Tag: corporate governance

Categories
Everything Compliance

Everything Compliance – Episode 127, The Awesome Edition

Welcome to the only roundtable podcast in compliance as we celebrate our second century of shows. In this episode, we have the quartet of Jonathan Armstrong, Matt Kelly, and Jay Rosen, all hosted by Tom Fox, joining us on this episode to discuss some of the topics they are watching in 2024.

  1. Matt Kelly looks at the recently enacted Foreign Extortion Prevention Act (FEPA). He rants about the SEC getting hacked around the Bitcoin ETF announcement and reminds everyone to use two-factor authentication.
  2. Tom Fox shouts out to the University of Michigan for winning the College Football National Championship.
  1. Jonathan Armstrong looks at the intersection of AI and Operational Resilience and ties it to the need for greater Board skills in these areas. He shouts out to Jay Rosen, who is in transition and would be a great addition to any compliance product or service BD team.
  1. Jay Rosen opines on the DOJ’s Expectations for Data Driven Analytics in 2024. He shouts out to Robert Kraft and the New England Patriots for paying departing coach Bill Belichick his full 2024 salary.
  1. Jonathan Marks asks, What does it mean to be on a Board in 2024? He rants about the Philadelphia Eagles.

The members of the Everything Compliance are:

  • Jay Rosen – Jay is Vice President, Business Development, Corporate Monitoring at Affiliated Monitors. Rosen can be reached at JRosen@affiliatedmonitors.com
  • Karen Woody – One of the top academic experts on the SEC. Woody can be reached at kwoody@wlu.edu
  • Matt Kelly – Founder and CEO of Radical Compliance. Kelly can be reached at mkelly@radicalcompliance.com
  • Jonathan Armstrong – is our UK colleague, who is an experienced data privacy/data protection lawyer with Cordery in London. Armstrong can be reached at armstrong@corderycompliance.com
  • Jonathan Marks can be reached at jtmarks@gmail.com.

The host, producer, ranter (and sometimes panelist) of Everything Compliance is Tom Fox, the Voice of Compliance. He can be reached at tfox@tfoxlaw.com. Everything Compliance is a part of the Compliance Podcast Network.

For more information on Ethico and a free White Paper on top compliance issues in 2024, click here.

Categories
10 For 10

10 For 10: Top Compliance Stories For The Week Ending January 6, 2024

Welcome to 10 For 10, the podcast that brings you the week’s Top 10 compliance stories in one podcast each week. Tom Fox, the Voice of Compliance, brings to you, the compliance professional, the compliance stories you need to be aware of to end your busy week. Sit back, and in 10 minutes, hear about the stories every compliance professional should be aware of from the prior week. Every Saturday, 10 For 10 highlights the most important news, insights, and analysis for the compliance professional, all curated by the Voice of Compliance, Tom Fox. Get your weekly filling of compliance stories with 10 for 10, a podcast produced by the Compliance Podcast Network.

  1. Senator Menendez draws more charges. (CNN)
  2. Political protests are a compliance risk. (WSJ)
  3. Can the Big 4 ever govern themselves? (FT)
  4. SpaceX illegally fired workers for protected conduct. (NYT)
  5. Broader DEI fights are coming to the Boardroom. (NYT)
  6. Trump companies took in $7.8 in payments from foreign governments and officials. (WSJ)
  7. A suspended Altice office leaves the company. (Bloomberg)
  8. AML whistleblower programs will help in greater ABC efforts. (Bloomberg)
  9. Taking on the banking culture of drive fast, crash.(WSJ)
  10. How FEPA will change ACP enforcement.(WSJ)

You can check out the Daily Compliance News for four curated compliance and ethics-related stories each day here.

Connect with Tom 

Instagram

Facebook

YouTube

Twitter

LinkedIn

Categories
Sunday Book Review

Sunday Book Review: November 12 , 2023 The Corporate Governance (Larcker and Tayan) Edition

In the Sunday Book Review, I consider books that would interest the compliance professional, the business executive or anyone who might be curious. It could be books about business, compliance, history, leadership, current events or anything else that might interest me. In today’s edition of the Sunday Book Review, Tom considers three books by Stanford professors David Larcker and Brian Tayan on corporate governance.

