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Compliance Tip of the Day

Compliance Tip of the Day – Policy Week: Facilitation Payments

Welcome to “Compliance Tip of the Day,” the podcast where we bring you daily insights and practical advice on navigating the ever-evolving landscape of compliance and regulatory requirements. Whether you’re a seasoned compliance professional or just starting your journey, we aim to provide bite-sized, actionable tips to help you stay on top of your compliance game. Join us as we explore the latest industry trends, share best practices, and demystify complex compliance issues to keep your organization on the right side of the law. Tune in daily for your dose of compliance wisdom, and let’s make compliance a little less daunting, one tip at a time.

Today, we continue our week-long series on key anti-corruption policies. In this episode, we review policies on facilitation payments.

For more information on the Ethico Toolkit for Middle Managers, available at no charge, click here.

Check out the full 3-book series, The Compliance Kids, on Amazon.com.

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Business Integrity Innovations

Business Integrity Innovations: Championing Integrity – Trade, Integrity, and Investment in Africa: Insights from Toki Mabogunje

Business Integrity Innovations is brought to you by the Center for International Private Enterprise (CIPE) and the Compliance Podcast Network (CPN). This podcast is inspired by Ethics 1st, a multi-stakeholder initiative led by CIPE that creates pathways for accountable and sustainable investment in Africa. Companies can use Ethics 1st to standardize their business practices, develop sound corporate governance systems, and demonstrate their commitment to compliance and business ethics.

Tom and Lola welcome Toki Mabogunje, a distinguished business leader and former Lagos Chamber of Commerce and Industry President, in this episode. She is also the Vice Chair of Africa at ICC World Chamber Federation. Toki shares insights from her extensive career, spanning public service, international law, and business development. Her discussion offers a deep dive into challenges and opportunities for businesses in Africa, emphasizing the importance of compliance and ethical practices. Toki also highlights the unique hurdles SMEs face, including access to finance and fluctuating government policies, and advocates for foreign investment and technical skill transfer to boost Africa’s economic landscape. Additionally, Toki discusses her role as the honorary consul for Tanzania to Nigeria, focusing on fostering trade relations and economic diplomacy between the two nations.

Key highlights:

  • Toki’s Professional Journey
  • Challenges in Accessing Finance
  • Importance of Business Compliance
  • Government Policy and Business Challenges
  • Opportunities for Western Companies in Africa

Resources:

Toki Mabogunje on Linkedin

TMC

ICC World Chamber Federation

CIPE

CIPE

Ethics 1st

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Life with GDPR

Life With GDPR – Understanding the UK’s Failure to Prevent Fraud

Tom Fox and Jonathan Armstrong, renowned expert in cyber security, co-host the award-winning Life with GDPR. This episode delves into the UK’s Failure to Prevent Fraud guidance.

The podcast spans the initial implications and conflicts these new provisions present, especially in the context of GDPR and compliance with bribery investigations. Jonathan explains the concept of ‘failure to prevent fraud,’ drawing parallels with the 2010 UK Bribery Act, and outlines six key principles organizations must adhere to to demonstrate compliance. Additionally, the episode delves into specific steps compliance professionals should take before the new provisions come into force by July 2025, including gap analysis, policy updating, training, and more.

Key takeaways:

  • Failure to Prevent Bribery and Fraud
  • New Legislation and Its Implications
  • Reasonable Procedures Under the Failure to Prevent Fraud Act
  • Comparing Fraud and Bribery Compliance
  • Steps for Compliance Professionals

Resources:

Connect with Tom Fox

Connect with Jonathan Armstrong

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Blog

Auditors and Compliance: Part 1 – Auditors and Illegal Acts

Regarding compliance, one area that requires heightened attention is the role of auditors in detecting, evaluating, and communicating illegal acts. Recently, the PCAOB issued a document entitled SPOTLIGHT Auditor Responsibilities for Detecting, Evaluating, and Making  Communications About Illegal Acts. It outlines public auditors’ responsibilities when assessing a company’s compliance with laws and regulations. These responsibilities have far-reaching implications for corporate compliance professionals, as they directly influence how auditors evaluate and report on potential illegal acts that can impact financial statements and overall corporate integrity.

