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 Kortney Nordrum, Regulatory Counsel and Chief Compliance Officer at Deluxe.
In September 2017, Nordrum joined Deluxe in Investigations and as a Risk Consultant. In March 2019, she moved to Regulatory Counsel and into the CCO Chair. As Nordrum says, she “ it feels like “home” to be in a job I love doing something that challenges and excites me EVERY DAMN DAY”. She owns the full corporate compliance, ethics, and privacy programs; insurance and risk management, commercial litigation, IP, and the commercial contracting function. Some of her key work has been changing the perception of corporate compliance from the Land of No to the Land of Know. Down the road, Nordrum sees
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The Mood of Compliance
The Mood of Compliance
In this episode, CSS’s Executive Director, Jackie Hallihan and Senior Consultant, Adam DiPaolo discuss observations on the mood of compliance, with predictions of heavy regulatory activity, and key areas of focus including enforcement, ESG, cryptocurrency, whistleblowers and cybersecurity.
About Our Guest Speakers:
Jackie Hallihan is the Co-Executive Director of CSS’s Compliance Services team and has over 25 years’ regulatory and risk management experience. She was the founder of National Regulatory Services (NRS) which started the compliance resource business and served as its President for over 20 years. She also founded the National Society of Compliance Professionals (NSCP), a non-profit organization for compliance officers, staff and lawyers serving the compliance industry. It now boasts over 2000 memberships. Jackie has been a leading speaker to compliance professionals, including in-house training programs and various other industry association conferences, and has received numerous industry awards. Jackie also serves as Director, Clerk of the New England Broker Dealer Investment Adviser Association (NEBDIAA), a non-profit organization, incorporated in 1997. The purpose of NEBDIAA is to provide a forum for the professional exchange of information among investment advisers, broker dealers, and persons who provide services to investment advisers and broker dealers, and to direct communication among its members which will improve their ability to serve the needs of their respective clients. The forum will help NEBDIAA’s members meet the increased regulatory demands placed on investment advisers, broker dealers, and persons who provide services to investment advisers and broker-dealers.
Adam DiPaolo CISA, CRISC is a Section 13 Reporting Manager, Senior Consultant and Associate General Counsel at CSS. Adam designs practical solutions to manage regulatory challenges faced by hedge funds, private equity funds, funds of funds, and other investment advisers. In addition to providing compliance services such as annual compliance program reviews, risk assessments and acquisition due diligence, Adam established Section 13 reporting capabilities and EDGAR filing agent services for CSS’s Compliance Services division. He drafts and maintains corporate filings ranging from Forms ADV and PF to Forms 13F and 13H. Adam also provides cybersecurity risk management services to CSS clients – ranging from network vulnerability scanning to onsite cybersecurity risk assessments to assistance in implementing the NIST cybersecurity framework. He is a Certified Information Systems Auditor (CISA®), and Certified in Risk and Information Systems Control (CRISC™). Adam practiced corporate law prior to joining CSS and has an extensive background in both the public and private sectors. Adam served as Assistant General Counsel at Capgemini – one of the world’s largest providers of Consulting, Technology and Outsourcing services. As in-house counsel to a global consulting business, he implemented pragmatic strategies to resolve complex legal and regulatory issues. Adam earned his B.A. from Pitzer College, his J.D. degree from UC Berkeley – Boalt Hall School of Law, and his LL.M. in Taxation from New York University School of Law. He is a member of the New York State Bar.
Key Takeaways
- This committee exists to provide oversight and assist the CCO, not to substitute its judgment for that of the CCO.
- This committee should work to hold the CCO accountable to hit appropriate metrics.
- 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.
The Office of Inspector General (OIG) has called for greater compliance expertise at the Board level. The OIG said that a Board could raise its level of substantive expertise concerning regulatory and compliance matters by adding a compliance member to the Board. 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. He stated, “I have witnessed firsthand that companies with 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 ethicist. 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 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 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
- Boards must have compliance expertise.
- Government regulators and shareholder groups have called for greater compliance expertise on the Board.
- Compliance expertise at the Board works up and down as such expertise can be a resource to the CCO and the 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.
The RIA Wild West of Going Independent
In this episode, CSS’s Director of Retail Wealth Manager Services, Korrine Kohm and Founder of Transition To RIA, Brad Wales discuss the path to becoming an independent registered investment adviser, best practices to get started on your journey and compliance pitfalls to avoid.
