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Corporate Value(s), Corporate Risk, and the Board’s Oversight Challenge

There was a time when many executives could treat corporate values as a branding exercise, a recruiting line, or a paragraph on the company website. That time is over. Today, corporate values are operational. They shape customer loyalty, employee engagement, regulatory attention, shareholder expectations, and public trust. Most importantly for boards and compliance professionals, they shape risk.

That is the central lesson of Corporate Value(s) by Jill Fisch and Jeff Schwartz. Their insight is both practical and profound: managers should select the corporate values that maximize long-term economic value, and to do that, they need reliable information about what stakeholders actually care about. The paper does not argue that corporations should become moral philosophers. It argues for something more useful for the compliance function. Corporate values are part of the long-term value equation, and management ignores them at its peril.

Why This Matters to Compliance

For a corporate compliance audience, this is not an abstract governance debate. It is a board oversight issue. It is a cultural issue. It is an internal controls issue. And it is a warning that values misalignment can become a business crisis long before it shows up in a formal investigation or on a quarterly earnings call.

The paper is particularly strong in rejecting two simplistic views. First, it rejects the notion that companies can operate as if values do not matter. Second, it rejects the idea that companies should chase social legitimacy untethered from business reality. Instead, the authors land where sophisticated boards and chief compliance officers should land: values matter because they affect value, and management needs disciplined ways to understand that connection.

Culture as a Control

That is where compliance comes in. Too often, companies treat culture as a soft concept and values as a public relations topic. Yet every experienced compliance professional knows that culture is a control. It influences decision-making when policy manuals are silent, when incentives are misaligned, and when leaders face pressure. Corporate values, when operationalized correctly, help define that culture. They tell employees, managers, and third parties what the company stands for when the choice is not easy, the answer is not obvious, and money is on the line.

The paper notes that values-based concerns now influence a broad range of business decisions, from product design and sourcing to employment policies and public positioning. It also emphasizes that employees, customers, governments, and shareholders all communicate their values and preferences in different ways, and that management must stay attuned to those preferences, as misalignment can carry real economic consequences. That is precisely the language of risk management.

A Governance Issue for the Board

For boards, this means values cannot be siloed in human resources, investor relations, or communications. Values belong in governance. Boards need to ask not only what the company says its values are, but how those values are translated into operations, incentives, escalation, and response. If culture is a control, then values are part of the control environment.

This is also why corporate values should be viewed as a business risk issue. A values mismatch can trigger employee walkouts, consumer backlash, shareholder agitation, government retaliation, or a reputational spiral amplified through social media. The paper offers multiple examples showing how value-related decisions can carry material economic consequences. For the modern board, that means values are no longer a side conversation. They are part of enterprise risk management.

The paper offers another insight that compliance professionals should take seriously. Management often lacks perfect information about stakeholder values, and shareholders face structural impediments in communicating their views clearly. The authors argue that shareholder input can help management better understand public sentiment, reputational risk, and the tradeoffs between values and value. Whether one agrees with every detail of their governance analysis, the broader compliance lesson is straightforward: management needs listening mechanisms before a crisis hits.

Compliance as an Information System

That point should resonate deeply with compliance professionals. A mature compliance program is, at its core, an information system. It is supposed to tell management what it needs to know before misconduct metastasizes. The same is true for values-based risk. If the only time leadership learns that employees, customers, or investors believe the company is out of step is when a boycott begins, or a viral post explodes, the company’s information channels have already failed.

