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Compliance and Coronavirus

Michael Beber on M&A, IPOs and SPACs During and After Covid-19


Welcome to Exiger week on Compliance and Coronavirus. In this episode, I visit with Michael Beber, the President and CEO of Exiger. A seasoned business leader with decades of experience in the C-Suite of leading multinational corporations, Beber co-founded Exiger with Executive Chairman Michael Cherkasky and serves on its Board of Directors. We discuss M&A, IPOs and SPACs during the era of Coronavirus and moving forward.
Some of the topics include:

  • How has Covid-19 impacted IPOs?
  • Has that been different for more traditional M&A work?
  • What are SPACs and what is there future during this time?
  • What types of due diligence can be performed during this time?
  • Do you anticipate an explosion in either M&A or purchase of distressed assets going forward?

Resources
For more information, check out Exiger’s website here.

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Great Women in Compliance

Sonia Zeledon, Part 2


Welcome to the Great Women in Compliance Podcast, co-hosted by Lisa Fine and Mary Shirley.
As we continue this two part episode with the second session, Sonia shares her tips on how project management strategies can be used to maintain the tricky balance of consulting with relevant stakeholders while providing timely deliverables.  Mary supports this approach with her recommendation for setting out expectations of roles in advance using RACI charts, another project management tool.
Sonia shares how in light of the new normal her compliance program goals and personal goals have re-adjusted for the rest of 2020 and we hear about the chocolatey perks of being a staff member of The Hershey Company.
We end this episode with Mary sharing the importance of leveraging relationships and how you can use Reciprocity Rings if the idea of cashing in chips on well established relationships feels uncomfortable.
Have you been enjoying our podcast?  It’s our pleasure to have found a way in which we can give back to the community by highlighting other women, amplifying their voices and offering a scalable and efficient way to share knowledge within the Compliance community.  We’d love to know if you are getting value from our episodes – please feel free to reach out to us at GWICpod@gmail.com with feedback or rate our podcast and leave a review on your podcast app.
Join the Great Women in Compliance community on LinkedIn here.

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Compliance Into the Weeds

DFS First Cyber Case-First American Title


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. In this episode Matt and Tom go into the weeds to look at the first Cybersecurity breach case brought by the state of New York’s Department of Financial Services. Some of the highlights include:

  • What is the DFS?
  • What is Reg 500, Cyber Rules?
  • What were the First American comedy of errors?
  • CISO disavowed ownership of the issue, stating, among other reasons, that such controls were not the responsibility of respondent’s information security department.
  • No training for new employee charged with remediation.
  • First American said it did nothing wrong.

 Resources
See Matt’s blog post, Parsing DFS’ First Cybersecurity Case on Radical Compliance.

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Daily Compliance News

August 26, 2020-the Teva Indicted edition


In today’s edition of Daily Compliance News:

  • Teva US indicted on price fixing. (WSJ)
  • Car wash reaches Maersk. (NYT)
  • Did NFL concussion settlement discriminate? (WSJ)
  • Chamber to workers-it’s all on you. (WaPo)
Categories
The Compliance Life

Louis Sapirman Looks into his Crystal Ball – Where is the profession going into 2020 and Beyond


