Over the weekend I saw Joel Coen’s The Tragedy of Macbeth on Apple TV. To say it blew me away would be putting it mildly. I have been reviewing the film this week and exploring my love of all things Shakespeare in this week’s blog posts. Today, I want to consider Denzel Washington in his starring role as Macbeth.
Jourdain Searles, writing in okayplayer.com, said, Washington’s “acting style has always been theatrical, and he’s an obvious choice for any role that requires the ability to monologue while still keeping the audience engaged. Washington is definitely up to the task, making a meal out of every scene. And yet, his motivations in the film feel murky. Due to his age and visible exhaustion, it seems like Washington’s Macbeth would rather retire than vie for the Scottish throne. When his wife Lady Macbeth (Frances McDormand) urges him to seize the throne, it comes off more of a burden than a shining opportunity. Having the couple be older is an inspired choice, transforming the characters from youthful schemers to weary elders making their final grasps at greatness.” I noted this world-weariness, as well as the issue of succession. I want to use those twin concepts to introduce today’s subject of your compliance team leadership.
In a recent Harvard Business Review (HBR) article, entitled “Reinventing Your Leadership Team”, authors Paul Leinwand , Mahadeva Matt Mani, and Blair Sheppard, all with PwC, posited that “in our increasingly complex world, what companies really need to do is build new forms of competitive advantage and transform themselves for the future. And that requires fundamental changes in their top leaders—not just in individuals’ capabilities but in the way they collectively steer the ship. Drawing on their research at 12 prominent global firms, the authors note the contradictory-seeming skills that leaders are expected to have—being both great visionaries and expert executors.” I use their article as a starting point for the Chief Compliance Officer (CCO) to put together a top-notch compliance leadership team.
As legally trained CCOs continue to become less relevant to a corporate compliance function and with the new-found compliance framework focused largely on digitizing and digital analysis, what companies and their employees need from compliance leadership is evolving. CCOs must be able to reimagine a compliance function’s place in the world and transform the organization to live up to a more ambitious purpose. That will mean fundamental change not only in CCOs themselves but also in how they collectively manage and lead a corporate compliance function.
Within the broader context of corporate leadership, the authors stated, “Consider, for example, how the skills that leaders need for success have evolved—and the degree to which many executives are seen to struggle with these new demands. A recent survey conducted by Strategy&, PwC’s global strategy consulting business, highlighted the importance of balancing certain characteristics that on the surface look paradoxical. We used to accept, for instance, that leaders could be either great visionaries or great operators. No longer. Companies now need their top people to perform both roles—to be strategic executors, in other words. They’re also expected to be tech-savvy humanists, high-integrity politicians, humble heroes, globally minded localists, and traditioned innovators. Not only did large majorities of the survey respondents agree on the importance of those roles, but they also voiced alarming concern about leaders’ lack of proficiency in them. Addressing a company’s leadership gaps, however, is not merely a matter of building individual executives’ skills. Although that’s certainly desirable, the need to improve collective leadership is urgent.” That certainly holds true for the compliance function.
The authors identified four key components for leadership change, which I have adapted for the corporate compliance function.
Identifying the leadership roles needed to transform compliance for the future. For compliance to remain relevant, it will need distinct capabilities that allows it to deliver on its purpose, along with leaders who can envision its new place in the world and mobilize it to get there. What positions does your CCO need on their team to make that happen? Obviously, the basic legal skills of reading and writing are now only the basics. There must be digital talent, innovation talent, behavioral psychology talent, as well as communications. Moreover, all these roles will need to work collaboratively not simply with each other but with a much wider variety of internal and external stakeholders than ever.
Assembling the right people. Having the right roles is not enough as once you have identified the roles your compliance function needs, “you next have to think about who will best fill them. Which individuals should you bring together so that you have the necessary talent and diversity…to generate new ideas, challenge traditional thinking, and collaborate on meaningful change?” You will need team members who can not only see around corners but also respond to the ever-changing compliance landscape of today’s business as usual, through continually recalibrating the risks your organization faces.