About Our Guest Speakers:
Korrine Kohm is CSS’s Director of Retail Wealth Manager Services. Prior to CSS, Korrine was the Chief Compliance Officer and Head of Operations at Estabrook Capital Management where she was responsible for all compliance functions of this SEC-registered, $2.1B investment advisory firm. Korrine began her regulatory career while working at Allied Irish Bank (NY) in the Operations Department where she was a key member of AIB’s Compliance Committee, responsible for ensuring compliance with Federal and State regulations. An active member of the National Society of Compliance Professionals for over 10 years, Korrine earned her Investment Adviser Certified Compliance Professional (IACCPTM ) designation in 2006, is a member of the Association of Certified Fraud Examiners, and obtained her Certified Fraud Examiner designation. In addition to her experience in compliance and banking, Korrine began the 16-week intensive training course in Quantico, Virginia, to become a Special Agent with the Federal Bureau of Investigation. She has particular experience in crafting customized policies and procedures, developing and implementing compliance programs, conducting on-site compliance reviews, acquisition due diligence reviews, risk assessments and mock SEC examinations. She routinely counsels clients on various regulatory matters, including SEC registration issues, social media and advertising, policies related to diminished financial capacity, disclosures and the annual review process.
Brad Wales is the founder of Transition To RIA, a consulting firm uniquely focused on helping established financial advisors understand everything there is to know about WHY and HOW to transition their practice to the RIA model. Brad utilizes his nearly 20 years of industry experience, including direct RIA related roles in compliance, finance and business development to provide independent advice regarding how advisors can benefit from the advantages of the RIA model.
Preparing Private Funds for the Marketing Rule
In this episode, our team of private funds experts, John Gentile, Eugenie Warner and Adam DiPaolo, discuss how private funds will be affected by the new Marketing Rule and how they can start preparing for implementation now.
About Our Guest Speakers:
John Gentile is responsible for overseeing various types of broker-dealer and investment adviser consulting engagements, including conducting SEC/FINRA internal control reviews, anti-money laundering testing, written supervisory policy and procedures testing, and other consultation services. John is a frequent speaker at industry conferences on various compliance topics, including “Effective Supervision,” “Large Firm Testing,” FINRA Supervisory Control Rules” and “Anti Money Laundering Requirements for Broker Dealers under the PATRIOT Act.” In 1987 John joined the SEC as a Securities Compliance Examiner, becoming a Branch Chief in 1991. He became Assistant Regional Director in 1993, supervising a team of 20 broker-dealer managers and examiners. He also planned and conducted financial, operational, and sales practice examinations of the largest broker dealers and was among those responsible for a review of hedge funds’ impact on broker dealer internal controls. Before joining the SEC, John was a Financial Damage Analyst with PaineWebber Inc. Most recently from 2000-2007 John was an Executive Consultant, Broker-Dealer Services, at National Regulatory Services. John has an MBA from Fordham University and a BS in Finance from Central Connecticut State University. From 1995 to 2002, John was also a member of the Securities Industry Continuing Education East Coast Content Committee.
Eugenie Warner is a Senior Consultant at CSS, bringing her legal background to the Compliance Services arena. She was previously a business litigator, including as an associate at K&L Gates LLP and Loeb and Loeb LLP. Eugenie focused on consumer protection defense, primarily against federal and state regulatory agencies in administrative, state, and federal tribunals. Additionally, she managed cases and litigated in the fields of intellectual property, employment, civil contempt, unfair business practices, and deceptive advertising. Eugenie earned a B.A. in Diplomacy and World Affairs from Occidental College in Los Angeles; and a J.D. from the University of Connecticut School of Law, where she was on the Connecticut Law Review; clerked for the United States District Court, District of Connecticut; clerked for Connecticut’s Office of the Attorney General, Antitrust Department; worked in the Criminal Clinic, Appellate Division; and studied at the University of Dublin Trinity College School of Law, for which she received UCONN’s Elihu Burritt academic success award. Currently, Eugenie’s compliance work includes, for example: annual reviews, risk assessments, mock SEC exams, and other tailored analyses; detailed registration and reporting guidance; assistance to CCOs and other C-suite executives, to enhance their respective compliance programs and risk management; and other tailored services.
