Part 2 of this special 3-part series, we continue our look at compliance lessons from Venice by reviewing the Arsenale and corporate culture. The Arsenale district in Venice, a significant maritime hub from the mid-1200s to mid-1400s, serves as a fascinating historical example of compliance program implementation. The district was renowned for its innovative shipbuilding techniques, which were zealously guarded as state secrets through strict regulations and severe punishments for violators.

Tom draws parallels between the practices of the Arsenale district and the guidance provided by the DOJ and SEC. He emphasizes the importance of a balanced approach to compliance, incorporating both incentives and discipline. Fox suggests that companies should provide job security, compensation for mishaps, and assistance to families as incentives for employees to remain loyal and compliant, while also using financial rewards, promotions, and acknowledgments as effective tools for driving corporate culture. Join Tom Fox on this episode of the Compliance Lessons from Venice podcast as he delves deeper into the lessons that can be learned from the Arsenale district’s historical example.

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Blog

Compliance Lessons from Venice: Incentives, Consequences and Compliance

This week I am running a three-part blog post series and three-part podcast series on compliance lessons from one of the most beautiful cities on earth, Venice. We will consider how construction in Venice can inform your compliance program, how the Venice ship building and repair business located in the Arsenale inform both corporate culture and your compliance program and how Venice created the first modern day hotline reporting system. In this second blog post and accompanying podcast we look at the Venetian ship building and ship repair industry centered in the Arsenale District and how they created a culture of compliance with the workers and implemented strategies which informed modern day compliance programs.

The Arsenale district in Venice serves as a historical example of the implementation of a corporate culture and implementation of a compliance program. This district was a significant maritime hub from the mid-1200s to the mid-1400s, known for its innovative shipbuilding techniques, which were considered state secrets. To protect this valuable intellectual property, the Venetian Fathers established a series of incentives and punishments that can inform best practices in compliance programs today.

One of the key takeaways from the Arsenale district is the importance of balancing incentives and discipline in a compliance program. This concept is emphasized by the Department of Justice (DOJ) and the Securities and Exchange Commission (SEC). Companies can learn from this historical example by implementing clear procedures and consequences for violations, publicizing disciplinary actions as a deterrent, and offering positive incentives to encourage adherence to ethical business practices.

On the consequence side, the Venetian Fathers forbade skilled workers from leaving the city to work in neighboring or rival cities, establishing the first non-compete agreement. Additionally, those caught sharing state secrets faced summary execution after excruciating torture. While these specific punishment techniques may not be applicable in modern corporate America, they highlight the need for severe consequences for violations.

In terms of incentives, the Arsenale district focused on job security. Layoffs were unheard of, and if someone lost their job due to injury or mishap, they received enough compensation to sustain themselves in the city. Furthermore, the company provided funeral expenses and assistance to the family of a deceased worker, ensuring their well-being.

The dual focus on keeping shipbuilding secrets within the city and incentivizing loyalty among workers aligns with the DOJ and SEC’s emphasis on incorporating both incentives and discipline into compliance programs. According to the guidance provided by these regulatory bodies, companies should have clearly defined procedures that are applied reliably and promptly, with punishments commensurate with the violation. Publicizing disciplinary actions internally, where appropriate, can serve as a deterrent and demonstrate the consequences of unethical actions.

However, the guidance also highlights the importance of positive incentives. The DOJ and SEC recognize that rewards for following a company’s internal code of conduct and conducting business ethically can drive compliant behavior. These incentives can take various forms, such as personal evaluations, promotions, rewards for improving compliance programs, and recognition for ethical behavior.

Companies can integrate incentives into their DNA through the hiring and promotion process. Senior management hires and promotions should include a compliance component, ensuring that individuals who prioritize compliance are recognized and rewarded. By making compliance evaluations a part of every employee’s overall evaluation, companies can further incentivize compliance.

The Arsenale district serves as a valuable historical example of the tradeoffs involved in balancing incentives and discipline in a compliance program. While severe punishments were imposed to protect state secrets, the district also prioritized job security and support for workers and their families. This approach highlights the importance of considering the impact on employees when making decisions about compliance program implementation.

In conclusion, the Arsenale district in Venice provides valuable insights into the implementation of a compliance program. By balancing incentives and discipline, companies can establish clear procedures and punishments for violations, publicize disciplinary actions as a deterrent, and offer positive incentives to drive compliant behavior. The historical example of the arsenal district emphasizes the importance of considering the impact on employees when making decisions about compliance program implementation.