Categories
31 Days to More Effective Compliance Programs

One Month to a More Effective Compliance Program with Boards – Compliance Expertise on the Board

Every Board of Directors needs a true compliance expert sitting at the table. Almost every Board has a former CFO, former head of Internal Audit, or persons with a similar background, and often these are also the Audit Committee members of the Board. Such a background brings a level of sophistication, training, and SME that can help all companies with their financial reporting and other finance-based issues. So why is there, not such compliance SME at the Board level?

This requirement was set out in 2017 in the FCPA Corporate Enforcement Policy, where one of the criteria to be evaluated in a compliance program is “the availability of compliance expertise to the board.” Finally, the 2020 Update to the Evaluation of Corporate Compliance Programs, under the section entitled Oversight, posed the following questions What compliance expertise has been available on the Board of Directors?

The DOJ and Securities and Exchange Commission introduced this concept to the FCPA Resource Guide, 2nd edition. It means that when your company is evaluated by the DOJ, under the factors set out in the 2020 Update and the FCPA Corporate Enforcement Policy, to retrospectively determine if your company had a best practices compliance program in place at the time of any violation, you need to have not only the structure of the Board-level Compliance Committee but also the specific SME on the Board and on that committee.

Three key takeaways:

  1. Boards must have compliance expertise.
  2. Government regulators and shareholder groups have both called for greater compliance expertise on the Board.
  3. Compliance expertise at the Board works up and down as such expertise can be a resource to both the CCO and Compliance Department.

For more information check out The Compliance Handbook, 3rd edition, available from LexisNexis here.

Categories
Trekking Through Compliance

Trekking Through Compliance-Episode 6-Mudd’s Women

In this episode of Trekking Through Compliance, we consider the episode Mudd’s Women, which aired on October 13, 1966, Star Date 1329.1.

Harry Mudd attempts to evade the Enterprise with his small class J cargo ship and leads it into an asteroid field. The Enterprise extends its shields over Harvey’s ship, burning out three of its four lithium crystals. The crew of the Enterprise becomes fascinated with the three beautiful women Mudd has been transporting.
As a result of the destruction of three of its lithium crystals, the Enterprise is forced to divert to Rigel 12 to obtain new crystals. Mudd makes his bargain with the lithium miners on the planet. At Mudd’s prompting, the miners offer to provide Kirk with lithium only in exchange for Mudd’s freedom and the three women. Kirk learns the women’s beauty secret: Mudd has been providing them with the Venus drug. Kirk beams down to collect the lithium from Childress while providing Evie with red gelatin she believes to be the Venus drug. Evie believes herself again to be beautiful and unintentionally reveals her natural inner beauty. In the end, Kirk gets his lithium, Evie remains with Childress, and Mudd is taken into custody.
Compliance Takeaways:
  1. How can your risks change, and are you prepared?
  2. A CCO needs to understand you may not be telling the truth to them.
  3. Have you added the Modern Slavery requirements to your compliance regime?
Resources
The story synopsis comes from the Excruciatingly Detailed Plot Summary by Eric W. Weisstein for Mudd’s Women.
Additional insights from the MissionLogPodcast.com episode Mudd’s Women
Categories
Great Women in Compliance

Great Women in Compliance – Carolyn Renzin on Compliance at FanDuel

Welcome to the Great Women in Compliance Podcast, hosted by Mary Shirley and Lisa Fine.

Over the past few years, it seems like fantasy sports and online gaming have a higher profile than ever, and they are part of a rapidly growing industry. Today’s guest, Carolyn Renzin, is the Chief Legal and Compliance Officer at FanDuel, which is one of the leaders in that space. In a wide-ranging discussion, Carolyn and Lisa discuss building a compliance function at the same time an industry framework is being built, and how she has grown her team. She also talks about FanDuel’s commitment to integrity – both as an organization and for professional sports in general.

Her analogy between sports and her role is one we can all keep in mind – “you play offense, we play defense, and we need each other.”