Over the next couple of blog posts, I will review this  SPOTLIGHT. In today’s blog post, we will unpack the auditor’s responsibilities for a compliance program, including the steps for identifying illegal acts, the evaluation process, and the requirements for reporting findings to management, audit committees, and possibly the SEC. Tomorrow, I will set out 10 key takeaways for the compliance professional regarding their role in interacting with auditors for compliance regimes.

Detecting Illegal Acts: A Critical Component of the Audit Process

Auditors must design and execute procedures that ensure reasonable assurance of detecting illegal acts that could materially affect a company’s financial statements. This duty is rooted in federal securities laws, specifically Section 10A of the Securities Exchange Act of 1934, which mandates that auditors remain vigilant to possible violations of laws and regulations during audits.

Detecting illegal acts is more than due diligence—it’s essential to safeguarding shareholder interests and preserving the integrity of financial markets. This underscores the importance of robust systems that actively monitor and report on regulatory adherence across business operations for compliance officers.

Auditors rely on multiple techniques and resources to identify potential illegal acts, such as:

  • Inquiries-They often begin by questioning management, the audit committee, and internal or external legal counsel.
  • Document Review-Auditors frequently review board minutes, regulatory correspondence, SEC filings, legal counsel letters, and other corporate documents that could reveal legal non-compliance.
  • Risk Assessments-Auditors must understand the company’s industry, regulatory environment, and external factors that could signal legal risks. This assessment helps them target high-risk areas where violations are more likely.

Auditors also investigate complaints and tips, including those from internal whistleblower programs. They may examine unusual transactions or related-party dealings that could indicate red flags. For compliance professionals, it’s crucial to maintain open channels for employees to report concerns without fear of retaliation and promptly address any issues flagged by auditors or internal investigations.

Evaluating Potential Illegal Acts: Procedures and Standards

Once an auditor becomes aware of a possible illegal act, they must determine whether it could materially impact the company’s financial statements. This evaluation requires auditors to understand the incident’s nature and context, often involving management and sometimes higher-level personnel who can provide insight into the situation.

The PCAOB standards and Section 10A mandate that auditors not only detect but also evaluate the likelihood that an illegal act has occurred. Here’s how they proceed:

  1. Gathering Evidence. Auditors may examine relevant documents—such as invoices, contracts, and payment records—to verify the facts surrounding the incident. They might also consult the auditing firm’s legal counsel or senior personnel for additional perspectives.
  2. Materiality Assessment. Materiality is a cornerstone of evaluating illegal acts. Auditors assess whether the potential violation is significant enough to warrant disclosure, focusing on quantitative and qualitative factors. For example, a small illegal payment may be deemed material if it could result in contingent liabilities or raise ethical concerns that affect the company’s reputation.
  3. Assessing Impact on Financial Statements. Auditors must evaluate how the illegal act impacts financial statement amounts, including the need for possible contingent liabilities, fines, or penalties. If senior management is implicated, this raises additional questions about the reliability of other information provided by the company.

This underscores the importance for compliance teams to maintain clear documentation and open communication channels with auditors. Keeping a well-documented trail of internal investigations, responses to auditor inquiries, and corrective actions can help ensure that potential illegal acts are evaluated accurately and comprehensively.

Communicating Illegal Acts: Auditor Obligations for Disclosure

Auditors have specific obligations to communicate illegal acts that come to their attention. The PCAOB and Section 10A set out requirements for notifying management, the audit committee, and, in some cases, the SEC. Here is what companies need to know:

