Tag: Board of Directors

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Across the Board

Across the Board – Episode 4: Metrics and Senior Management

In this special 5-part podcast series, I am visiting with David Greenberg, Special Advisor at LRN. We are taking a deep dive into the LRN White Paper entitled, “What’s the Tone at the Very Top: Board and Compliance: The Role of Boards in Overseeing Corporate Ethics & Compliance”. In this podcast series we explore the white paper in depth and provide the Chief Compliance Officer and compliance practitioner with succinct and practical tips for educating, dealing with and reporting to a Board of Directors. In Episode 4, we look metrics which a BOD should consider and how a Board should oversee senior management around ethics, compliance and culture.
Some of the highlights from the podcast include:

  • CECOs want their boards will send stronger signals to executive management about the importance of embedding ethics and compliance in the company’s business.
  • CECOs want boards to hold management more accountable for ethics and compliance
  • A BOD should ask management ‘What have you done to assure compliance. Show me.’
  • Why should a Board be concerned about metrics around culture?
  • What measures should a Board employ for culture and ethics?

Check out the LRN White Paper What’s the Tone at the Very Top: Board and Compliance: the Role of Boards in Overseeing Corporate Ethics & Complianceby clicking here.

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Daily Compliance News

Daily Compliance News: March 23, 2019-the who’s on your Board edition

MARCH 23, 2019 BY TOM FOX


In today’s edition of Daily Compliance News:

  • Should safety be a ‘nice to have’? (New York Times)
  • Boeing loses first contract for 737 MAX jets. (Wall Street Journal)
  • Unrepentant Rujat Gupta says jury got it wrong, he never violated the law. (New York Times)
  • What is his compliance experience? Shaq joins the Papa John Board of Directors (Business Insider)
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This Week in FCPA

This Week in FCPA-Episode 146 – Ides of March (formerly St. Patty’s Day) edition

On this Ides of March tAs the St. Patrick’s Day weekend is upon, and we are all Irish at least for a day, Tom and Jay are joined by our favorite Irishman (and the Coolest Guy in Compliance), Matt Kelly to take a look at some of this week’s top compliance and ethics stories which caught their collective eyes this week.

  1. Massive corruption scandal rocks college admissions across the country. Dana Goldstein and Jack Healy in the NYT. Douglas Belkin and Jennifer Levitz in the WSJ. Nick Anderson in the Washington Post.
  2. FARA, FARA, FARA. Katie Brenner in the NYT. Dan Packel in Law.com.
  3. Former KPMG national practice leader convicted in PCAOB scandal. Michael Rapaport reports in the Wall Street Journal.
  4. Will the US finally clamp down on shell companies? Matthew Stephenson is cautiously optimistic in the Global Anti-Corruption Blog. General David Petraeus and Sheldon Whitehouse explain why it’s a national security issue in an Op-Ed piece in the Washington Post.
  5. Head coaches behaving badly as LSU head basketball coach suspended indefinitely in NCAA recruiting scandal. Ross Dellenger reports in Sports Illustrated.
  6. DOJ quietly modifies Corporate FCPA Enforcement Policy. Clare Hudson and Adam Dobrik report in GIR. (sub req’d) DOJ policy of self-disclosure making headway. Mingqi Sun in the WSJ Risk and Compliance Journal.
  7. Did Oracle violate the FCPA? (Tech Central)
  8. 1MDB scandal back in the news as former Goldman Sachs banker Timothy Leissner and Roger Ng banned from banking industry for life. David Simpson reports in Law360. (sub req’d) Also-did Jho Low contribute to Trump campaign? Tom Wright and Bradley Hope in the Wall Street Journal.
  9. How can you engage a BOD on cyber risks? Deloitte’s Khalid Kark, Tonie Leatherberry and Debbie McCormack in the Harvard Law School Forum on Corporate Governance.
  10. Tom continues with fan fav podcast series this week, the Adventures in Compliance this week.Check out the following: Part 1-The Red Circle; Part 2-The Abbey Grange; Part 3– The Priory School; Part 4-The Six Napoleons; and Part 5-The Empty House. The podcast is available on multiple sites: the FCPA Compliance Report, iTunes, JDSupra, Panoply and YouTube. The Compliance Podcast Network is now also on Spotify. It is now on Corporate Compliance Insights.
  11. In a special guest segment, Matt Kelly reports on the highlights from Ethisphere’s Global Business Ethics Summit, which was held this past week in New York.
  12. Check out the latest edition of Popcorn and Compliance where Tom and Jay look at Captain Marvel. It posts Saturday, March 16 on the Compliance Podcast Network.