Adam DiPaolo CISA, CRISC is a Section 13 Reporting Manager, Senior Consultant and Associate General Counsel at CSS. Adam designs practical solutions to manage regulatory challenges faced by hedge funds, private equity funds, funds of funds, and other investment advisers. In addition to providing compliance services such as annual compliance program reviews, risk assessments and acquisition due diligence, Adam established Section 13 reporting capabilities and EDGAR filing agent services for CSS’s Compliance Services division. He drafts and maintains corporate filings ranging from Forms ADV and PF to Forms 13F and 13H. Adam also provides cybersecurity risk management services to CSS clients – ranging from network vulnerability scanning to onsite cybersecurity risk assessments to assistance in implementing the NIST cybersecurity framework. He is a Certified Information Systems Auditor (CISA®), and Certified in Risk and Information Systems Control (CRISC™). Adam practiced corporate law prior to joining CSS and has an extensive background in both the public and private sectors. Adam served as Assistant General Counsel at Capgemini – one of the world’s largest providers of Consulting, Technology and Outsourcing services. As in-house counsel to a global consulting business, he implemented pragmatic strategies to resolve complex legal and regulatory issues. Adam earned his B.A. from Pitzer College, his J.D. degree from UC Berkeley – Boalt Hall School of Law, and his LL.M. in Taxation from New York University School of Law. He is a member of the New York State Bar.
Code of Ethics: A Win-Win-Win for Compliance, Employees and the SEC
In this episode, our team of former CCOs, Dan Haynes and Victoria Olson discuss why a code of ethics tool is not only beneficial to compliance but to employees and to stay on the SEC’s good side for upcoming exams.
About Our Guest Speakers:
Dan Haynes joined CSS in 2017 providing consulting services to investment advisers, registered investment companies and private investment funds. Prior to joining CSS, Dan was the Chief Compliance Officer for Summit Strategies Group. Summit is a large institutional pension consultant in the Midwest with multiple private funds – ultimately around $180 billion in assets under administration. Dan implemented several aspects of, and oversaw the entire compliance program. His time there resulted in experience in NFA/CFTC registration and regulation, Private Fund oversight, and the pension consulting world overall. Prior to Summit, Dan was the Chief Compliance Officer for Buckingham Asset Management and BAM Advisor Services. Dan is also a member of the Charles Schwab Compliance Advisory Board.
Victoria Olson has been a compliance consultant for several years, most recently with Alaric Compliance Services. She is a Certified Regulatory and Compliance Professional (CRCP issued by FINRA Institute at Wharton), and a Chartered Life Underwriter. She also completed the Certified Anti-Money Laundering specialist (CAMS) course. Victoria previously served as the Chief Compliance Officer to an SEC-registered investment adviser and has extensive experiencing working with RIAs. Prior to consulting, Victoria was Chief Compliance Officer and AML Compliance Officer at Forethought Financial, Director of Compliance at Prudential Financial, and a Senior Compliance Officer at The Phoenix Companies. Victoria formerly served as Chair of the FINRA District 11 Committee and successfully completed the FINRA Series 4, 6, 7, 24 and 66 Examinations.
Why Outsourced Compliance is No Longer a Dirty Word
In this episode, former CCOs Korrine Kohm and Ariana Monchick discuss compliance management and how to expand and optimize your program leveraging tools, technology and outsourced compliance services.
About Our Guest Speakers:
Korrine Kohm is CSS’s Director of Retail Wealth Manager Services. Prior to CSS, Korrine was the Chief Compliance Officer and Head of Operations at Estabrook Capital Management where she was responsible for all compliance functions of this SEC-registered, $2.1B investment advisory firm. Korrine began her regulatory career while working at Allied Irish Bank (NY) in the Operations Department where she was a key member of AIB’s Compliance Committee, responsible for ensuring compliance with Federal and State regulations. An active member of the National Society of Compliance Professionals for over 10 years, Korrine earned her Investment Adviser Certified Compliance Professional (IACCPTM ) designation in 2006, is a member of the Association of Certified Fraud Examiners, and obtained her Certified Fraud Examiner designation. In addition to her experience in compliance and banking, Korrine began the 16-week intensive training course in Quantico, Virginia, to become a Special Agent with the Federal Bureau of Investigation. She has particular experience in crafting customized policies and procedures, developing and implementing compliance programs, conducting on-site compliance reviews, acquisition due diligence reviews, risk assessments and mock SEC examinations. She routinely counsels clients on various regulatory matters, including SEC registration issues, social media and advertising, policies related to diminished financial capacity, disclosures and the annual review process.
Ariana Monchick is a Senior Consultant for CSS’s Compliance Services team, and offers broad expertise on securities and investment advisory regulations. Ariana’s experience working in senior compliance positions at various financial services firms allows her to offer effective and comprehensive compliance solutions while maintaining a big-picture orientation. She has established a strong background in developing robust compliance programs for organizations and partnering with business leaders to mitigate risk. Most recently, Ariana was an Advisory Chief Compliance Officer for Cetera Financial Group, one of the largest family of independent broker-dealers in the United States. She was also the Chief Compliance Officer for Legend Advisory Corporation, a registered investment adviser that services the 403(b) retirement plan market.
