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The Corruption Files

The Corruption Files: Navigating Corporate Governance: The Hutchison Whampoa Scandal

What is stranger than fiction? The stories of worldwide corruption. In this podcast series, co-hosts Tom Fox, the Voice of Compliance and Mike DeBernardis, partner at Hughes Hubbard, discuss some of the most audacious corruption cases in anti-corruption enforcement. More importantly, they will discuss the lessons learned on what your organization can do to prevent running afoul of international anti-bribery laws.

In this episode of Season 2, Tom and Mike explore a unique corporate scandal from early 2000s Hong Kong involving Hutchison Whampoa Limited.

Unlike typical cases, there were no allegations of bribery, corruption, or significant financial penalties. Instead, the scandal revolved around the complex corporate governance issues and the control wielded by billionaire Li Ka-shing. The conversation delves into the importance of robust corporate governance, particularly in safeguarding the interests of minority shareholders in companies dominated by powerful individuals or families.

Tom and Mike highlight the expanding role of compliance professionals in overseeing corporate governance, especially with the rise of Environmental, Social, and Governance (ESG) criteria. They discuss the importance of board independence, the need for effective internal controls, and how compliance professionals can aid in board training. With compelling examples, such as the interlock of directors in the energy sector and the Bluebell Ice Cream scandal, the episode provides a thorough insight into how corporate governance issues can impact reputations and operational integrity.

Key Highlights:

  • Corporate Governance and Compliance
  • The Role of Boards in Risk Management
  • Compliance Professionals and Corporate Governance
  • Importance of Independent Board Members
  • Internal Controls and Compliance
  • Training Boards for Effective Governance

 Resources:

Mike DeBernardis on LinkedIn

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Pawtastic Friends - The Paw Talk

Pawtastic Friends: The Paw Talk – Hercules, Angelina and Prince

Welcome to Pawtastic Friends-The Paw Talk. In this podcast, host Tom Fox will visit with Michael and Melissa Novelli, co-founders of Pawtastic Friends, as well as those who work with them at Pawtastic Friends. Michael and Melissa are dedicated to helping shelter and rescue dogs in the Las Vegas area become more adaptable, through enrichment training and activities such as yoga and aquatics training, as well as obedience and agility. This podcast is sure to tug on your heartstrings; just listen to how sweet this one dog is! Tune in now to hear more from Michael and Melissa Novelli as they discuss their passion for helping pups in need. Get ready for an exciting episode of Pawtastic Friends – The Paw Talk!

In this episode, we feature Hercules, Angelina and Prince.

We also introduce the Fostering Initiative Project, a pioneering effort designed to engage the public in fostering homeless animals. This project organizes monthly foster fairs and offers various fostering opportunities, aiming to save animals’ lives by finding temporary and eventually permanent homes with loving families. Tom highlights the importance of fostering for providing dogs with love, structure, and consistency, benefiting both the animals and rescues by helping them understand the dogs better for future adoptions. Michael echoes this sentiment, emphasizing that fostering offers a much better environment compared to boarding and appreciates the initiative’s growth through events that encourage public participation. Melissa underscores the project’s significance in addressing the crisis of homeless animals, promoting various types of fostering, and organizing educational fairs to boost community involvement and support. Together, their perspectives highlight fostering as a transformative solution for both animals and the community.

Quotes:

“Well, we know where the talker in the group is.” – Michael Novelli

“Fosters are incredible because fosters give the dog love, they give the dog structure, they give the dog consistency as it would be in a forever home.” – Melissa Novelli

“Is the dog the best fit? Is the family the best fit? And that’s with adoption or fostering. You know, we want to set everybody up for success.” – Melissa Novelli

Resources:

Pawtastic Friends

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Pawtastic Friends on Instagram

Pawtastic Friends on Facebook

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Blog

Tone at the Top Week: Part 4 – CCOs Using Team Meetings to Further Compliance

We continue our blog post series on how CEOs and top senior executives can demonstrate the ubiquitous Tone at the Top. Setting the tone of doing business ethically and in compliance is one of the most critical responsibilities for CEOs and senior executives. While large-scale communications such as town halls and corporate-wide emails certainly play an essential role, there is one venue where the tone can be effectively set in a more actionable and intimate way: team meetings.

Team meetings, often focused on operational topics, provide a unique opportunity for leaders to engage directly with their teams on compliance matters. These smaller, more focused settings allow meaningful discussions about ethical behavior, compliance risks, and policy adherence. By strategically incorporating compliance into team meetings, executives can ensure that ethical considerations are baked into daily operations and decision-making processes. This post will explore how CEOs and senior leaders can leverage team meetings to reinforce compliance and establish the right tone at the top.