Tom Fox is the Compliance Evangelist and can be reached at tfox@tfoxlaw.com. Jay Rosen is       Mr. Monitor and can be reached at jrosen@affiliatedmonitors.com.
For more information on how an independent monitor can help improve your company’s ethics and compliance program, visit our sponsor Affiliated Monitors at www.affiliatedmonitors.com.

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This Week in FCPA

This Week in FCPA-Episode 145 – Conferencing in America edition

Tom and Jay were both conferencing this week, albeit in different disciplines. Tom at Podfest Expo and Jay at the ABA White Collar Crime conference. In between they discussed some of this week’s top compliance and ethics stories which caught their collective eyes.

  1. MTS has massive FCPA resolution. Harry Cassin breaks the story in the FCPA Blog. See DOJ Press Release. See SEC Cease and Desist Order.
  2. CTFT to follow DOJ lead on enforcement and SEC lead on Whistleblowers. Dick Cassin reports in the FCPA Blog. See CTFT Press Release.
  3. Hacienda Healthcare is one of the worst corporate governance failures ever. Matt Kelly writes about it in Radical Compliance. Tom and Matt take a deep dive in Episode 113 of Compliance into the Weeds.
  4. Gulnara Karimova charged with conspiracy to commit money laundering in the whooping amount of $866MM. Harry Cassin reports in the FCPA Blog. See DOJ Press Release.
  5. Are consumers the new regulators of global business practices? Richard Young explores in the Navex Global’s Ethics and Compliance Matters
  6. Are Boards getting sufficient information on risk? Kristin Broughton reports in the WSJ Risk and Compliance Journal. Matt Kelly says compliance professionals can help in Navex Global’s Ethics and Compliance Matters.
  7. Is Baker MacKenzie in deep trouble over JBF bribery settlement? Former partner to be deposed over hire of Brazilian prosecutor. Michael Macagnone reports in Law360. The same partner left the firm to join Peirce Bainbridge, Clara Hudson reports in GIR. (sub req’d on both)
  8. Dutch prosecutors have told Shell the company will be criminally indicted over its role in obtain drilling rights in Nigeria. Chloe Taylor reports in CNBC.com.
  9. Jay begins a new role as a Featured Columnist on Corporate Compliance Insights. Check out CCI’s cool new look. (Interview with CCI’s new EIC Sarah Haddon next week).
  10. Rod Rosenstein says farewell to the compliance community. Text of Rosenstein speech here.
  11. Tom returns his periodic podcast series the Opinion Release Papers, with a five-part offering this week. Check out the following: Part 1-Opinion Release 10-03 on charitable donations under the FCPA; Part 2-Opinion Release 10-02 on hiring foreign officials as agents; Part 3– Opinion Release 07-01, travel for foreign officials; Part 4-Opinion Release 07-02, travel for and entertainment of foreign officials; Part 5-Opinion Release 11-01, why should you use the process. The podcast is available on multiple sites: the FCPA Compliance Report, iTunes, JDSupra, Panoplyand YouTube. The Compliance Podcast Network is now also on Spotify. It is now also on Corporate Compliance Insights.

Tom Fox is the Compliance Evangelist and can be reached at tfox@tfoxlaw.com. Jay Rosen is       Mr. Monitor and can be reached at jrosen@affiliatedmonitors.com.
For more information on how an independent monitor can help improve your company’s ethics and compliance program, visit our sponsor Affiliated Monitors at www.affiliatedmonitors.com.