  • Communication with Management and the Audit Committee. If an auditor identifies an illegal act, they must inform the appropriate management level and ensure that the audit committee is aware. This notification must occur as soon as possible before issuing the auditor’s report. The goal is to allow management and the audit committee to take corrective action and disclose any potential impacts to shareholders.
  • Reporting to the Board and the SEC. If the illegal act is deemed material and management fails to take timely and appropriate action, the auditor has a duty to report to the company’s board of directors. Under Section 10A, the auditor must notify the SEC if the board fails to remedy the situation within a specified timeframe. This step underscores the importance of accountability in corporate governance and compliance, as it introduces potential regulatory consequences for inaction.
  • Impact on Auditor Opinion. The auditor may issue a qualified or adverse opinion if the illegal act materially affects the financial statements and is not adequately disclosed or corrected. In cases where the auditor cannot obtain sufficient evidence to assess the impact of the illegal act, they may even disclaim an opinion. In extreme cases, the auditor may consider resigning from the engagement if the company does not take appropriate remedial actions.

This means that prompt and transparent responses to potential illegal acts are crucial for companies. Failing to address issues raised by auditors can lead to negative audit opinions, regulatory investigations, and significant reputational damage.

Strengthening Compliance Programs to Address Auditor Requirements

The PCAOB’s recent guidance emphasizes robust compliance programs’ role in facilitating audits and managing risks related to illegal acts. Compliance professionals should take the following steps to align their programs with PCAOB and SEC expectations:

  1. Develop Clear Policies and Reporting Mechanisms. Ensure that your compliance policies explicitly address legal requirements relevant to your industry and geographic region. Implement reporting mechanisms that allow employees to raise concerns anonymously, fostering a culture of transparency and accountability.
  2. Conduct Regular Risk Assessments. Just as auditors assess risk during their engagements, compliance teams should regularly evaluate areas prone to legal violations. High-risk areas like financial transactions, related-party dealings, and regulatory filings should be monitored closely.
  3. Provide Comprehensive Training. Equip employees with the knowledge to identify and report illegal acts. Include training on whistleblower protections and internal reporting mechanisms, ensuring all employees understand their role in upholding legal and ethical standards.
  4. Enhance Documentation and Transparency. Documenting compliance efforts is crucial, especially for areas that could attract auditor scrutiny. Keep detailed records of internal investigations, management’s responses to auditor inquiries, and any corrective actions to address potential violations.
  5. Establish a Strong Tone at the Top. Finally, fostering a culture of compliance begins with leadership. Management should demonstrate a clear commitment to legal and ethical standards, providing resources and support to compliance teams. When leadership prioritizes compliance, employees are more likely to report concerns, which can ultimately prevent illegal acts from going undetected.

The Path Forward

The PCAOB’s SPOTLIGHT is a valuable checkpoint for companies to evaluate their internal controls and compliance programs. Auditors play a vital role in identifying illegal acts, but the responsibility for maintaining legal compliance ultimately rests with the company. Companies can navigate this complex landscape and mitigate the risk of material misstatements or regulatory penalties by implementing a strong compliance program, fostering transparency, and responding promptly to auditor inquiries.

The bottom line? Even under the incoming second Trump Administration, a proactive approach to compliance is not simply best practice; it is an essential core of doing business ethically and in compliance. Compliance professionals should work closely with auditors, ensuring the company is prepared to detect, evaluate, and address any potential legal issues that could impact financial reporting. The goal is a collaborative effort where compliance and audit functions work together to uphold the integrity of the financial statements and the trust of stakeholders.

Join us tomorrow, where we will consider the 10 key takeaways for compliance professionals from SPOTLIGHT.

Categories
Great Women in Compliance

Great Women in Compliance – Joy Hayes and Gitanjali Sakhuja on Expats and Repats: Working Abroad & Reentry to the US

Welcome to the Great Women in Compliance podcast with Hemma Lomax and Lisa Fine, sponsored by Corporate Compliance Insights. Have you considered being an Expat and what it’s like to return after being abroad? This #GWIC episode explores what you need to know on both legs of the journey and the rich personal and professional growth that comes from immersing yourself in another culture and country.

Our expat guests, Joy Hayes, who has just moved to Geneva, Switzerland, and Gitanjali Sakhuja, who has worked in seven different countries and is now back in the U.S., share their journey, tips, and practical advice. Their insights range from when you decide to work in another country to when you return home – and some great experiences (and challenges). Ellen Hunt leads this roundtable discussion with our guests, who share their personal experiences and professional insights on becoming an expat and repat, including balancing expectations, the importance of language proficiency, and the challenges of tax and visa regulations. They also delve into the emotional aspects of adjusting to life abroad and the reentry process, offering practical tips and anecdotes. 