  • The Art and Practice of Corporate Governance by Larker and Tayan
  • Corporate Governance Matters (3rd ed)  by Larker and Tayan
  • A Real Look at World Corporate Governance by Larker and Tayan
Categories
All Things Investigations

All Things Investigations: Episode 38 – CCO Certification – A Better Approach with Kevin Abikoff

In this episode of All Things Investigation, Tom Fox and guest Kevin Abikoff discuss the Department of Justice’s introduction of a CCO certification in the wake of FCPA violations. Kevin offers his unique perspective on this issue; their conversation also explores broader issues of corporate governance and the role of the Board of Directors.

Kevin Abikoff is a Partner and Deputy Chair at Hughes Hubbard & Reed. He is a recognized authority in corporate governance and compliance. 

You’ll hear Tom and Kevin discuss:

  • Kevin questions the necessity of the CCO certification, suggesting it addresses a problem that doesn’t exist, given the absence of complaints from the Department of Justice about dishonesty during monitorships.
  • A more practical approach, Kevin posits, is a certification 12 to 24 months after a monitorship ends to empower CCOs during periods of vulnerability truly.
  • Measuring compliance effectiveness is subjective and may be void of vagueness in a legal context.
  • In the broader realm of corporate governance, the board has a pivotal role in overseeing compliance. Parallels to the Caremark duty and Delaware law are drawn.
  • Kevin raises concerns about the burden on CCOs to assess program effectiveness retrospectively, especially considering the dynamic nature of compliance programs over time.
  • Boards should take responsibility for compliance certifications and should sign off on these certifications, mirroring similar practices in financial reporting.
  • Innovation within compliance may be stymied if CCOs fear that enhancing a program might be used against them in the future, Kevin points out.

KEY QUOTES:

“I’ve just never heard, especially from the context of Chief Compliance Officer, that the DOJ feels like they’re being lied to. If that’s not the problem they’re trying to solve, I think the solution they have paved is, again, a solution in search of a problem that doesn’t exist…” – Kevin Abikoff

“If you’re going to have a certification and you want to empower the chief compliance officer, have the certification twelve months, 24 months after the conclusion of the monitorship and have the CCO certify that they continue to believe that the policies, procedures, things that have been put in place, continue to be in place.” – Kevin Abikoff

“Now what you fail to investigate can kill you.” – Kevin Abikoff

Resources:

Hughes Hubbard & Reed website 

Kevin Abikoff on LinkedIn

Categories
FCPA Compliance Report

FCPA Compliance Report – Dottie Schindlinger on Corporate Governance and the Diligent Institute

Welcome to the award-winning FCPA Compliance Report, the longest-running podcast in compliance. In this episode, Tom Fox welcomes Dottie Schindlinger, Executive Director of the Diligent Institute.

The Diligent Institute, the governance research arm of Diligent Corporation, is on a mission to promote governance excellence by providing valuable resources and support to board members and senior leaders. Through research, thought leadership, podcasts, web shows, and certification programs, the institute addresses topics such as climate leadership, ESG, cyber risk, strategy, and AI ethics. Programs like the Next Gen Board Leaders Program and Director Network software facilitate peer-to-peer networking and board opportunities.

The Diligent Academy offers e-learning certification programs for directors, while the Diligent Forum provides a platform for directors to discuss specific themes with guest speakers. The conversation emphasizes the importance of empowering board members with the right information and insights to make informed decisions. It also discusses the changing role of directors in today’s business landscape, with a focus on digital transformation, cybersecurity, and customer satisfaction. The Diligent Institute aims to be a trusted resource for directors, providing valuable knowledge and understanding of their needs.

Key Highlights

  • Diligent Institute: Empowering Board Leaders
  • Diligent Academy and Forum
  • ESG Momentum
  • ESG Views and Director Confidence
  • The Changing Role of Directors

 Resources

Dottie Schindlinger on LinkedIn

The Diligent Institute

Tom Fox

Instagram

Facebook

YouTube

Twitter

LinkedIn

Categories
2 Gurus Talk Compliance

2 Gurus Talk Compliance – Episode 2

What happens when two top compliance commentators get together? They talk compliance of course. Join Kristy Grant-Hart and Tom Fox for their new podcast, 2 Gurus Talk Compliance! But it is not simply Kristy and Tom talking compliance. In this podcast series Kristy and Tom review  other top commentators in compliance as well. In this podcast, we will consider all things compliance, corporate ethics, ESG, governance, and whatever else is on our minds and the minds of other experts in the field. Kristy and Tom explore all of these topics with expertise and wit.

