Tag: BOD

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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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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.
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Across the Board

Across the Board-Episode 2, Sheila Hooda on the Board’s Role in the Oversight of Risk and Strategy

In this episode, we discuss the key role Board of Directors around oversight of strategy and risk. Mutual of Omaha Insurance Company and Virtus Investment Partners. She is a thought leader, regular contributor, and speaker on governance, strategy, and leadership. Prior to her board service, Ms. Hooda held senior operating roles at TIAA, Credit Suisse Investment Bank, Thomson Reuters, and McKinsey & Co. across the US, Europe, and Asia/India. Ms. Hooda is a lifetime member of the Council on Foreign Relations and serves on boards focusing on Education, Women’s Empowerment, and Global Policy. The Board of Directors has a key role in the oversight of strategic risk for an organization.

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Across the Board

Across the Board-Episode 1, The Uber Board

Oversight – What compliance expertise has been available on the board of directors?”, you need to have not only the structure of the Board Level Compliance Committee but also the specific subject matter expertise (SME) on the Board and on that committee.
Finally, recognizing that compensation can be a powerful motive to induce ethical and even business appropriate behavior the Board recommended that it use compensation to hold senior executives accountable by “incorporating ethical business practices, diversity and inclusion, and other values from Uber’s Business Code of Conduct into its executive compensation program. This compensation program would be coupled with training on the company’s revamped ethical business practices, diversity, inclusion and other key corporate values.
As is often the case, it is the editorial board at the FT which has some of the best advice for businesses, both in the UK and the US. In a piece entitled “At Uber, counting the cost of winner take all” the paper said, there are three groups which can influence the behavior for Uber going forward: the company’s owners, largely Kalanack and his cronies; the Board of Directors, think about Bonderman at this point; and its customers, IE., you and me. As to the final group, we can vote with our pocketbook by changing over to other ride-sharing companies such as Lyft.
Most importantly, the Uber ownership structure is a forbearer of ownership being concentrated in the hands of a few key founders. If they do not put compliance and ethics into the ethos of the company at an early phase, they cannot be forced to do so by shareholders or investors. This anomaly will make independent Boards of Directors more critical for getting such companies ready to go public. For if such companies cannot meet the requirements of a public company, everyone loses.
 
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What role did the Uber Board play in its culture disaster and what role must it play going forward?
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© Thomas R. Fox, 2017]]>