You can find the Great Women in Compliance Podcast on the Compliance Podcast Network where you can find several other resources and podcasts to keep you up to date in the Ethics and Compliance world. You can also find the GWIC podcast on Corporate Compliance Insights where you can learn more about the podcast, stream prior episodes and catch up on Mary’s monthly column “Living Your Best Compliance Life.”

Corporate Compliance Insights is a much-appreciated sponsor and supporter of GWIC, including affiliate organization CCI Press publishing the related book; “Sending the Elevator Back Down, What We’ve Learned from Great Women in Compliance” (CCI Press, 2020). If you enjoyed the book, the GWIC team would be very grateful if you would consider rating it on Goodreads and Amazon and leaving a short review.  Don’t forget to send the elevator back down by passing on your copy to someone who you think might enjoy reading it when you’re done, or if you can’t bear parting with your copy, consider it as a holiday or appreciation gift for someone in Compliance who deserves a treat.

If you enjoyed the book, the GWIC team would be very grateful if you would consider rating it on Goodreads and Amazon and leaving a short review.  Don’t forget to send the elevator back down by passing on your copy to someone who you think might enjoy reading it when you’re done, or if you can’t bear parting with your copy, consider it as a holiday or appreciation gift for someone in Compliance who deserves a treat.

You can subscribe to the Great Women in Compliance podcast on any podcast player by searching for it and we welcome new subscribers to our podcast.

Join the Great Women in Compliance community on LinkedIn here.

Categories
31 Days to More Effective Compliance Programs

One Month to a More Effective Compliance Program with Boards – The Board Compliance Committee

Under the U.S. Sentencing Guidelines, the Board must exercise reasonable oversight on the effectiveness of a company’s compliance program. The DOJ Prosecution Standards posed the following queries: 1) Do the directors exercise independent review of a company’s compliance program? and 2) Are directors provided information sufficient to enable the exercise of independent judgment? Moreover, the  FCPA Resource Guide, 2nd edition required a CCO to have direct access to the Board or an appropriate sub-committee and requires a tangible commitment from the top levels of an organization, starting with the Board of Directors, that the company creates an ethical culture.

This requirement was brought forward in 2017 in the FCPA Corporate Enforcement Policy. Finally, nn the 2020 Update to the Evaluation of Corporate Compliance Programs, under the section entitled Oversight, it posed the following questions What compliance expertise has been available on the board of directors? Have the board of directors and/or external auditors held executive or private sessions with the compliance and control functions?
Today’s regulatory climate and hyper-transparency in social media make a Board Compliance Committee’s task seem Herculean. But more than simply the regulatory climate, shareholders are taking a much more active role in asserting their rights against Boards of Directors. It is incumbent that Boards seek out and obtain sufficient information to fulfill their legal obligations and keep their company off the front page of the New York Times, Wall Street Journal or Financial Times, just to name a few, to prevent serious reputational damage. A Board Compliance Committee is a good place to start.
Three key takeaways:

  1. The Board Compliance Committee exists to provide oversight and assist the CCO, not to substitute its judgment for that of the CCO.
  2. The Board Compliance Committee should work to hold the CCO accountable to hit appropriate metrics.
  3. The Board Compliance Committee is ideal for leading the efforts around strategic planning.

For more information check out The Compliance Handbook, 3rd edition, available from LexisNexis here.

Categories
Daily Compliance News

Daily Compliance News: June 7, 2023 – The Built on Non-Compliance 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.

  • SEC brings an action against Coinbase for allowing trading of unregistered securities. (NYT)
  • SEC brings an action against Binance for commingling of funds. (NPR)
  • Argentina corruption case against Cristina Fernandez is dismissed. (AP)
  • Gensler says crypto built on ‘non-compliance’. (FT)
Categories
Compliance Into the Weeds

Compliance into the Weeds: Compliance and Middle Managers

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

Join Tom and Matt as they delve into middle managers’ crucial role in fostering a culture of ethics and compliance within organizations. In this episode, the hosts discuss compliance officers’ challenges in working with middle managers and share some practical tips on building alliances, teaching soft skills, and developing personal relationships. They also examine the use of incentives and consequence management in promoting compliance and highlight the need for positive incentives for middle managers. Take advantage of this insightful and thought-provoking discussion on enforcing internal controls in a compliance program and learn more about the different ways to ensure compliance in gift travel and entertainment expenses. Tune in now to stay ahead in the world of compliance!