Focusing your leadership team on driving your compliance transformation. Obviously as CCO, you and your compliance team “will need to advance the company’s agenda—and that means spending energy and time on the big priorities for the future, not just responding to the demands of the organization today. What structures and mechanisms will help you lead the company to its new destination?” How can compliance initiatives work to increase business efficiencies, drive greater employee engagement and move the need on overall company profitable? It is not simply business efficiencies you must master as you must build trust in your organization to create a true ‘speak-up culture’ so you can reap the benefits of this increased efficiency.
Taking ownership of your team’s behavior. At first blush this would seem like a natural for compliance. Afterall, compliance is all about taking ownership and transparency. However, the authors’ focus is a bit different, “Creating ownership around the vision isn’t enough. You must also create a shared purpose: Why does your team exist? What big issues is it here to solve? When defining their areas of responsibility, your people should believe that leading the company through its transformation is their most important task and that success will depend on the collaboration of team members rather than on the sum of individual units’ performance.” In other words, build on the trust you created by giving the credit out so that all will be invested in your compliance transformations.
No major corporate transformation can be successfully achieved by the compliance team alone. There must be engagement, buy-in and not simply acceptance but an embracing by the employees. The authors conclude that you should “Surround yourself with talented people who can balance seemingly paradoxical leadership behaviors and challenge one another to collectively accomplish big things. Most importantly, make sure your leadership team truly leads—setting aside the time and energy to define a bold agenda and launch the ambitious initiatives that your future relies on. Failing to do that will be a costly mistake. Succeed and you will have a powerful team that can position your firm to thrive in an increasingly complex world.”
Tomorrow, Frances McDormand and Lady Macbeth.
Tag: CCO
The college football season has ended with UGA finally defeating UA. Tom and Jay turn their full attention to the NFL playoffs now and also look at some of the week’s top compliance and ethics stories this week in the Georgia Finally Beats Alabama edition.
Stories
1. Carnival and Princess Cruise Lines violated DPA yet again. Matt Kelly in Radical Compliance. DOJ Press Release.
2. Prioritizing items from the Strategy on Countering Corruption. Worth McMurray in the FCPA Blog.
3. DOJ to look at short sellers. Jaclyn Jaeger in Compliance Week (sub req’d).
4. Proposed framework for CCO liability analysis. Mengqi Sun in WSJ Risk & Compliance Journal.
5. Manipulation on timing of FCPA enforcement action? Matthew Stephenson debunks a new article in GAB.
6. ComTech comes to financial institution compliance. Christian Wunderly in the FCPA Blog.
7. Phil Tetlock and Superforecasting come to risk management. Jim DeLoach in CCI.
8. Ethics and FCPA predictions for 2022. Mike Volkov with a double dose of Carnac the Magnificent. Ethics here. FCPA here.
9. Banks develop climate risk consortium. Aaron Nicodemus in Compliance Week. (sub req’d)
10. Liability of local representatives under GDPR. Kelly Hagedorn and Matthew Worby in Compliance and Enforcement.
Podcasts
11. Tom and Matt Kelly conclude a 2-part podcast series on issues they are following in 2022. On Compliance into the Weeds, Part 1 and Part 2.
12. In January on The Compliance Life, I visit with Valerie Charles, partner at StoneTurn. Val has one of the most interesting journeys in compliance. In Part 1, she discussed her academic background and early professional career. In Part 2, she discusses her move to ComTech.
13. The Compliance Podcast Network welcomes Professor Karen Woody and her new podcast, Classroom Insider. In this most unique pod, Karen interviews some of her student to tell the history of insider trading. In Episode 4, Colin Manchester discusses the evolution of the disclose or abstain rule.
14. Mikhail Reider-Gordon returns in Lies, Spies & Corporate Crimes: The Wirecard Saga, with Season 2, Episode 3 Shell Games.
15. Check out 31 Days to a More Effective Compliance Program returns, which runs for the month of January, from January 1 to January 31. Available on the Compliance Podcast Network, Megaphone, iTunes, and all other top podcast platforms.
Tom Fox is the Voice of Compliance and can be reached at tfox@tfoxlaw.com. Jay Rosen is Mr. Monitor and can be reached at jrosen@affiliatedmonitors.com.