Thanks, as always, to our sponsor, Corporate Compliance Insights, and our wonderful #GWIC community.  You can join the Great Women in Compliance community on LinkedIn here.

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Compliance Tip of the Day

Compliance Tip of the Day – Policy Week: Political Contributions

Welcome to “Compliance Tip of the Day,” the podcast where we bring you daily insights and practical advice on navigating the ever-evolving landscape of compliance and regulatory requirements. Whether you’re a seasoned compliance professional or just starting your journey, we aim to provide bite-sized, actionable tips to help you stay on top of your compliance game. Join us as we explore the latest industry trends, share best practices, and demystify complex compliance issues to keep your organization on the right side of the law. Tune in daily for your dose of compliance wisdom, and let’s make compliance a little less daunting, one tip at a time.

Today, we continue our week-long series on key anti-corruption policies. In this episode, we review political contributions.

For more information on the Ethico Toolkit for Middle Managers, available at no charge, click here.

Check out the full 3-book series, The Compliance Kids, on Amazon.com.

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Compliance Tip of the Day

Compliance Tip of the Day – Policy Week: Charitable Donations

Welcome to “Compliance Tip of the Day,” the podcast where we bring you daily insights and practical advice on navigating the ever-evolving landscape of compliance and regulatory requirements. Whether you’re a seasoned compliance professional or just starting your journey, we aim to provide bite-sized, actionable tips to help you stay on top of your compliance game. Join us as we explore the latest industry trends, share best practices, and demystify complex compliance issues to keep your organization on the right side of the law. Tune in daily for your dose of compliance wisdom, and let’s make compliance a little less daunting, one tip at a time.

Today, we continue our week-long series on key anti-corruption policies. In this episode, we review policies on charitable donations.

For more information on the Ethico Toolkit for Middle Managers, available at no charge, click here.

Check out the full 3-book series, The Compliance Kids, on Amazon.com.

Categories
Compliance Tip of the Day

Compliance Tip of the Day – Policy Week: Gifts and Entertainment

Welcome to “Compliance Tip of the Day,” the podcast where we bring you daily insights and practical advice on navigating the ever-evolving landscape of compliance and regulatory requirements. Whether you’re a seasoned compliance professional or just starting your journey, we aim to provide you with bite-sized, actionable tips to help you stay on top of your compliance game. Join us as we explore the latest industry trends, share best practices, and demystify complex compliance issues to keep your organization on the right side of the law. Tune in daily for your dose of compliance wisdom, and let’s make compliance a little less daunting, one tip at a time.

Today, we begin a week-long series on key anti-corruption policies. In this episode, we review gifts and entertainment.

For more information on the Ethico Toolkit for Middle Managers, available at no charge, click here.

Check out the full 3-book series, The Compliance Kids, on Amazon.com.

Categories
Adventures in Compliance

The Case-Book of Sherlock Holmes – Compliance Leadership Lessons in ‘The Adventure of the Sussex Vampire’

In this new season of Adventures in Compliance, host Tom Fox delves into the Sherlock Holmes collection The Case-Book of Sherlock Holmes by Arthur Conan Doyle. It is the final set of twelve Sherlock Holmes short stories by Arthur Conan Doyle, first published in the Strand Magazine between October 1921 and April 1927. This episode considers the short story, The Adventure of the Sussex Vampire. In this story, Sherlock Holmes investigates a case involving a master jewel thief and Holmes’s investigative techniques. This story provides several valuable leadership lessons for the 21st-century compliance professional.

Tom examines Conan Doyle’s short story through the lens of business ethics and corporate compliance. The tale, which initially suggests a supernatural element, is revealed to be a case of jealousy and attempted murder using poison darts. Fox draws several compliance lessons from Holmes’ approach: avoiding hasty conclusions, valuing investigation integrity, adopting holistic views, and maintaining clarity in communication. This episode is packed with insights for compliance professionals navigating complex ethical landscapes.