  • Make Compliance a Standing Agenda Item in Leadership Team Meetings

Leadership team meetings often involve high-level business strategy, performance metrics, and operational objectives. However, these meetings are also an opportunity to highlight the importance of compliance. Senior executives and department heads are role models within the organization. When they treat compliance as a priority in their discussions, it signals to their teams that ethical behavior and adherence to the law are non-negotiable elements of the company’s operations.

How to Implement

  • Ensure that compliance is a standing agenda item in leadership team meetings. This could include updates on compliance program initiatives, discussions of recent compliance risks, or analysis of how regulatory changes might impact the business.
  • Encourage leaders to cascade these compliance messages to their direct reports, ensuring the organization is aligned at all levels.
  • Use these meetings to identify areas where compliance could be strengthened within each department and provide executives with the necessary resources to address these gaps.

By making compliance a regular part of leadership conversations, you normalize it as part of the company’s strategic considerations.

  • Lead by Example in Your Own Meetings

One of the most powerful ways to set the tone at the top is to demonstrate your commitment to compliance in team meetings. Senior executives must embed compliance into every conversation about business decisions, strategies, and performance metrics.

This is crucial because people tend to imitate their leaders’ behavior. When executives consistently incorporate compliance considerations into discussions about business operations, it becomes clear that ethical behavior is not a separate initiative but part of how the company functions.

How to Implement

  • When reviewing business strategies, ask questions about managing compliance risks. For example, if a new product is being launched, inquire about the regulatory requirements and whether the company is meeting them.
  • During performance reviews, assess how managers and employees adhere to the company’s compliance policies. Reward ethical behavior, not just financial or operational results.
  • Be transparent about the compliance challenges the company may face and how you expect the team to address them.

Leading by example shows that compliance isn’t just the responsibility of the legal or compliance department—it’s everyone’s responsibility.

  • Conduct Regular Compliance Check-ins with Department Heads

CEOs and senior executives should meet regularly with department heads or team leaders to discuss how compliance is integrated into their teams’ day-to-day operations. These check-ins provide an opportunity to evaluate how well the company’s compliance program functions. Compliance risks vary by department, so it’s important to ensure that leaders at every level actively manage them. Regular check-ins provide insight into how compliance initiatives are being implemented and whether additional support is needed.

How to Implement

  • Schedule monthly or quarterly meetings with department heads to discuss compliance. Topics should include how well the department is adhering to company policies, any challenges they face in meeting compliance requirements, and potential risks.
  • Ask for updates on compliance training within each department—are employees attending, and is the training effective? Offer resources and assistance if certain areas need more focus.
  • Use these check-ins to identify potential areas of non-compliance or emerging risks and take steps to address them before they escalate.

Regular compliance check-ins create accountability among department leaders and ensure that compliance is continuously monitored across the organization.

  • Reinforce Compliance Training and Policies in Team Meetings

One of the most practical ways to integrate compliance into team meetings is by reinforcing the importance of compliance training and company policies. While formal training sessions are crucial, ongoing reminders help ensure compliance stays at the top of employees’ minds. Compliance is an ongoing process, not a one-time event. Reminding employees about training sessions, policy updates, and regulatory changes helps keep the compliance program fresh and relevant.

How to Implement

  • Use team meetings to remind employees of upcoming compliance training sessions. Personalize your message by explaining how these training sessions directly relate to their roles and the risks they may encounter.
  • Discuss any recent updates to company policies or new regulations affecting the business. Ensure that everyone understands the implications of these changes and how they should adjust their behavior accordingly.
  • Endorse compliance training by sharing examples of how it has helped the company avoid risks or improve operations. Your endorsement will increase employee engagement with these programs.

Reinforcing training and policies regularly helps ensure that employees remain aware of their compliance obligations.

  • Open the Floor for Compliance-Related Concerns and Questions

The final and arguably most important way to set the right tone at the top is by encouraging open dialogue about compliance. Team meetings offer an opportunity to create a safe space where employees feel comfortable raising compliance concerns or asking questions. Always remember that part of a Speak Up culture is listening.

This point is of the utmost significance. When employees are afraid to speak up about compliance issues, small problems can quickly escalate into major risks. By fostering a culture of openness, you encourage employees to address potential problems proactively before they become serious.

How to Implement

  • At the end of each meeting, allocate time for employees to ask questions or raise concerns related to compliance. Make it clear that you take these issues seriously and that there will be no retaliation for speaking up.
  • Encourage managers to follow up on any concerns raised and ensure that they are addressed promptly. If necessary, escalate issues to the compliance team for further investigation.
  • Lead by example by actively engaging with any compliance concerns during the meeting. Show that you are approachable and willing to help resolve compliance issues.