2 Gurus Talk Compliance will include a deep dive into the latest headlines, as well as ask hard hitting questions and provide valuable insights on the current happenings of the world. Don’t miss out this week, as Tom and Kristy look at how the new DOJ pilot program and update to the evaluation of corporate compliance program guidance will affect dailiness operations.

 Highlights Include

·      Moral hazard for DOJ/Compliance

·      Global Corporate Governance Trends for 2023

·      Assessment of Monaco/Polite Speeches and new ECCP

·      Compliance in the Metaverse

·      Five hard leadership bills to swallow.

·      Former Blue Bell CEO Pleads Guilty

·      $9 Million Cow Manure Ponzi Scheme

·      Lessons Learned from Ericsson’s DPA Breach

·      Serious Fraud Office Abandons Prosecution

·      2023 Evaluation of Corporate Compliance Programs

 Notable Quotes

1.      “The effect on the economy is much more severe than I would have ever thought. The market tanked, basically, for 3 days. And of course, the market runs on perceptions. Pretty much like bank runs run on per perceptions.”

2.     “We had some assets disappear over the weekend. We’ve had the federal government come in at backstop that amount, full amount, not just limited to the 250000 per person or entity that the FDIC ensures I think banking regulations will probably change forever because of this event.”

3.      “A couple of weeks ago, we had 2 major speeches by deputy attorney general Lisa Monaco and Kenneth Polite, at the ABA white collar conference that were followed by the release of an updated 2023 version of the Evaluation of Corporate Compliance Programs, a new policy regarding monitors as well, and the announcement of a pilot program.”

Resources 

  1. Moral hazard for DOJ/Compliance 
  2. Global Corporate Governance Trends for 2023 
  3. Assessment of Monaco/Polite Speeches and new ECCP
  4. Compliance in the Metaverse
  5. Five hard leadership bills to swallow
  6. Former Blue Bell CEO Pleads Guilty to Misdemeanor Over Listeria Outbreak
  7. Central Valley Man Pleads Guilty to Nearly $9 Million Cow Manure Ponzi Scheme
  8. Lessons Learned from Ericsson’s DPA Breach: An Internal Investigation Nightmare
  9. U.K. Serious Fraud Office Abandons Prosecution of Former G4S Executives
  10. DOJ Announces Major Changes To Corporate Compliance Program Evaluation

Connect with Kristy Grant-Hart on LinkedIn

Spark Consulting

Connect with Tom Fox on Linkedin

Categories
Everything Compliance

Episode 114, The Monaco, Polite & ECCP Edition

Welcome to the only roundtable podcast in compliance as we celebrate our second century of shows. Everything Compliance has been honored by W3 as the top talk show in podcasting. In this episode, we have the quartet of Tom Fox, Jonathan Marks, Matt Kelly and special guest Scott Garland from Affiliated Monitors, who discuss at the recent speeches by DAG Lisa Monaco and Kenneth Polite, announcing changes in the DOJ’s Evaluation of Corporate Compliance Programs. We conclude with our fan fav Shout Outs and Rants section.

  1. Matt Kelly looks at the changes around clawbacks. He shouts out to the PCAOB for reminding folks that cryptocurrency ‘reserve reports’ are not worth the paper they are printed on.
  2. Jonathan Marks considers what the two speeches and changes in the ECCP mean for corporate governance. He shouts out to US House of Representatives for overwhelmingly voting to investigate the origins of Covid-19.
  3. Tom Fox looks at the changes to incentives, both financial and non-financial in the 2023 ECCP. He rants about the Tennessee legislature attempt to ban Shakespeare, movies such as Tootie and Some Like It Hot, politicians such as George Santos; all in the guise of banning drag shows.
  1. Special Guest Scott Garland looks at the changes in the monitor selection process and what that means for the line attorney prosecuting a FCPA violation. He shouts out to the Department of Justice for their continued evolution in their thinking about compliance and compliance programs.

The members of the Everything Compliance are:

  • Jay Rosen– Jay is Vice President, Business Development Corporate Monitoring at Affiliated Monitors. Rosen can be reached at JRosen@affiliatedmonitors.com
  • Karen Woody – One of the top academic experts on the SEC. Woody can be reached at kwoody@wlu.edu
  • Matt Kelly – Founder and CEO of Radical Compliance. Kelly can be reached at mkelly@radicalcompliance.com
  • Jonathan Armstrong –is our UK colleague, who is an experienced data privacy/data protection lawyer with Cordery in London. Armstrong can be reached at armstrong@corderycompliance.com
  • Jonathan Marks is Partner, Firm Practice Leader – Global Forensic, Compliance & Integrity Services at Baker Tilly. Marks can be reached at marks@bakertilly.com

The host and producer, ranter (and sometime panelist) of Everything Compliance is Tom Fox the Voice of Compliance. He can be reached at tfox@tfoxlaw.com. Everything Compliance is a part of the Compliance Podcast Network.