Highlights include:

  • The Sussex Vampire Story Unfolds
  • Business Leadership Lessons from the Sussex Vampire
  • Enhancing Compliance Leadership.

Resources:

The New Annotated Sherlock Holmes

Sherlock Holmes FAQ by Dave Thompson

For more information on the Ethico Toolkit for Middle Managers, available at no charge, click here.

Check out the full 3-book series, The Compliance Kids, on Amazon.com.

For an audio/video version of the Compliance Kids book, Speaking Up is AWESOME, contact Tom Fox.

Connect with Tom Fox

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Blog

FT Business Book of the Year, Alison Taylor and Higher Ground

The Financial Times (FT) and Schroders Business Book of the Year Award is the most prestigious accolade in business publishing, recognizing exceptional insight, research, and storytelling in books addressing current business, economic, and financial issues.  The FT Business Book of the Year Award highlights books that significantly impact the understanding of global business issues, often bringing complex topics like economic theory, corporate culture, innovation, and ethics to a wider audience. It serves as a quality benchmark in business publishing, with many past winners going on to influence policy, business practices, and public discourse.

The Financial Times’ reputation ensures that nominated books are taken seriously by readers, reviewers, and business leaders worldwide.  The FT Business Book of the Year Award draws attention to emerging trends and thought leadership in business, with topics often reflecting current global challenges. For example, recent winners have focused on climate change, economic inequality, corporate responsibility, and technology’s impact on society. Ultimately, the FT Business Book of the Year Award plays a significant role in shaping the business conversation by identifying the most relevant and impactful works that capture the challenges and dynamics of modern commerce. To make the Long List of nominees, a book was among 16 selected out of over 600 entries.

If you are in the compliance field, you are probably lucky enough to know one of this year’s Long List nominees–Alison Taylor, whose book, Higher Ground-How Business Can do the Right Thing in a Turbulent World, has provided a fresh dialogue on the evolving role of business ethics in corporate governance. Alison once gave me the moniker The Rock and Roll Compliance Blogger. But even more importantly, Alison has long contributed to and, in many ways, led the ongoing dialogue in the corporate compliance community on compliance and ethics and sustainability and ESG on the other. Her central thesis questions why these two fields, both concerned with promoting responsible corporate behavior, remain siloed and isolated. Higher Ground bridges this gap, providing corporate leaders a roadmap for fostering a more integrated approach to ethical business practices.

Taylor opens *Higher Ground* with a case study on Starbucks—a company widely regarded as a leader in corporate responsibility. Known for benefits like health insurance for part-time employees, Starbucks has long been a model of progressive labor practices. But recently, the coffee giant has faced substantial backlash over labor rights issues as employees pushed for unionization, highlighting a disconnect between corporate policies and ground-level employee sentiment.

This disconnect between corporate identity and stakeholder perception illustrates a significant point for Starbucks: being a “good” business isn’t a shield against reputational risks. Despite its robust ESG credentials, Starbucks has been mired in controversy, underscoring that even the most well-intentioned corporations may face criticism if stakeholders perceive a misalignment between professed values and on-the-ground realities. Taylor’s analysis reminds compliance professionals that reputation and stakeholder trust can be fragile and influenced by factors beyond traditional ESG metrics.

Overcoming the Trap of Overpromising in Corporate Purpose

Taylor’s argument extends to the challenge of corporate overpromising, a pitfall many organizations find themselves in when attempting to cater to the demands of diverse stakeholders. As she points out, recent trends have created a polarized landscape where companies are criticized from both sides—either for being too focused on social responsibility (often labeled as “woke” by critics) or for not doing enough. Navigating this space requires corporate leaders to communicate clearly and make decisions based on what is realistically achievable.