Compliance into the Weeds is the only weekly podcast which takes a deep dive into a compliance related topic, literally going into the weeds to more fully explore a subject. This week, Matt and Tom conclude a special two-part podcast series of several topics they will be following in 2022. Today in our concluding Part 2, we consider
- The time of reckoning is coming for SPACs funded in 2021 as their 18 month-deadline is fast approaching. Is the SEC looking at SPACs as an alternative form of IPO? What will the regulatory landscape look like going forward?
- CCO pay. Will it go up after several years of remaining flat? How did the Great Resignation impact compliance, if at all? What skills sets might a CCO need into 2025 and beyond?
- The SEC investigation into Facebook. Are a company’s public statements about having an ethical culture mere puffery or are they actionable for failing to live up to their public statements. Also, what does the Francis Haugen testimony mean for whistleblowers going forward.
- The SEC investigation into Activision’s toxic workplace and culture of misogyny. Are these new areas the SEC will be looking at in addition to its traditional role of financial reporting watchdog.
Resources
Matt in Radical Compliance
In today’s edition of Sunday Book Review:
- Win from Within: Build Organizational Culture for Competitive Advantage by James Heskett
- Beyond Digital: How Great Leaders Transform Their Organizations and Shape the Future by Paul Leinwand and Mahadeva Matt Mani
- Smart Leadership: Four Simple Choices to Scale Your Impact by Mark Miller
- Smart Growth: How to Grow Your People to Grow Your Company by Whitney Johnson
- We the Leader: Build a Team of Equals Who All Lead AND Follow to Drive Creativity and Innovation by Jeffrey Spahn

Aaron Nicodemus has been a reporter for over 30 years in the US and South Africa, having written for various notable publications including Bloomberg. He has been a writer/reporter at Compliance Week for the last 18 months. He is Tom Fox’s guest this week on the ESG Report. They discuss his recent article about the intersection of ESG and compliance, entitled “Compliance Must Carve Out Role in Company ESG Efforts.”
Inside the Mind of the CCO Survey
“Every year for the past three years Compliance Week has conducted an Inside the Mind of the CCO survey,” Aaron tells Tom. This year the focus was on ESG since it has been a hot topic, and they wanted to gauge what ESG initiatives looked like across industries and organizations. “Almost all of the compliance officers who took the survey felt that compliance should be involved in ESG initiatives at their company,” Aaron reveals. CCOs believe that compliance is best positioned to lead ESG since it intersects with so many of their core functions. “Putting [compliance] in charge of the ESG initiatives would help make sure that [the company] meets all the regulations that they should, and also that they are reporting on data that is both accurate and informative,” he comments. Now that the SEC is poised to issue new mandates regarding climate change disclosures, compliance will most likely have to be front and center for ESG going forward. “When regulators get involved that tends to push compliance to the fore,” Aaron remarks.
Key Findings
Tom and Aaron discuss some key findings outlined in the article. These include:
- The actual role of CCOs in ESG – 73% of CCOs have an active role in ESG, either as advisor, primary overseer, or advocate.
- Where they see their role – 23% of CCOs feel they should have more oversight over ESG than they currently have. Most persons surveyed feel that compliance should have a prominent role in ESG.
- Whether compliance should lead all 3 aspects of ESG – Most CCOs see governance as their core function, while environmental and social concerns are secondary roles.
- Compliance is the conscience of the company.
- Stakeholders are demanding more information on ESG to influence their investment decisions.
Growth of ESG
Tom sees ESG as the fastest moving corporate initiative. He asks Aaron if the survey confirms this view. “It’s been a gradual process that has come to a head in Europe and in the UK,” Aaron responds. Similar climate change disclosure mandates are likely to happen in the US in 2022. Companies have been pursuing sustainability and D&I initiatives for several years. “ESG collects up some of those things in a tight little bundle, and you can really pursue a lot of issues under the ESG umbrella,” he continues. He sees ESG accelerating over the next few years, starting with climate change.
Resources
Aaron Nicodemus on LinkedIn | Twitter | Email
Compliance Week: Compliance Must Carve Out Role in Company ESG Efforts
Wendy Badger-What is Bravery?