Key Highlights:

  • The Role of Middle Managers in Compliance
  • Training Middle Managers on Ethical Leadership
  • Investing in middle managers for ethical conduct
  • Compliance: Incentives and Consequence Management

 Notable Quotes:

“Compliance officers need to think about because you live and die in the success of your corporate culture, and the middle managers are the custodians of that culture.”

“Compliance officers should think about how do I help middle managers. How do I coach them on how to be good leaders?”

“Nothing is as significant as that personal touch point.”

“If the middle manager either turned a blind eye to the unethical practice or should have known about it but was just so aimless about it and didn’t care, should that middle manager suffer consequences along with the frontline employees who committed the offense? And the answer was generally yes.”

 Resources

Matt 

LinkedIn

Blog Post in Radical Compliance

Tom 

Instagram

Facebook

YouTube

Twitter

LinkedIn

Categories
31 Days to More Effective Compliance Programs

One Month to a More Effective Compliance Program with Boards – Prudent Discharge of Board Obligations

What are the obligations of a Board member regarding the FCPA? Are the obligations of the Compliance Committee under the FCPA at odds with a director’s “prudent discharge of duties to shareholders”? Do the words prudent discharge even appear anywhere in the FCPA? In the case of Stone v. Ritter, the proposition is found that “a duty to attempt in good faith to assure that a corporate information and reporting system, which the board concludes is adequate, exists.” From the case of In re Walt Disney Company Derivative Litigation, she drew the principle that directors should follow the best practices in ethics and compliance. The Board has the role of monitoring the performance of the compliance function, including monitoring the performance of it using customary economic metrics and overseeing compliance with applicable laws and regulations.

While the Board is not responsible for auditing or ferreting out compliance problems, it is responsible for determining that the company has an appropriate system of internal controls. The Board should also monitor company policies and practices that address compliance and matters affecting the public perception and reputation of the company. Every company should ensure that it conducts appropriate compliance training for employees and conducts regular compliance assessments. Finally, the Board must take appropriate action if and when it becomes aware of a material problem it believes management is not properly handling.
There is no reference to prudent discharge in the FCPA itself. However, a Board member might think more than twice about the prudent discharge of duties to the shareholders as both the DOJ and SEC now might wish to look into a Board’s prudent discharge of duties under the FCPA.

Three key takeaways:

  1. What is prudent discharge?
  2. What is your process for doing compliance at the Board level?
  3. A Board must have active rather than passive engagement around compliance.

For more information, check out The Compliance Handbook, 3rd edition, available from LexisNexis here.

Categories
Innovation in Compliance

Passion, Podcasting and Perspective with Eli Marcus

Exploring the most intriguing minds and their stories can motivate us. In this episode of Innovation In Compliance, host Tom Fox talks with Eli Marcus, a fellow member of the C-Suite Network and a prominent figure in the self-help sector. They delve into Marcus’s career, his transition from the world’s largest seminar company owner to a celebrated podcaster, and his unending quest for knowledge and personal development. They also dissect the intimate power of podcasting and the significance of asking the right questions.

Eli Marcus has a passion for self-help and motivation. Growing up as a “non-fiction self-help geek,” Eli found solace and guidance in books, which later fueled his entrepreneurial spirit. He went on to establish the Seminar Center in New York City, which quickly became the world’s largest seminar company, hosting iconic figures ranging from Michael Jackson to motivational speakers like Les Brown. Marcus has embraced the transformative power of podcasting and is the host of The Motivation Show, a popular podcast within the C-Suite Network.