In Higher Ground, Taylor encourages leaders to avoid becoming trapped by unsustainable promises. Instead, she advocates for identifying one to three critical issues that align with the company’s long-term strategic goals. Prioritizing these issues allows organizations to make meaningful progress while maintaining their efforts across many fronts. For compliance professionals, this approach emphasizes the need to set realistic, measurable goals in alignment with an organization’s core values.

Moving from Rules-Based to Principles-Based Compliance

One of the most resonant themes in Higher Ground for compliance officers is Taylor’s call to shift from a rules-based to a principles-based approach to compliance. While rules and regulations are fundamental to compliance programs, they can fall short when organizations face nuanced ethical dilemmas. Principles-based compliance, which emphasizes ethical judgment and a strong moral compass, allows organizations to respond more effectively to complex situations that cannot be anticipated by rules alone.

Taylor argues that fostering an ethical culture requires more than drafting policies and procedures. It involves setting up systems where employees feel empowered to speak up and exercise sound judgment. Compliance leaders should aim to cultivate an environment where employees are encouraged to use their ethical instincts and are rewarded.

Addressing the Generational Shift in Corporate Expectations

As Taylor observes, today’s workforce spans five generations, each with its values, priorities, and expectations from corporate leadership. Millennials and GenZers highly value authenticity, transparency, and social impact. They are also more inclined to speak up on climate change and diversity, often pushing their employers to take public stances.

This shift presents both challenges and opportunities for compliance leaders. Younger generations’ desire for accountability and transparency aligns well with the goals of modern compliance programs, which are increasingly centered around creating ethical, transparent workplaces. However, the push for corporate responsibility requires careful management to ensure that public commitments align with internal practices. Taylor emphasizes the need for open communication, a willingness to address employee concerns, and a commitment to genuine stakeholder engagement.

Balancing Impact and Purpose

Taylor posits that a meaningful corporate purpose is inseparable from measurable impact. While “purpose” has become a popular corporate buzzword, she cautions that it remains little more than marketing rhetoric without concrete actions and results. For companies to build true stakeholder trust, they must put impact at the core of their purpose, recognizing both their operations’ positive and negative effects on society.

This perspective offers valuable guidance for compliance leaders. Compliance programs must go beyond box-ticking exercises and contribute meaningfully to the organization’s ethical culture. By making decisions based on their actual impact on employees, customers, and the broader community, compliance teams can help build a more resilient and trustworthy corporate reputation.

Practical Steps for Building an Ethical, Responsible Organization

Higher Ground provides practical insights for organizations seeking to improve their ethical culture and align with evolving stakeholder expectations. Some actionable steps for compliance professionals include:

  1. Set Priorities. Instead of meeting every stakeholder’s demand, focus on one to three key issues where the organization can make a meaningful impact.
  2. Encourage Open Dialogue. Foster a culture of transparency where employees feel comfortable voicing ethical concerns, even when these concerns challenge leadership decisions.
  3. Embrace a Principles-Based Approach. Shift the focus from strict rule adherence to fostering ethical judgment and principled decision-making across the organization.
  4. Align Corporate Promises with Impact. Ensure public commitments are backed by actionable, measurable goals reflecting the organization’s values and capabilities.
  5. Engage Multiple Generations. Recognize each generation’s unique values in the workforce and create an inclusive environment that respects diverse perspectives on social and environmental issues.

In Higher Ground, Alison Taylor offers a comprehensive exploration of how businesses can bridge the gap between ethics and sustainability, building trust and integrity. By examining the role of corporations through the lens of stakeholder expectations, she challenges leaders to redefine success beyond shareholder value. Her call for a more nuanced approach to business ethics resonates strongly in today’s rapidly evolving regulatory and social landscape.

For compliance professionals, Taylor’s work is a timely reminder of the importance of staying connected to the broader organizational mission and ensuring that ethics programs are integrated into every facet of the business. Whether setting clear priorities, encouraging open dialogue, or embracing principles-based compliance, Higher Ground provides a roadmap for leaders committed to building ethical organizations in the 21st century.

If you want to explore these themes in more depth, please check out Higher Ground and join the thoughtful conversation that Taylor has started. Given the advent of the second Trump Administration, these discussions have taken on a new urgency.