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 Wendy Badger, CCO at Tennant Company.
In this concluding episode, Wendy reflected on leaving her CCO position immediately preceding the pandemic and the time she had for reflection about that decision and what she learned about herself. She talked about her new role a Tennant and some key lessons learned she has been able to put into places such as the criticality of cross-functional collaboration, why technology should not be seen as the “cure all” to compliance woes and how to both layer and leverage data.
Resources
Wendy Badger LinkedIn Profiler

Digital Assets: Trading & Compliance for Cryptocurrency
In this episode, Director of Registered Investment Company Services, Allison Fraser and Director of Broker-Dealer Services & Private Funds, John Gentile discuss the latest on digital assets and cryptocurrency. Are they considered securities, what does the SEC’s risk alert mean for digital assets, and how should investment managers be thinking about cryptocurrency trading and compliance?
About Our Guest Speakers:

E.J. Yerzak CISA®, CISM®, CRISC™ assists firms in assessing and managing their cybersecurity risk – from network vulnerability scanning and penetration testing to onsite cybersecurity assessments and assistance in implementing the NIST cybersecurity framework. E.J. has authored articles and alerts on emerging regulatory and technology issues, and is regularly requested to speak as a cybersecurity expert at industry conferences.
Mike Farrell is a Certified Information Systems Auditor (CISA®) and Certified Information Security Manager (CISM®), and Cybersecurity Consultant at CSS. He analyzes data and conducts cybersecurity risk assessments, policy gap analyses, vulnerability scanning and social engineering testing. His Information technology experience includes network installations and management, hardware and software configuration, and troubleshooting.
Welcome to a special five-part podcast series on how to unlock the gold in your program, hosted by Tom Fox with guests Gio and Nick Gallo from ComplianceLine. One of the ongoing issues in compliance is how to demonstrate the Return on Investment (ROI) in your compliance program. One way to do so is by demonstrating the extended value of compliance literally across your entire company. When overlaid with an ESG component, you can begin to see the gold in your compliance hills. In addition to showing how you can unlock the gold in your own compliance hills, Gio and Nick walk you through how demonstrate ROI for your internal budgeting process which can provide to you the financial resource to strengthen and improve your compliance program.
Join us for the full 5 episodes and learn to see your compliance program in an entirely new light. In this Part 1, we consider how compliance can be seen as a corporate ROI multiplier by looking at the impact of compliance across your entire organization.
Some of the highlights of this episode include:
- The financial principles in unlocking the ROI of compliance.
- Why the alignment of compliance with other disciplines in your organization is not only critical but a key to unlocking compliance gold.
- Compliance budgeting is not simply about a cost center mentality. It requires a different type of discussion.
- Frameworks for improving your thinking about compliance.
- Building a complex and transparent case to OPEN the discussion about your assumptions rather than only including unobjectionable assumptions.
Resources
Gio Gallo on LinkedIn
Nick Gallo on LinkedIn
ComplianceLine

Special Episode with the Deputy Commissioner, Securities Division of the Vermont Dept. of Financial Regulation
In this special episode, CSS’s Director of Retail Wealth Manager Services Korrine Kohm and William R. Carrigan, Deputy Commissioner, Securities Division of the Vermont Department of Financial Regulation discuss the latest news for registered investment advisers, including what will be required in 2022 surrounding continuing education requirements, the implementation of the new Marketing Rule and what’s next for Form CRS.
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 councils 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.
This week I have been writing about the speech Deputy Attorney General (DAG) Lisa O. Monaco gave as a Keynote Address at ABA’s 36th National Institute on White Collar Crime last week (Monaco Speech). Her remarks were noted by many commentators, including on two Compliance Into the Weeds podcasts where Matt Kelly and myself took two deep dives into her speech our podcast. Her remarks reframed a discussion about this Department of Justice’s (DOJ) priorities on white collar criminal enforcement, including under the Foreign Corrupt Practices (FCPA). Her remarks should be studied by every compliance professional as they portend a very large change in the way the DOJ and potentially other agencies enforce the FCPA. This has significant implications for every Chief Compliance Officer (CCO), compliance professional and corporate compliance programs.