Creating an environment where employees feel empowered to speak up reduces the likelihood of compliance breaches and strengthens the company’s overall integrity.

The Power of Team Meetings in Compliance Leadership

Establishing the right tone at the top for a best practices compliance program is not a one-time event; it requires ongoing engagement and consistent messaging. Often viewed as operational, team meetings offer a critical venue for CEOs and senior executives to reinforce their commitment to compliance in an actionable, intimate setting.

By making compliance a standing agenda item, leading by example in your meetings, conducting regular check-ins, reinforcing training, and opening the floor for concerns, senior leaders can build a culture where compliance is not just an expectation but a fundamental part of how the company operates.

Ultimately, this consistent, hands-on approach builds trust, fosters accountability, maintains compliance, and becomes an organizational competitive advantage.

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Compliance Tip of the Day

Compliance Tip of the Day: How a CEO Can Set The ‘Tone at The Top’ – Part 3

Welcome to “Compliance Tip of the Day,” the podcast where we bring you daily insights and practical advice on navigating the ever-evolving landscape of compliance and regulatory requirements.

Whether you’re a seasoned compliance professional or just starting your journey, our aim is to provide you with bite-sized, actionable tips to help you stay on top of your compliance game.

Join us as we explore the latest industry trends, share best practices, and demystify complex compliance issues to keep your organization on the right side of the law.

Tune in daily for your dose of compliance wisdom, and let’s make compliance a little less daunting, one tip at a time.

Today, we conclude our look at how a CEO can lead with tone at the top for any compliance program.

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Daily Compliance News

Daily Compliance News: September 18, 2024 – The Fireworks Coming Edition

Welcome to the Daily Compliance News. Each day, Tom Fox, the Voice of Compliance, brings you compliance-related stories to start your day. Sit back, enjoy a cup of morning coffee, and listen to the Daily Compliance News. All from the Compliance Podcast Network.

Each day, we consider four stories from the business world: compliance, ethics, risk management, leadership, or general interest for the compliance professional.

In today’s edition of Daily Compliance News:

  • Fireworks are coming in a bribery case against a retired Admiral. (WaPo)
  • Venezuela asks to delay CITGO sales. (Reuter)
  • First Flint, now Wolfsburg? (FT)
  • Astra-Zeneca employees arrested in China. (Bloomberg)

 

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Compliance Into the Weeds

Compliance into the Weeds: Everything Old is New Again – The John Deere FCPA Enforcement Action

The award winning, Compliance into the Weeds is the only weekly podcast which takes a deep dive into a compliance related topic, literally going into the weeds to more fully explore a subject. Looking for some hard-hitting insights on compliance? Look no further than Compliance into the Weeds!

In this episode, Tom Fox and Matt Kelly take a deep dive into the recent Securities and Exchange Commission FCPA enforcement action involving John Deere.

The case centers on a $10 million civil penalty imposed by the SEC for bribery activities in the Thailand office of a newly acquired subsidiary, Wirtgen Group. This transgression spanned from 2017 to 2020, and despite having a code of business conduct, Wirtgen employees flouted rules by falsifying expenses, entertaining government officials at massage parlors, and engaging in a luxury sightseeing tour under the guise of a factory visit.

A critical issue was John Deere’s delayed integration of Wirtgen into its compliance program, leading to internal control lapses and obvious red flags in expense reports. Although Deere has since taken significant remedial actions, including firing culpable employees and enhancing its compliance and internal audit programs, the situation underscores persistent compliance challenges even for large, sophisticated firms. This episode serves as a reminder of the essential compliance lessons from past decades that firms must steadfastly adhere to.

Key Highlights:

  • Details of the Bribery Scheme
  • Internal Control Violations
  • Pre- and Post-Acquisition Due Diligence Issues
  • Remedial Steps and Improvements
  • Root Cause Analysis and Lessons Learned

Resources:

Matt in Radical Compliance

Tom

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Great Women in Compliance

Great Women in Compliance: Karen Woody on The Voice of Victims in Negotiated Plea Agreements

The recent Boeing plea agreement has led to many discussions about the role of victims in negotiated settlements, and today we have one of the top academic experts on the SEC and financial securities regulation, Karen Woody.  Karen is an associate professor at Washington & Lee School of Law. Karen and Lisa discuss why the Boeing case is a good example of who the victims are because the victims suffered a tragedy.  However, many other white-collar cases (we hope) are not as clear, especially in the FCPA bribery context, and what avenues of relief that others have, particularly in the international context.