Expanding Your Compliance Program Through Trade Surveillance
In this episode, CSS’s former CCOs Allison Fraser and Matt Calabro sit down to discuss trade surveillance and how CCOs can mitigate the risk factors through the trade lifecycle – from pre-trade to trade execution and post-trade. They’ll also dive into how compliance together with operations and third parties can build out a robust and automated trade surveillance program.
About Our Guest Speakers:
Allison Fraser provides compliance consulting services to investment advisers, registered investment companies and private investment funds, including conducting annual compliance program reviews and testing, developing risk assessments and preparing for SEC examinations. She also assists clients with drafting policies and procedures and preparing regulatory filings. On behalf of, the Compliance Services division of CSS, Allison served as the Chief Compliance Officer for a family of alternative funds registered under the Investment Company Act of 1940. Prior to joining CSS, Allison served as a Senior Vice President of Compliance at Northern Trust Investments, Inc. (“NTI”), the asset management subsidiary of The Northern Trust Company. In this capacity, she managed and administered the compliance due diligence program for NTI’s Multi-Manager Solutions and Outsourced Chief Investment Officer businesses. Allison also was the Chief Compliance Officer of two registered funds of hedge funds advised by NTI as well as a member of the funds’ Pricing and Disclosure Committees. Before joining NTI, Allison served as the Compliance Director for General Motors Asset Management, where she assisted with the administration of the compliance program for this registered investment adviser.
Matt Calabro is an experienced Chief Compliance Officer, having served as CCO for registered mutual funds, investment advisers and a family of UCITS funds. Before joining CSS, Matt was Deputy CCO at Delaware Investments, where he led the daily activities of the firm’s compliance department covering advisory, fund and distribution activity. Under his leadership, Delaware implemented specific improvements in its guideline compliance, advertising review and Code of Ethics programs. Prior to Delaware, Matt spent 20 years in Raymond James’ investment advisory business, where he led mutual fund operations. While there, Matt implemented and upgraded controls, processes and technology and also served as the first full-time CCO to the mutual funds following the adoption of the Compliance Rule. Matt leverages his compliance and operations experience in the investment management industry to assist advisers and investment companies in advancing the effectiveness of their compliance programs.
Getting a Head Start on the SEC Derivatives Rule 18f-4
In this episode, CSS’s Director of Registered Investment Company Services Allison Fraser sits down with Partner at Morgan Lewis, Laura Flores to discuss the SEC regulatory framework for derivatives use with the new 18f-4 Rule. Even though compliance plans do not have to be fully implemented until August 2022, fund managers need to start preparing now for a compliant derivatives risk management program, calculating daily value-at-risk (VaR) measurements and performing stress tests.
About Our Guest Speakers:
Allison Fraser provides compliance consulting services to investment advisers, registered investment companies and private investment funds, including conducting annual compliance program reviews and testing, developing risk assessments and preparing for SEC examinations. She also assists clients with drafting policies and procedures and preparing regulatory filings. On behalf of, the Compliance Services division of CSS, Allison served as the Chief Compliance Officer for a family of alternative funds registered under the Investment Company Act of 1940. Prior to joining CSS, Allison served as a Senior Vice President of Compliance at Northern Trust Investments, Inc. (“NTI”), the asset management subsidiary of The Northern Trust Company. In this capacity, she managed and administered the compliance due diligence program for NTI’s Multi-Manager Solutions and Outsourced Chief Investment Officer businesses. Allison also was the Chief Compliance Officer of two registered funds of hedge funds advised by NTI as well as a member of the funds’ Pricing and Disclosure Committees. Before joining NTI, Allison served as the Compliance Director for General Motors Asset Management, where she assisted with the administration of the compliance program for this registered investment adviser.
Laura E. Flores is a Partner at Morgan Lewis with a practice that focuses on the regulation of investment companies and investment advisers. Laura regularly represents exchange-traded funds (ETFs), mutual funds, and variable insurance-dedicated products, as well as their sponsors and boards of directors, and investment advisers. She counsels both well-established clients and clients that are new to the industry on a variety of regulatory, transactional, compliance and operational issues, including the development of new financial products and services, federal and state registration issues, the preparation and implementation of compliance programs, business combinations involving investment companies and investment advisers, interpretive and “no-action” letter requests, requests for Securities and Exchange Commission exemptive relief, and regulatory examinations. Laura also counsels investment advisory clients on matters, including advertising and communications with the public, investment adviser registration, and separately managed account (or wrap fee) programs. Laura also has significant experience representing “liquid alt” funds, funds that invest through offshore subsidiaries, and funds that utilize QFII/RQFII quotas to invest directly in securities issued and traded in China.