Today, I am going to end with what it all might mean for the compliance professional. First note the emphasis on culture. Monaco’s remarks were, “Now, I recognize the resources and the effort it takes to manage a large organization and to put in place the right culture. The Department of Justice has over 115,000 employees across dozens of countries and an operating budget equivalent to that of a Fortune 100 company. So, I know what it means to manage and be accountable for what happens in a complex organization. But corporate culture matters. A corporate culture that fails to hold individuals accountable, or fails to invest in compliance — or worse, that thumbs its nose at compliance — leads to bad results.” This means that the DOJ will be assessing the entirety of corporate culture. As a compliance practitioner how do you demonstrate culture? Or to phrase the question using the Tom Fox mantra, how did you Document, Document, and Document your culture? Culture obviously starts at the top, but it must imbue and be embedded into an organization.
Equally important is compliance. Here Monaco said, “Let me also be clear: a company can fulfill its fiduciary duty to shareholders and maintain a commitment to compliance and lawfulness. In fact, companies serve their shareholders when they proactively put in place compliance functions and spend resources anticipating problems. They do so both by avoiding regulatory actions in the first place and receiving credit from the government. Conversely, we will ensure the absence of such programs inevitably proves a costly omission for companies who end up the focus of department investigations.” Note the significance of “company can fulfill its fiduciary duty to shareholders”.
This is a clear tip of the hat to Caremark and other legal requirements for a compliance program based upon civil statutes. This is not the DOJ saying we will punish a company for simply not having a compliance program. Yet make no mistake that if a company does not have a compliance program, not only will there be a very large chance of regulatory violation such as under the FCPA; if your organization does not have a compliance program, it will not receive credit when the penalty phase comes around. Monaco is pointing out as clearly as she can do so the potential legal costs not only from civil shareholder lawsuits but also from regulatory fines and penalties.
Another area which is new to the compliance function will be the DOJ’s review of all corporate malfeasance when assessing a company’s culture, commitment to compliance and possible fines and penalties. Here Monaco stated, “Today, the department is making clear that all prior misconduct needs to be evaluated when it comes to decisions about the proper resolution with a company, whether or not that misconduct is similar to the conduct at issue in a particular investigation. That record of misconduct speaks directly to a company’s overall commitment to compliance programs and the appropriate culture to disincentivize criminal activity.”
Typically, compliance dealt with anti-corruption compliance, trade compliance, anti-trust compliance and perhaps others. However now a CCO must be apprised of all corporate misconduct as it will be reviewed by the DOJ. For any multi-national organization, that alone will be daunting as how many compliance professionals have visibility into tax, Equal Employment Opportunity Commission (EEOC) claims, labor relations issues or the myriad of other legal issues that every corporate faces every day, literally across the globe? Yet Monaco said that prosecutors would look at just that, stating “A prosecutor in the FCPA unit needs to take a department-wide view of misconduct: Has this company run afoul of the Tax Division, the Environment and Natural Resources Division, the money laundering sections, the U.S. Attorney’s Offices, and so on? He or she also needs to weigh what has happened outside the department — whether this company was prosecuted by another country or state, or whether this company has a history of running afoul of regulators. Some prior instances of misconduct may ultimately prove to have less significance, but prosecutors need to start by assuming all prior misconduct is potentially relevant.” This is literally a sea change.
Finally, what might be the changes in how corporations are assessed under the FCPA Corporate Enforcement Policy, enacted by prior DAG Rod Rosenstein? Will there continue to be a presumption of declination if you (1) self-disclose; (2) extensively remediate; (3) thoroughly cooperate; and (4) disgorge any ill-gotten gains? If there is no presumption, will there be robust self-disclosure? There is nothing illegal about failing to self-disclose but if a whistleblower then steps forward or the DOJ then opens an investigation based upon other sources and it determines a violation has occurred the opportunity for a declination may well be out the window. Moreover, if there is no self-disclosure and the issue reappears or the remediation is not successful, the company now appears to have actual knowledge of a violation, once again potentially increasing the penalty.
As I wrote yesterday, there are many open questions from these changes. One thing is clear to me, the CCO role and job of the compliance function just got much more challenging.