In today’s edition of Daily Compliance News:
- Kodak shares plummet. (WSJ)
- McDonald’s sues former CEO. (Click2Houston)
- Interactive Brokers to pay for AML violations. (WSJ)
- Follow on corruption litigation is expensive. (D&O Diary)
In this week’s #jammingwithjason #internalauditpodcast I’m going to let you in on a little secret. Many of you are playing the game of your career without much help. The problem is, others in your organization are getting help, which means you are playing at a big disadvantage.
I’m not talking about a lack of resources or struggling to get budget and support. It’s about getting yourself the training, coaching, and support you need to play varsity-level sport … like your peers. It’s about having the right balance (e.g. American football: offense, defense, passing, running) to get you performing at an elite status.
Take a listen and see some of the areas where getting a little extra help, will go along way in helping you play the game of your career and life as a champion.
If you are a CAE and really serious about elevating the status of internal audit in your organization, improving your executive presence, and getting best practices and thought leadership from like-minded CAEs, the CAE Forum is for you.
Submit your application to join the Chief Audit Executive (CAE) Forum. We are accepting new member applications. https://jasonmefford.mykajabi.com/caeforum
Jamming with Jason, the #1 #internalauditpodcast in the world has interviews and discussions (jam sessions) relevant to Chief Audit Executives and professionals in #internalaudit, #riskmanagement, and #compliance.
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Episode 022-Karin Volo
On this episode of The Ethics Experts, Nick speaks with Karin Volo about how Marketing and HR now have a seat at the table with IT, profits, and productivity!
Check out more episodes, and don’t forget to subscribe on your favorite podcast platform!
Where does “tone at the top” start? With any public and most private U.S. companies, it is at the Board of Directors. But what is the role of a company’s Board in compliance? First a Board should not engage in management but should engage in oversight of a CEO and senior management. The Board does this through asking hard questions, risk assessment and identification.
Initially it must be important that the Board receive direct access to such information on a company’s policies on this issue. The Board must have quarterly or semi-annual reports from a company’s CCO to either the Audit Committee or the Compliance Committee. Every Board should create a Compliance Committee to deal with compliance issues, as an Audit Committee may more appropriately deal with financial audit issues. A Board Compliance Committee can devote itself exclusively to non-financial compliance. The Board’s oversight role should be to receive such regular reports on the structure of the company’s compliance program, its actions and self-evaluations. From this information the Board can give oversight to any modifications to managing FCPA risk that should be implemented. CCO reporting to the Compliance Committee must be structured carefully to promote ethics and compliance.
Three key takeaways:
- A Board Compliance Committee should provide oversight not management.
- A CCO should use multiple reports to communicate with the Board Compliance Committee.
- Board Compliance Committee oversight makes companies more efficient and at the end of the day more profitable.
Welcome to a special five-part podcast series, From the Code of Conduct to Risk Assessment to Continuous Improvement: A Conversation with Convercent and StoneTurn. This week’s podcast series is jointly sponsored by Convercent and StoneTurn. In this podcast series we will explore the impacts on corporate compliance programs from the recently released 2020 Update to the Department of Justice’s (DOJ) Evaluation of Corporate Compliance Programs (2020 Update). We focus on investigations, data analytics, evaluating compliance programs, internal reporting and corporate culture. Participants in this podcast series include: from Asha Palmer, Chief Compliance Officer and EVP at Convercent; and Rex Homme, Michele Edwards, and Stephen Martin, all Partners at StoneTurn. In this first episode, we take a deep dive with Rex Homme into conducting investigations and ensuring consistent outcomes.
Join us tomorrow, as Asha Palmer, EVP at Convercent discusses best practices in internal reporting.
Resources
For more information on StoneTurn, check out their website, here.
For more information on Convercent, check out their website, here.
To download a copy of the Convercent Interactive Self-Assessment based on the 2020 Update to the Evaluation of Corporate Compliance Programs, click here.
In the Episode, I visit with James Koukios, partner at Morrison & Foerster, Editor-in-Chief of the firm’s Top 10 International Anti-Corruption Developments. We visit about the firm’s Top 10 International Anti-Corruption Developments for March 2020.
Some of the highlights include:
- Portugal Freezes Assets of Africa’s Richest Woman-could this be even bigger than 1 MDB?
- Thoughts on Teva FCPA enforcement action in the context of it completing its DPA.
- What is the DOJ saying around FCPA enforcement in the Covid-19 era? (IE., any change in enforcement cadence)
- What significance, if any, do you see in Mexico request to extradite former Pemex official?
- OECD Expresses Concern over Costa Rica’s Foreign Bribery Enforcement Record. What does this mean?
Resources
To a copy of the Top 10 International Anti-Corruption Developments for March 2020 Newsletter click here.
In today’s edition of Sunday Book Review:
- ‘The Saddest Words: William Faulkner’s Civil War,’ by Michael Gorra
- El Jefe: The Stalking of Chapo Guzmán,’ by Alan Feuer
- Life of a Klansman: A Family History in White Supremacy,’ by Edward Ball
- Reaganland: America’s Right Turn 1976-1980,’ by Rick Perlstein
In today’s edition of Daily Compliance News:
In this episode, I visited with Don Stern, Managing Director of Corporate Monitoring & Consulting Services. We consider how the M&A process benefits from independent oversight. Stern believes the best time to bring in an independent is “as early as is practicable”. By doing so there can be preliminary discussions with senior management about the process, sometimes at the Chief Executive Officer (CEO) level and at other times with the Chief Financial Officer (CFO). From these initial meetings an independent monitor could be a part of the acquirer’s team assembled for the project. He also noted there would probably be a due diligence room with documents made available for the acquiring company to review under a nondisclosure agreement (NDA). That could be meetings where teams from one company meet with teams from the other company. Stern reminded us that M&A work to some extent is “a fire drill, as everyone’s working very hard in compressed time schedules, trying to do a lot in a very short period of time.” This means at times issues pop up which may require the companies to further negotiate the terms of an escrow or other risk management protection for the buyer.
A key is the independent nature of the monitor. Part of it is that they have no stake in the outcome, no stock to vest or other remuneration. Also, it is natural for the target company’s employees to have their guard up as they are more than a little wary about anybody coming in and asking a question. Stern said, “I find that people open up, I’m more willing to be forthcoming when somebody’s outside either company comes in and is asking the questions really in a non-threatening way. The independent monitor is just looking for the facts. I find that we are able to get more information than I think we would otherwise get if we were not independent.”
This FCPA Safe Harbor for M&A re-emphasizes how powerful a tool an independent monitor can be in the M&A context. Stern ended his remarks by noting that the Department of Justice (DOJ) certainly sees it as good practice to have a third party independent involved on both the company side and the reporting side, if required. All of this lends credibility to your ethics and compliance program. If your company finds itself under scrutiny from a M&A transaction, you can take some comfort in the strategies outlined in this series.