Categories
Daily Compliance News

February 11, 2023 – The All Adani 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 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.

Stories we are following in today’s edition of Daily Compliance News:

Categories
Innovation in Compliance

Key Board Issues Going Forward with Christina Bresani

What are some of the challenges facing board members in providing meaningful oversight? Christina Bresani, head of William Blair’s Corporate Advisory Team, is here to share her take. Host Tom Fox and Christina are going to delve into the current state of the corporate world, touching on the challenges faced by boards of directors. They’ll also discuss the increase of unsolicited offers and the importance of being prepared for them. This is a thought-provoking conversation that will shed light on the current landscape of the corporate world.

Christina Bresani is a seasoned investment banker with over 25 years of experience. She joined UBS right after graduation from Wellesley College where she studied economics and Spanish. After 20 years at UBS, she joined William Blair and currently leads the Corporate Advisory Team, a team that focuses on advising public companies on all things mergers and acquisitions.

 

Key points you’ll hear them discuss:

  • Christina tells Tom, “About 85% of the transactions that we’re seeing right now start with an unsolicited proposal.” They are advising clients on being prepared for unsolicited proposals and valuations in an uncertain market.
  • How William Blair works with clients to optimize their portfolio and their process for evaluating selling or spinning off businesses.
  • ESG is a focus area for boards. It’s now considered a “must-have” and not a “nice-to-have”. Boards and management teams focus on ESG as a day-to-day part of their decision-making process. Christina is happy to see companies take a more holistic oversight around ESG at the board level.
  • There has been an increase in shareholder activism and companies are worried about it and seeking help in preparing for it.
  • “Ultimately, what companies need to be thinking about is how to create shareholder value,” Christina tells listeners. This is what should be top of mind for boards going forward, she remarks.

 

KEY QUOTE:

“There are always intertwined relationships between boards and companies, and the real goal is to get all the brains together in a room to figure out if a deal makes sense for both sets of shareholders.” – Christina Bersani

 

Resources

Christina Bresani on LinkedIn

 

Categories
The ESG Report

Data Privacy and ESG with Dan Frechtling

Tom’s guest in this episode of the ESG Report is Dan Frechtling of Boltive, a company that helps keep the Internet safe from invasive media and enforces data privacy. Data privacy and cybersecurity are ESG issues because they are significant drivers of business risk and a growing concern among investors and CEOs. The public costs of poor corporate cybersecurity management are increasingly viewed as market failures.

Dan is the CEO of Boltive. His career began as a marketer, and he has spent years learning the power of marketing. Having experienced a significant event that changed his perspective about hyper-targeting and information sharing, he transitioned to cybersecurity where he learned about data privacy issues. 

 

Here are some key points Dan and Tom talk about:

  • Dan talks about his professional journey and background and his role at Boltive.
  • Dan defines invasive media and describes the protection his company provides against it. 
  • Dale explains how Boltive’s solution for invasive media protects the audience from malware, redirects, and other malicious behaviors, by replacing them with revenue-generating ads.
  • Compliance with terms of service and user experience is key in order for these solutions to work, Dan tells Tom.
  • In cybersecurity, the intermediaries and third parties are often creating noncompliant and bad user experiences. Boltive solves this by creating a synthetic user experience so each step is recorded and traceable to see what went wrong.
  • Knowing and identifying if your inventory is sensitive and understanding the flow of data makes complying with ever-changing privacy regulations easier. 
  • Dan explains why the digital ad ecosystem is so convoluted and the potentially harmful effects on customers.
  • Dane highlights some of the compliance issues with online marketing. 
  • GDPR is the gold standard when it comes to privacy and data protection, but state laws should also be followed when they are more stringent than GDPR.

 

KEY QUOTE:

“Invasive advertising can really be many different forms and we see our role to protect brands and publishers and technology platforms so those ads don’t get inadvertently served, because the world of programmatic advertising is very lawless and algorithm-driven.” – Dan Frechtling

 

Resources 

Dan Frechtling LinkedIn | Twitter 

Boltive