What Boards Should Do

  1. Boards should insist that management identify the company’s most material values-sensitive risk areas. These will vary by industry. For one company, it may be product safety. For another, environmental performance. For another, labor standards, DEI, or political engagement. The important point is that these issues should be mapped as risk categories, not simply discussed as messaging challenges.
  2. Boards should ask whether the company has credible mechanisms to hear from stakeholders before controversy becomes a crisis. The paper emphasizes that employees and customers often have clearer channels to express their values and preferences than shareholders do. A compliance-minded board should ask: Are we learning from all of them? Are we capturing concerns through speak-up systems, culture assessments, employee town halls, customer trends, market testing, and investor engagement? Or are we waiting for a public backlash to tell us what we should already know?
  3. Boards should evaluate whether management is treating corporate culture as a control. This means looking beyond tone at the top to the systems beneath it: incentives, middle-management behavior, escalation pathways, decision rights, and accountability. Values that live only in a code of conduct are decorative. Values that influence promotions, discipline, product choices, third-party oversight, and crisis response become operational.
  4. Boards should ensure that compliance has a seat at the table when values-laden business decisions are made. The compliance function should not decide corporate values. That is not its role. But it should help management test assumptions, identify blind spots, assess stakeholder reactions, and determine whether a proposed course is consistent with the company’s culture and risk appetite. In that sense, compliance serves as both translator and challenger.
  5. Boards should resist the temptation to turn every values issue into a political debate. The paper wisely cautions against viewing corporations as moral leaders first and economic institutions second. That is a sound warning. But there is an equal and opposite danger in pretending that values are irrelevant to business. They are not. The board’s job is not to moralize. It is to govern. And governance today requires management to understand how stakeholder values affect long-term value.

Steps for Chief Compliance Officers

For chief compliance officers, there are some clear, practical steps to take.

Begin by incorporating values-sensitive issues into risk assessment and culture reviews. Build a process to identify where stakeholder expectations may materially affect the company’s operations, reputation, and control environment. Make sure that speak-up and escalation systems can capture values-based concerns, not only legal violations. Work with management to develop an early-warning capability around stakeholder sentiment. Bring boards concrete reporting on culture trends, employee concerns, reputational flashpoints, and areas where the company may be drifting away from its stated values. Finally, pressure-test whether the company’s incentives, communications, and business decisions align with the culture it claims to have.

The Bottom Line

The bottom line is this: corporate values are not soft. They are not ornamental. They are not outside the compliance function’s field of vision. They are part of how companies create value, lose trust, and invite risk. The real challenge for boards and CCOs is not to choose values in the abstract. It is to build the governance and information systems that help management understand stakeholder values before a crisis hits. That is not politics. That is good governance.

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Great Women in Compliance

Great Women in Compliance: Clarity, Confidence, Results: Women Over 50 at Work

In this episode, Sarah Hadden and Caveni Wong explore the unique strengths women over 50 bring to today’s workplace—and why those strengths are often overlooked.

Drawing on a career that spans consulting, sales, and ethics & compliance leadership, Caveni reflects on the power of experience, the value of judgment and relationship-building, and the kind of leadership that doesn’t rely on title or authority. They talk candidly about nonlinear career paths and what it means to reach a stage where you can choose what’s next with clarity and confidence.

Along the way, they find an unexpected metaphor in sourdough bread—patient, resilient, and built over time—much like the careers and capabilities we develop across decades.

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AI Today in 5

AI Today in 5: April 14, 2026, The AI Tastes Like Twinkies Edition

Welcome to AI Today in 5, the newest addition to the Compliance Podcast Network. Each day, Tom Fox will bring you 5 stories about AI to start your day. Sit back, enjoy a cup of morning coffee, and listen in to the AI Today In 5. All, from the Compliance Podcast Network. Each day, we consider five stories from the business world, compliance, ethics, risk management, leadership, or general interest about AI.

Top AI stories include:

  1. Kara Swisher says AI: ‘It tastes like a Twinkie. ’(Fortune)
  2. AI must move beyond name matching in sanctions. (FinTechGlobal)
  3. Healthcare needs to prepare for enforcement around AI use. (HealthcareITNews)
  4. Getting AI insurance. (CCI)
  5. Balancing AI innovation with compliance for RIAs. (FinTechGlobal)

For more information on the use of AI in Compliance programs, my new book, Upping Your Game, is available. You can purchase a copy of the book on Amazon.com.