Lisa and Karen also follow on the prior episode’s discussion of internal controls, particularly in light of the Solarwinds case. They talk about whether internal controls are the appropriate way for the SEC to pursue certain claims, such as cybersecurity or in a bribery case, and whether they should be limited to accounting provisions and whether other controls would be more appropriate, and if they don’t exist, should they?

Karen also shares her journey into academia and gives some practical tips for those who are interested in teaching and how to be resilient when one hits roadblocks. #GWIC is proud to announce that it has been nominated for the WomenInPodcastAwards. This is a people’s choice award and whether you vote for #GWIC or other nominees, we ask that you send the elevator back down by voting. Voting opens August 1, 2024, and details can be found on the #GWIC Linkedin page at http://www.linkedin.com/groups/12156164

Resources:

Join the Great Women in Compliance community on LinkedIn here.

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Blog

Tone at the Top Week: Part 3 – Email as a Strategic Compliance Tool

We continue exploring how CEOs and senior executives are uniquely positioned to emphasize the importance of ethical behavior and adherence to compliance regulations. Today, we consider the humble email and how it can be one of the most effective ways to communicate this Tone at the Top on doing business ethically and in compliance. These written communications can formalize the company’s stance on compliance, ensuring that the message is clear, consistent, and accessible to employees at all levels.

Emails allow senior leadership to broadcast the company’s compliance goals and demonstrate that these goals are integral to the business’s strategic vision. Done correctly, they reinforce the notion that compliance is everyone’s responsibility and provide a continuous reminder of the company’s commitment to ethical behavior. Today, we will lay out five specific ways a CEO or senior executive can use emails to establish and maintain an appropriate tone at the top for a best practices compliance program.

  • Make Compliance a Regular Topic in CEO Communications

To ensure compliance is integrated into the company’s operations and not seen as an afterthought, it must become a consistent topic in CEO communications. When compliance is presented alongside other business goals, such as financial performance or growth strategies, it signals to employees that ethical conduct is integral to the company’s success. This matters because if doing business ethically and in compliance is only mentioned when something goes wrong, it reinforces the idea that compliance is reactive and only addressed in crises. You create a proactive compliance culture by incorporating compliance updates into quarterly or monthly CEO communications. This shows employees that compliance is as important as any other business objective.

Implementation

  1. Include a dedicated section on compliance in your regular CEO emails. Highlight the importance of staying compliant with industry regulations and company policies.
  2. Emphasize how compliance helps the company achieve its broad business objectives. For instance, explain how maintaining strong compliance practices can enhance the company’s reputation, build stakeholder trust, and create long-term value.
  3. Regularly update employees on the status of the compliance program—such as new initiatives, policy updates, or risk areas that the company is monitoring—demonstrating that compliance is part of the company’s ongoing strategic efforts.
  • Celebrate Ethical Behavior Through Recognition

One of the most impactful ways to promote a compliance culture is publicly recognizing and celebrating ethical behavior. Emails offer a convenient and highly visible platform to acknowledge individuals or teams who have supported the company’s compliance efforts. Recognizing these contributions boosts morale and sets a standard for others to follow.

This is significant because celebrating ethical behavior publicly sends a clear message to employees that compliance is valued and rewarded. It also reinforces that ethical decision-making is an achievement, not just a minimum expectation. This builds a positive association with compliance and motivates employees to take ownership of their role in the compliance program.

How to Implement

  1. Use your email communications to highlight specific examples of individuals or teams demonstrating exceptional commitment to compliance. Share what they did, why it mattered, and how their actions helped the company avoid risks or comply with regulations.
  2. If applicable, tie these recognitions to broader company values, showing how ethical behavior aligns with the company’s mission and goals.
  3. Consider establishing a regular “compliance champion” recognition in your emails to create an ongoing tradition of celebrating compliance successes.
  • Respond Promptly to Industry or Regulatory Changes

In today’s rapidly evolving regulatory landscape, staying ahead of industry changes is critical for maintaining compliance. When new regulations or legal requirements are introduced, the CEO needs to address these developments with the company quickly. This demonstrates that leadership is aware and engaged and helps employees understand how these changes impact their day-to-day responsibilities.

This is critical because the quicker a company adapts to regulatory changes, the less likely it is to fall out of compliance, reducing the risk of fines, penalties, or reputational damage. By issuing timely communications explaining how the company will adapt, the CEO sets a clear expectation that staying compliant is a priority.