The Compliance Life details the journey to and in the role of a Chief Compliance Officer. How does one come to sit in the CCO chair? What are some of the skills a CCO needs to success navigate the compliance waters in any company? What are some of the top challenges CCOs have faced and how did they meet them? These questions and many others will be explored in this new podcast series. Over four episodes each month on The Compliance Life, I visit with one current or former CCO to explore their journey to the CCO chair. This month, my guest is Louis Sapirman, Vice President, Chief Ethics & Compliance Officer and Chief Compliance Counsel for Panasonic Corporation of North America, the principal North American subsidiary of Panasonic Corporation. He oversees the company’s regulatory and compliance function, maintaining a culture of ethics, and ensuring all employees are upholding Panasonic’s longstanding values in their work.
Louis previously served as Associate General Counsel & Chief Compliance Officer for the Dun & Bradstreet Corporation. During his tenure as CCO, the company was recognized as one of the World’s Most Ethical Companies by the Ethisphere Institute. Prior to moving in-house, Louis worked in private practice with several law firms including Wilmer Cutler Pickering Hale & Dorr and Buchanan Ingersoll. Throughout his career, Louis has been recognized for his work. In both 2015 and 2016, the Ethisphere Institute named him to their list of Attorneys Who Matter in Compliance and Ethics, and in 2010 he was named International Employment Lawyer of the Year by the Association of Corporate Counsel.
In this final episode, going forward Sapirman says it will all be about the data, data and more data and the metrics to go along with it. However, it is not enough to simply track data, both from the government’s perspective and from the business case, your business unit folks need actionable insights. There will be greater scrutiny of both CSR and the Supply Chain and that 3rd party compliance is not just about due diligence on your suppliers and finally the role of procurement in compliance. Sapirman believes there will be more professional in the field of compliance with schools having Ethics & Compliance. Compliance professionals will be more challenged with privacy issues, trade control challenges and economic sanctions as well the cultural realities of movements such as #MeToo and Black Lives Matter. We concluded with thoughts on the convergence of compliance and risk – the importance of compliance professionals understanding their position in an organization’s risk universe.

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31 Days to More Effective Compliance Programs

Incorporating compliance into long-term corporate strategy


How can a Board work to incorporate the compliance function into a long-term business strategy of the organization? A Board can do so by engaging with the CCO and compliance function through having a strong Board which is committed to doing business ethically and incompliance with anti-corruption laws and engaging actively with the CCO and compliance function. The questions have become even more important after the release of the 2020 Update. Under the topic, Seniority and Stature, are the following question What role has compliance played in the company’s strategic and operational decisions?
The starting point for a Board of Directors is to develop a framework for incorporating compliance into your long-term strategy. To set up the framework for evaluation of the compliance into your Board’s long-term strategy is a three-step process, which you can use to determine how comprehensive the Board’s role in your compliance program is as a starting point.
The Board should work to communicate the influence of compliance factors on overall corporate strategy by demonstrating how compliance was integrated into the business. Not only is this good from a business perspective and shareholder expectation but it is also, as the 2020 Update makes clear, what the government expects is the operationalization of compliance going forward.
Three key takeaways:

  1. Having a long-term strategy is critical.
  2. What is the Board’s framework for assessing compliance?
  3. Create KPIs to measure senior management’s actions around compliance.
Categories
Compliance and Coronavirus

Brandon Daniels on Data Management and Data Security Moving out of Covid-19


Welcome to Exiger week on Compliance and Coronavirus. As the Voice of Compliance, I wanted to start a podcast which will help to bring both clarity and sanity to the compliance practitioner and compliance profession during this worldwide health and healthcare crisis. In this episode, I visit with Brandon Daniels is the President of Global Markets. A regulatory expert and technology practitioner, Daniels brings more than 15 years in senior management across the financial services, life sciences and energy sectors. He is a leader in technological innovation in regulatory investigations and compliance management. Some of the topics include:

  • How security and US national security will play a bigger role moving out of Covid-19.
  • What will be some of the biggest changes in 2021?
  • What will be the role of a CCO in this increased era of corporate security?
  • Why the management of data will be so critical going forward?
  • Why Supply Chain will be a critical area moving forward?

Resources
For more information, check out Exiger’s website here.

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Innovation in Compliance

Automated Policy Management: A Necessity Not a Luxury with Mark Delgado


 
This week’s guest is the Managing Director – GRC Business Unit at Mitratech, Mark Delgado. He and Tom Fox discuss why automating policy management is no longer a luxury, but a necessity given these unprecedented times.
 