To learn about the intersection of Sherlock Holmes and the modern compliance professional, check out my latest book, The Game is Afoot-What Sherlock Holmes Teaches About Risk, Ethics and Investigations on Amazon.com.

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AI Today in 5

AI Today in 5: April 13, 2026, The AI Governance Framework Edition

Welcome to AI Today in 5, the newest addition to the Compliance Podcast Network. Each day, Tom Fox will bring you 5 stories about AI to start your day. Sit back, enjoy a cup of morning coffee, and listen in to the AI Today In 5. All, from the Compliance Podcast Network. Each day, we consider five stories from the business world, compliance, ethics, risk management, leadership, or general interest about AI.

Top AI stories include:

  1. Oracle brings storytelling to the heart of compliance with AI. (Yahoo!Finance)
  2. AI is bringing compliance to BioPharma. (PharmTech)
  3. Oracle brings AI agents to financial crime and compliance. (Financial IT)
  4. Building out your AI governance framework. (Bloomberg Law)
  5. AI developments finance pros should be tracking. (MIT)

For more information on the use of AI in Compliance programs, my new book, Upping Your Game, is available. You can purchase a copy of the book on Amazon.com.

To learn about the intersection of Sherlock Holmes and the modern compliance professional, check out my latest book, The Game is Afoot-What Sherlock Holmes Teaches About Risk, Ethics and Investigations on Amazon.com.

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FCPA Compliance Report

FCPA Compliance Report: Judicial Discretion, Sentencing Advocacy, and a Proactive Compliance Model: Joseph De Gregorio – Part 2

In this episode, Tom Fox welcomes former Wall Street trader Joseph De Gregorio, who was federally convicted and now applies a “compliance rebuild” methodology to demonstrate genuine remediation under legal scrutiny. This is Part 2 of a two-part podcast series.

In Part 2, we cover how federal judges exercise broad discretion despite sentencing guidelines and often form views before the court based on the pre-sentence report and sentencing memorandum, with probation officers’ impressions shaped by a detailed defendant letter and authentic allocution; judges emphasize post-offense conduct and may discount lawyer advocacy. Joseph then summarizes patterns from 400+ white-collar cases, arguing that structural failures precede cultural and operational failures, and introducing the “access to scrutiny ratio” as the most predictive risk indicator. He lists five warning signals: unscrutinized top performers, known but unmapped monitoring gaps, unmanaged performance pressure, quietly resolved senior incidents, and compensation rewarding results without method (noting DOJ’s September 2024 ECCP update). He outlines a proactive Compliance Rebuild approach using human failure audits, reverse access audits, directional speak-up analysis, and DOJ-aligned prosecution simulations.

Key highlights:

  • Pre-Sentence Reports Matter
  • Patterns Across 400 Cases
  • Five Compliance Warning Signals
  • Prosecution Simulation Stress Test
  • DOJ Evaluation Questions and Red Flags

Resources:

Joseph De Gregorio – Founder, JN Advisor™ Maximum Sentence Reduction – Minimum Time Served

📋 Initial Consultation: https://forms.gle/2fLczk7bbwM7KSaP6

Bloomberg Law Contributor: “How to Get a Judge to Reduce Your Client’s White-Collar Sentence” – Bloomberg Law 

Bloomberg Tax Contributor: Tax Fraud Sentencing Has a Gap Defense Attorneys Are Missing

Featured Expert: American Bar Association

Featured Sentencing Mitigation Expert: Law360

Featured Expert on Us Weekly with 5x Emmy Award Winning Journalist Kristin Thorne for her “Uncovered” Series Click Link For Full Video

https://www.usmagazine.com/crime-news/news/federal-sentencing-strategist-reveals-why-some-real-housewives-stars-commit-fraud/

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Interested in the intersection of Sherlock Holmes and modern compliance? Check out my latest book, The Game is Afoot in Compliance.