 

You’ll hear Tom and Eli discuss:

  • Podcasting offers a unique intimacy, fostering a one-on-one bonding experience that often reveals insights about a person’s journey, interests, and perspectives that might not emerge in other formats.
  • “The quality of your life is determined by the quality of the questions you ask,” Eli says. He encourages listeners to probe deeper and not shy away from asking challenging questions.
  • Success doesn’t come from a one-off motivational boost. Instead, it’s about constant learning, repetitive practice, and reaching a tipping point that significantly alters your perspective.
  • Eli’s approach to his podcast involves asking the questions that pique his curiosity most; he believes his audience will share this curiosity.
  • Passion is integral to making engaging podcasts, as it resonates with listeners even on an audio level.
  • Eli’s favored guests are individuals who are well-known or have a large audience. However, he also looks for fascinating individuals, regardless of their following.
  • Learning deep things and understanding the perspectives of others can help you complain less and appreciate more.
  • The perspective of “Don’t sweat the small stuff” is valuable, and most things, in reality, are small stuff, excluding significant life events like the death of a loved one.
  • Celebration and positivity even in times of grief can be a powerful coping mechanism.

 

KEY QUOTES:

“The quality of your life is determined by the quality of the questions you ask.” – Eli Marcus

 

“I always wanted to stay in the self help game, right? How can I do this in the easiest way and just get started? And that’s the beauty of being able to do the podcast.” – Eli Marcus

 

“It’s not like you drink water once and you’re good for the rest of the year. The same thing with motivation or learning. You just got to keep learning over and over again. And sometimes what Malcolm Gladwell calls the tipping point, you need maybe 1000th time or repetition finally before it sinks in and it tips things over your way. ” – Eli Marcus

 

Resources:

Eli Marcus on LinkedIn | Instagram | Twitter | Email

Categories
SBR - Authors' Podcast

SBR Authors Podcast – Hal Hershfield, Your Future Self – Part 1

Welcome to the Sunday Book Review, the Authors Podcast! In this episode, Tom is joined by colleague Earnie Broughton. Join Tom and Earnie as they interview Hal Hershfield, author of Your Future Self, on Sunday Book Review-Author’s Edition. Delve into the psychology of decision-making and the importance of understanding present and future selves. Listen in as they discuss how organizational identity influences risk and ethical decisions and how the concept of multiple selves relates to integrity and making ethical decisions. Discover the neuroscience behind thoughts about one’s future self and how forgiveness and self-forgiveness can overcome procrastination. Learn how a connection to one’s future self can affect ethical behavior in an organizational context and find practical ways to bring ethics and compliance into workplace programs. Make sure to catch the release date of Hershfield’s upcoming book and where to find his research. Tune in now for an engaging and thought-provoking conversation!

Key Highlights Include:

·      Inaccurate Self-Prediction in Organizations

·      Collective Identity and Ethical Decision Making

·      Challenges of Future Self Concept

·      Importance of Future Self in Decision Making

·      Visualization, Procrastination, and Forgiveness

·      Connection to Future Self and Ethical Behavior

·      Ethical Behavior and Personal Values

 Notable Quotes:

“People who have a stronger sense of connection to their future selves end up doing more of the stuff that they say they want to do, saving more, for instance, reporting higher levels of subjective health.”

“If an organization has a strong collective identity and sees itself almost as a person would over time, then you might imagine if the employee is there and the decision makers there, I buy into that identity, and they feel strongly about where the organization will go in the future, then I could imagine that level of connection will be an important input into these risk decisions, ethical decisions.”

“The essential self. The one that is continuous over time that others see as these moral traits that you’re talking about…I think that relates to the ethics topic of integrity integration and bringing those disparate parts in the resonance.”

“Our future selves evoke similar activity patterns as thoughts about others. In the brain, our future selves look like other people.

Resources

Hal Hershfield

Hal Hershfield at UCLA

Your Future Self

Tom Fox

Instagram

Facebook

YouTube

Twitter

LinkedIn

Categories
Daily Compliance News

Daily Compliance News: June 6, 2023 – The Filthy Ritual 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.

  • How to prepare for increased ESG reporting requirements. (WSJ)
  • New great podcast on fraudsters. (Filthy Ritual Podcast)
  • Circuits split on Forum Selection clauses for shareholder actions. (Reuters)
  • The Pope warns of corruption risk in missionary fundraising. (AP)