 
A Cornerstone of Compliance
Policy management is a fundamental building block of compliance, Mark says. Without it you can’t guarantee compliance or operational efficiency. He shares why automating policy management is the only way to ensure both. Apart from the benefits to business leaders and compliance professionals, he argues that employees gain from being able to access all the relevant and up-to-date policy information in one place. The COVID-19 crisis has highlighted the importance of automated policy management, given the rapid and frequent policy changes in most companies.
Information Governance in the Time of COVID
“Even though we’ve gone through a period of a lot of change and disruption to operations generally,” Mark says, “regulators, with very few exceptions, have not chosen to retreat or delay implementation or enforcement of regulations around data privacy or financial services operations or any other codes or laws that come to mind. So as organizations now have to contend with remote workforces, the need for formal and comprehensive operational enforcement of information governance has become ever more urgent. So in this world, the risk of data that’s pivotal to companies’ operations, or that contains sensitive or private information, being accessed and manipulated outside of the security of the corporate network, has massively increased.” He tells listeners how to choose a robust and comprehensive automated tool to help their business during and after this time.
Shadow IT Management and Advice for Business Leaders
Tom asks, “Mark, could you tell us about a shadow IT management solution and why you feel this is important?” Mark defines shadow IT: “Shadow IT covers the vast number of data sets that exist within an organization, but remain outside of IT’s control and often knowledge.” He explains how shadow IT management works and why it’s critical during normal business, but even more so in times like these. 
Mark shares his top three tips for navigating the health crisis. Firstly, he says, “ensure that changes to operational practices could be clearly and accurately communicated… Second, eliminate as many informal or manual processes as you can… Thirdly… take control of your mission-critical information.”
Resources
Mitratech.com
Mark Delgado on LinkedIn

Categories
Daily Compliance News

August 25, 2020-the I Like to Watch edition


In today’s edition of Daily Compliance News:

  • Mandated Due Diligence for PEPs. (WSJ)
  • Reset the corruption clock in Illinois. (ChicagoTribune)
  • E-commerce bets paying off. (WSJ)
  • Jerry Falwell, Jr. resigns (or not). (WaPo)
Categories
31 Days to More Effective Compliance Programs

The Board and succession planning for a CCO


The 2020 Update mandated a Board of Directors ensure “the sufficiency of the personnel and resources within the compliance function, in particular, whether those responsible for compliance have: (1) sufficient seniority within the organization; (2) sufficient resources, namely, staff to effectively undertake the requisite auditing, documentation, and analysis; and (3) sufficient autonomy from management, such as direct access to the board of directors or the board’s audit committee.” Here are six steps to utilize.
Examine the key corporate documents. This includes Board review of all relevant corporate governance documents, including guidelines, the Charter for Board Governance, the director nomination policy and any relevant policies setting out the appropriate protocols and procedures.
Use an assessment framework. 1) the current strengths and weaknesses of the CCO; 2) the short­ and long-term skills needs of a CCO; 3) evaluating how the Board’s assessment changes regarding departing CCOs; and 4) shifting the Board’s approach to oned based on criteria such as organization needs and director performance.
Conduct due diligence. Conduct an executive level due diligence background investigation, not simply a background check.
Maintain a pipeline. Every Board should maintain a pipeline of qualified candidates. Conditions may arise, such as health or other personal emergencies, that call for rapid director succession. It’s crucial that there are potential qualified candidates on hand to fill the gap quickly.
Assess Board policies. Just as a company should periodically assess and reassess its policies and procedures, the Board assess their policies in this area.
Disclose your succession strategy. Both a large number of institutional investors and good corporate governance advocates suggest that companies disclose their succession strategies. It provides greater transparency to stakeholders.
Benchmark your succession strategy. Every Board should benchmark its succession strategy with industry peers around the use of the steps outlined and stay aligned with the evolving policies and positions of large institutional shareholders and good corporate governance advocates.
Three key takeaways:

  1. Refreshment is a hot topic in corporate governance.
  2. Review your Board policies to understand what your company will need going forward.
  3. Transparency in succession planning.