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Blog

Preventing Strategy Outrunning Governance in AI

One of the clearest AI governance challenges facing companies today is not a failure of ambition. It is a failure of pacing. Put simply, strategy is moving faster than governance. Business teams want results. Senior executives hear daily about efficiency gains, lower costs, faster decision-making, enhanced customer engagement, and competitive advantage. Vendors are more than happy to promise it all. Employees are already experimenting with AI tools on their own. In that environment, the pressure to move quickly is relentless.

That is where the compliance function must step forward. Not to say no. Not to slow innovation for the sake of slowing it. But to ensure that innovation moves with structure, discipline, and accountability. Governance is not the enemy of AI strategy. Governance is what allows an AI strategy to scale without becoming an enterprise risk event.

The Central Question for Boards and CCOs

For boards, Chief Compliance Officers, and business leaders, the central question is straightforward: has the company defined the rules of the road before putting AI into production? If the answer is no, the company is already behind.

This is not a theoretical problem. It is happening every day. A business unit buys an AI-enabled tool before legal, compliance, IT, privacy, and security have reviewed it. A vendor pitches a product as low-risk automation, even though it actually makes consequential recommendations. An employee uploads sensitive data into a generative AI platform for convenience. A use case that began as internal support quietly migrates into customer-facing decision-making. A pilot project becomes business as usual without anyone documenting who approved it, what risks were considered, or what human oversight is supposed to look like.

That is what it means when strategy outruns governance. The business has a faster process for adopting AI than it has for understanding, controlling, and monitoring AI risk.

What the DOJ Expects

The Department of Justice has been telling compliance professionals for years that an effective compliance program must be dynamic, risk-based, and integrated into the business. That lesson applies directly here. Under the ECCP, prosecutors ask whether a company has identified and assessed its risk profile, whether policies and procedures are practical and accessible, whether responsibilities are clearly assigned, whether decisions are documented, and whether the program evolves as risks change. AI governance sits squarely in that framework.

What “Rules of the Road” Means in Practice

What do the “rules of the road” look like in practice?

First, the company must define which AI use cases are permissible. These are lower-risk applications that can be used within established controls. Think internal drafting support, workflow automation for non-sensitive administrative tasks, or summarization tools used on approved data sets. Even here, there should be basic conditions: approved tools only, no confidential data unless authorized, user training, logging, and manager accountability.

Second, the company must identify restricted or high-risk use cases. These are situations where AI may be allowed, but only after enhanced review. This can include uses involving personal data, HR decisions, customer communications, pricing, fraud detection, credit or eligibility decisions, compliance surveillance, or any function where bias, opacity, or error could create legal, regulatory, or reputational harm. These use cases should trigger a more formal process that includes a documented risk assessment, legal and compliance review, data governance checks, testing, defined human oversight, and ongoing monitoring.

Third, the company must be clear about prohibited use cases. If an AI application cannot be used consistently with the company’s values, control environment, legal obligations, or risk appetite, it should be off-limits. That might include tools that process sensitive data in unapproved environments, systems that make fully automated consequential decisions without human review, or applications that cannot be explained, tested, validated, or monitored sufficiently for their intended use.

Fourth, the company must establish escalation thresholds. Not every AI decision belongs at the board level, but some certainly do. Use cases involving strategic transformation, material legal exposure, major customer impact, significant third-party dependency, or high-consequence decision-making may need escalation to senior management, a designated AI or risk committee, or the board itself. If management cannot explain when a matter gets elevated, governance is too vague to be trusted.

Why the NIST AI RMF Matters

This is where the NIST Framework is so useful. NIST does not treat AI governance as a one-time signoff exercise. It organizes governance as an ongoing discipline through four connected functions: Govern, Map, Measure, and Manage. For compliance professionals, that is a practical operating model.