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Blog

Day 20 of 30 Days to a Better Compliance Program, the Board of Directors’ Compliance Committee

Key Takeaways

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

For more information, check out my book Doing Compliance: Design, Create and Implement an Effective Anti-Corruption Compliance Program, which is available by clicking here.  ]]>

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Blog

Day 19 of 30 Days to a Better Compliance Program, Compliance Expertise on the Board

Office of Inspector General (OIG) has called for greater compliance expertise at the Board level. The OIG said that a Board can raise its level of substantive expertise with respect to regulatory and compliance matters by adding to the Board, a compliance member. The presence of a such a compliance professional with subject matter expertise on the Board sends a strong message about the organization’s commitment to compliance, provides a valuable resource to other Board members, and helps the Board better fulfill its oversight obligations. Mike Volkov looked at it from both a practical and business perspective and has stated, “I have witnessed firsthand that companies that have a board member with compliance expertise usually have a more aggressive and effective compliance program. In this situation, a Chief Compliance Officer has to answer to the board for the company’s compliance program, while receiving the resources and support to accomplish compliance tasks.” Roy Snell sees it through the prism of the compliance profession and has said, “If you ask most companies if they have compliance expertise on their Board… most would say yes. When asked who the compliance expert is they typically point to a lawyer, auditor, risk manager, or an ethicists. None of these professions are automatically compliance experts. All lawyers have different specialties.” He goes on to state that what regulators want to see is specific compliance expertise at the Board level. He noted, “the government is looking for is not generic compliance expertise. They are looking for compliance program management expertise. Hui Chen, the DOJ Compliance Counsel, has continually talked about the need for companies to operationalize their compliance programs. She intones businesses must work to literally burn compliance into the fabric and DNA of their organization. Having a Board member with specific compliance expertise, heading a Board level Compliance Committee can provide a level of oversight and commitment to achieving this goal. It will not be long before the DOJ and SEC begin to require this step in any FCPA enforcement action resolution. This means that when your company is evaluated by Chen, under the factors set out in Prong Three of the FCPA Pilot Program, 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 subject matter expertise on the Board and on that committee.

Key Takeaways

  1. Boards must have compliance expertise.
  2. Government regulators and shareholder groups have both called for greater compliance expertise at 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 my book Doing Compliance: Design, Create and Implement an Effective Anti-Corruption Compliance Program, which is available by clicking here. Both government regulators and shareholder groups have both called for greater compliance expertise at the Board.]]>

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Across the Board

Across the Board-Episode 3, Jonathan Marks on a fraud examiner reporting to the Board

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Across the Board

Across the Board-Episode 6, Climate Impact-Will Your Assets Be Stranded?

SSGA’s Perspective On Effective Climate Change Disclosure”. While the white paper focused more specifically on climate impact and climate risk to businesses in the energy and mineral extractive industry, it set out a protocol which every Board of Directors can use for a wide variety of risks, including compliance risk.
We consider the purpose & methodology of SSGA’s white paper. We take a deep dive into the four areas of how a Board can better position climate change risk:

  1. Governance and board oversight of climate risk
  2. Establishing and disclosing long-term GHG goals
  3. Disclosing information on carbon price assumptions
  4. Discussing impacts of scenario planning on tong-term capital allocation impact

We then consider the SSGA approach in the context of a broader risk management process through the exploration of such issues as

  1. How broadly do climate related changes impact businesses?
  2. How should businesses prepare for disruption due to climate change or climate impact?
  3. Is there a business opportunity for companies which engage in strategic risk management around climate change?

For more from Rahki Kumar on the SSGA white paper, its application to the anti-corruption compliance practitioner, and management of strategic risk; see my blog post Will Your Assets Be Stranded? The Risk Management Process in ESG and Compliance
[tweet_box design=”default” url=”http://wp.me/p6DnMo-3xI” float=”none”]A robust risk management process provides both risk mitigation and significant business opportunities.[/tweet_box]]]>

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Across the Board

Across the Board-Episode 5, Visualization of Data for a Board

here.
[tweet_box design=”default” url=”http://wp.me/p6DnMo-3wA” float=”none”]What does a Board of Directors need to facilitate an unstructured dialog with management?[/tweet_box]]]>

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Across the Board

Across the Board-Episode 4, Why Wells Fargo Needs Compliance Expertise on the Board

prevent, detect and remediate. In addition to getting its regulatory house in order, Wells Fargo has one very large culture problem which needs compliance expertise. Even for a former Bank president, the issue of compliance is at the absolute forefront of Wells Fargo’s miasma.
[tweet_box design=”default” url=”http://wp.me/p6DnMo-3vL” float=”none”]Wells Fargo needs a true compliance expert on its Board of Directors.[/tweet_box]]]>