How to Implement

  1. When new industry regulations or legal changes arise, send an email explaining what the changes mean for the company and what steps are being taken to comply.
  2. Provide specific guidance for departments or teams directly affected by the changes. For example, if new data privacy laws are introduced, explain what the legal team, IT department, or data-handling staff must focus on to ensure compliance.
  3. Emphasize that compliance with new regulations is not optional—it is critical to the company’s continued success and ethical standing in the industry.
  • Encourage the Reporting of Compliance Concerns

A key component of any successful compliance program is the ability for employees to raise concerns without fear of retaliation. Regularly reminding employees of the company’s whistleblower program and other reporting mechanisms demonstrates leadership’s commitment to fostering a safe and open environment.

This is imperative because employees must feel that their voices will be heard and their concerns will be addressed. The CEO reinforces that transparency and accountability are core company values by regularly encouraging employees to report ethical or compliance-related issues.

How to Implement

  1. Periodically remind employees of the available reporting channels, such as the company’s whistleblower hotline, ethics portal, or designated compliance officers.
  2. In your emails, emphasize that all reports will be taken seriously and that there is zero tolerance for retaliation against those who raise concerns in good faith.
  3. Share anonymized examples (if appropriate) of how the company has successfully addressed issues raised by employees, demonstrating that reporting leads to positive action.
  • Endorse Major Compliance Initiatives

A compliance program’s success hinges on visible support from senior leadership. By personally endorsing new compliance initiatives—policy updates, training sessions, or new risk management tools—the CEO lends credibility to the program and encourages employee engagement.

This is crucial because, as the CEO publicly supports a compliance initiative, it signals to the entire organization that the program is not just a legal requirement but a top priority for the company. Employees are more likely to participate in training sessions and adhere to policies if they know senior leadership is fully behind these efforts.

How to Implement

  1. Send a personal email when launching major compliance-related initiatives, such as a new code of conduct, mandatory training sessions, or policy updates.
  2. Explain why the initiative is important in your message and how it will benefit the company and its employees. Be clear that participation is expected and necessary for maintaining the company’s ethical standards.
  3. Follow up on the initiative’s progress in subsequent communications, reinforcing that the company is committed to maintaining compliance over the long term.

Emails offer a direct, personal, and effective way for CEOs and senior executives to establish and maintain an appropriate tone at the top for a best practices compliance program by making compliance a regular topic, celebrating ethical behavior, responding to regulatory changes, encouraging the reporting of concerns, and endorsing major compliance initiatives.

When done consistently, these email communications help build a strong compliance culture. Employees understand that ethical behavior is not just encouraged—it’s a fundamental part of how the company operates. As a result, compliance becomes integrated into daily business practices, reducing risk and fostering long-term success.

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Innovation in Compliance

Innovation in Compliance: Greg Shultz on Key Traits for Compliance Professionals: Connecting and Listening

Innovation comes in many areas and compliance professionals need to not only be ready for it but embrace it. Join Tom Fox, the Voice of Compliance, as he visits with top innovative minds, thinkers, and creators in the award-winning Innovation in Compliance podcast.

In this episode, Tom welcomes Greg Shultz, the founder of Conformitise, to take a deep dive into his journey in operationalizing compliance in some of the world’s largest companies. Shultz also advises into the essential skills required for a thriving career in compliance.

Emphasizing the importance of active listening, Shultz shares the significance of listening again before advising to foster a collaborative partnership with business teams. Forming personal connections is highlighted, particularly through face-to-face interactions with investment teams, which helps in understanding different personas and building strong relationships over time. Our discussion also touches on the evolving role of data analytics in the compliance field, stressing its criticality in managing global data and mitigating risk in today’s super funds landscape. This episode is a must-listen for anyone aiming to step into or advance within the compliance profession.

Key Highlights:

  • Introduction to Compliance Professional Skills
  • The Importance of Listening and Advising
  • Building Strong Relationships
  • The Role of Data Analytics in Compliance

Resources:

Greg Shultz on LinkedIn

Tom Fox

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Daily Compliance News

Daily Compliance News: September 17, 2024 – The $100+$106MM Edition

Welcome to the Daily Compliance News. Each day, Tom Fox, the Voice of Compliance, brings you compliance-related stories to start your day. Sit back, enjoy a cup of morning coffee, and listen in to the Daily Compliance News. All from the Compliance Podcast Network. Each day, we consider four stories from the business world: compliance, ethics, risk management, leadership, or general interest for the compliance professional.

  • First Energy pays $100MM to settle SEC charges. (WSJ)
  • Walgreens to pay $106.8MM for allegations of overbilling.  (WSJ)
  • TikTok faces tough questions from the Court of Appeals. (Reuters)
  • 2 Ex-NYFD chiefs charged with bribery. (Bloomberg)

For more information on the Ethico Toolkit for Middle Managers, available at no charge, click here.

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