Governance means setting accountability, policies, oversight structures, and risk tolerances. It answers who is responsible, who decides, and what standards apply. A map means understanding the use case, context, stakeholders, data, and risks. It answers what the system is actually doing and where exposure lies. Measure means testing, validating, and assessing performance and controls. It answers whether the system works as intended and whether the company can prove it. Managing means acting on what is learned through oversight, remediation, change management, and continual improvement. It answers whether the company is prepared to respond when reality diverges from the plan.

How ISO 42001 Reinforces Governance Discipline

ISO 42001 reinforces the same message from a management systems perspective. It brings structure, accountability, controls, and continual improvement to AI governance. That matters because many organizations do not fail because of a lack of policy language. They fail because they do not operationalize accountability. ISO 42001 pushes companies to embed AI governance into defined processes, assign responsibilities, document controls, conduct internal reviews, and take corrective action. In other words, it turns aspiration into a management discipline.

What Happens When Strategy Outruns Governance

What happens when none of this is done well?

Shadow AI is usually the first warning sign. Employees use public or lightly reviewed tools because they are easy to use, fast, and readily available. Sensitive data may be entered without approval. Outputs may be used in business decisions without validation. The organization tells itself it is still in the experimentation phase, while the risk has already gone live.

Vendor-driven deployment is another danger. The company relies too heavily on what the vendor says the product can do and not enough on its own evaluation of what the product should do, how it works, what data it uses, and what controls are required. When something goes wrong, accountability becomes murky. Procurement says the business wanted speed. The business says IT approved the integration. IT says legal reviewed the contract. Legal says compliance owns the policy. Compliance says no one submitted the use case for formal review. That is not governance. That is institutional finger-pointing.

Undocumented approvals are equally dangerous. An AI tool is launched because everyone generally agrees it seems useful. But there is no record of the intended purpose, risk rating, required controls, human review standard, or approval rationale. Six months later, the company cannot explain why the system was deployed, what guardrails were put in place, or whether its use has drifted beyond its original scope.

The Compliance Mechanisms Companies Need Now

That is why companies need concrete compliance mechanisms now. They need an intake process for AI use cases to enter a formal review channel before deployment. They need risk tiering so not every use case gets the same treatment, but higher-risk applications receive enhanced scrutiny. They need approval workflows with defined roles for the business, legal, compliance, privacy, security, IT, and, where appropriate, model risk or internal audit. They need board reporting triggers to inform leadership when AI adoption crosses materiality or risk thresholds. They need a current model and use-case inventory so the company knows what is in operation. They need change management, so updates, retraining, vendor changes, and scope shifts are reviewed rather than assumed. And they need periodic review because AI risk does not stand still after launch.

The Special Role of Compliance

The compliance professional has a special role here. Compliance is often the function best positioned to connect governance, process, accountability, documentation, and escalation. That is precisely what the DOJ expects in an effective program. If the company can buy AI faster than it can classify risk, document controls, assign accountability, and test outcomes, the program is not keeping pace with the business. That gap will not stay theoretical for long. It will harden into enterprise risk.

Conclusion: Governance Must Keep Pace With Strategy

The lesson is direct. Strategy and governance must move together. AI governance is not a brake pedal. It is the steering system. A company that wants the benefits of AI must be disciplined enough to define where AI can go, where it cannot go, who decides, what gets documented, and when the business must stop and reassess. If the company can move faster on AI strategy than on AI governance, it is creating risk faster than it can manage. That is not innovation. That is exposure.

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Daily Compliance News

Daily Compliance News: April 10, 2026, The AI & Trust Edition

Welcome to the Daily Compliance News. Each day, Tom Fox, the Voice of Compliance, brings you compliance-related stories to start your day. Sit back, enjoy a cup of morning coffee, and listen in to the Daily Compliance News. All, from the Compliance Podcast Network. Each day, we consider four stories from the business world, compliance, ethics, risk management, leadership, or general interest for the compliance professional.

Top stories include:

  • Biggest defense against AI–trust. (FT)
  • No wonder he attacked Beirut. (Reuters)
  • Applying the law will get you fired in the Trump Administration. (NYT)
  • Rooney Rule, anyone? (WSJ)

To learn about the intersection of Sherlock Holmes and the modern compliance professional, check out my latest book, The Game is Afoot-What Sherlock Holmes Teaches About Risk, Ethics and Investigations on Amazon.com.

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AI Today in 5

AI Today in 5: April 10, 2026, The Missing Signals Edition

Welcome to AI Today in 5, the newest addition to the Compliance Podcast Network. Each day, Tom Fox will bring you 5 stories about AI to start your day. Sit back, enjoy a cup of morning coffee, and listen in to the AI Today In 5. All, from the Compliance Podcast Network. Each day, we consider five stories from the business world, compliance, ethics, risk management, leadership, or general interest about AI.

Top AI stories include:

  1. Biggest defense against AI–trust. (FT)
  2. Missing signals in AI compliance. (FinTech Global)
  3. Why AI-first compliance programs fail. (Wolters Kluwer)
  4. The risks of AI-driven hiring. (Staffing Industry Analysts)
  5. AI as a competitive necessity. (Healthcare IT News)

For more information on the use of AI in Compliance programs, my new book, Upping Your Game, is available. You can purchase a copy of the book on Amazon.com.

To learn about the intersection of Sherlock Holmes and the modern compliance professional, check out my latest book, The Game is Afoot-What Sherlock Holmes Teaches About Risk, Ethics and Investigations on Amazon.com.

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AI Today in 5

AI Today in 5: April 9, 2026, The Mythos Edition

Welcome to AI Today in 5, the newest addition to the Compliance Podcast Network. Each day, Tom Fox will bring you 5 stories about AI to start your day. Sit back, enjoy a cup of morning coffee, and listen in to the AI Today In 5. All, from the Compliance Podcast Network. Each day, we consider five stories from the business world, compliance, ethics, risk management, leadership, or general interest about AI.

Top AI stories include:

  1. Human in the loop as the ultimate moat. (FastCompany)
  2. AI washing in compliance. (FinTechGlobal)
  3. AI is accelerating cyber attacks. (BankInfoSecurity)
  4. AI and virtual care in eye healthcare. (UM)
  5. Is Anthropic’s Mythos dangerous? (The Economist)

For more information on the use of AI in Compliance programs, my new book, Upping Your Game, is available. You can purchase a copy of the book on Amazon.com.

To learn about the intersection of Sherlock Holmes and the modern compliance professional, check out my latest book, The Game is Afoot-What Sherlock Holmes Teaches About Risk, Ethics and Investigations on Amazon.com.

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Compliance Into the Weeds

Compliance into the Weeds: Duty Owed vs. Material Nonpublic Information: Prediction Markets and Compliance

The award-winning Compliance into the Weeds is the only weekly podcast that takes a deep dive into a compliance-related topic, literally going into the weeds to explore it more fully. Looking for some hard-hitting insights on compliance? Look no further than Compliance into the Weeds! In this episode of Compliance into the Weeds, Tom Fox and Matt Kelly discuss prediction markets and their implications for compliance.

Tom and Matt focus on the phrase “violation of a duty owed” by employees and note that this standard appears significantly broader than traditional insider trading laws. They explain that insider trading law centers on the disclosure of material nonpublic information, whereas a “duty owed” framework emphasizes the underlying duty itself. Because “duty owed” could encompass obligations beyond material nonpublic information, the speaker highlights the potential compliance implications and expresses interest in exploring a related hypothetical scenario.

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A multi-award-winning podcast, Compliance into the Weeds was most recently honored as one of the Top 25 Regulatory Compliance Podcasts, a Top 10 Business Law Podcast, and a Top 12 Risk Management Podcast. Compliance into the Weeds has been conferred a Davey, a Communicator Award, and a W3 Award, all for podcast excellence.