Tag: corporate governance

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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

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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

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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.

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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:

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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

Categories
Everything Compliance

Episode 109, The New Year’s 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 quintet of Jay Rosen, Jonathan Armstrong, Jonathan Marks, Tom Fox, and Matt Kelly, all discussing issues they are looking at as we begin 2023. We conclude with our fan-fav Shout Outs and Rants section.

  1. Matt Kelly looks at some of the ESG issues he will be following in 2023, including SEC rules around ESG, potential audit requirements, who will hold this function internally, and the new role of the ESG Controller. He rants about Zulily and its SOX compliance failures which allowed an employee to embezzle over $300,000.

2. Jonathan Marks looks at corporate governance issues in 2023, including board structure and guidance, recent Board failures, and Board oversight and monitoring. He shouts out to the NFL to cancelling the game between the Bengals and Bills.

3. Tom Fox shouts out to the 50th anniversary of School House Rock and lists his top five.

4. Jonathan Armstrong gives us a preview of 5 key issues he is following for 2023: ESG, GDPR fines, ransomware, supply chain risk issues, and crypto scams. He rants about the mistreatment of Prince Harry’s dog and asks if the dog was traumatized when Prince William knocked his brother (Prince Harry) down and broke the dog’s food bowl.

5. Jay Rosen reviews acronyms that drive him crazy. He shouts out to EMS personnel in Cincinnati for training and being prepared when Damar Hamlin went into cardiac arrest during the Bills game and saved his life.

The members of 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 jonathan.armstrong@corderycompliance.com

•       Jonathan Marks is Partner, Firm Practice Leader – Global Forensic, Compliance & Integrity Services at Baker Tilly. Marks can be reached at jonathan.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

November 1, 2022 the Good Governance Edition

In today’s edition of Daily Compliance News:

  • Musk fires Twitter Board and makes himself sole director. (WSJ)
  • EU wants stronger anti-forced labor law. (WSJ)
  • Trump companies don’t want to monitor. (Reuters)
  • Companies under clawback pressures from SEC. (WSJ)
Categories
The ESG Report

Corporate Culture and ESG with Ty Francis

 

Tom Fox welcomes renowned compliance leader, Ty Francis, to the ESG Report! Ty is the Chief Advisory Officer at LRN; he leads the company’s worldwide ethics and compliance consulting, ESG, and community outreach strategy. In this week’s episode, Ty and Tom discuss LRN’s new report, Assessing Corporate Culture, and how it relates to ESG. 

 

 

The Genesis of the Assessing Corporate Culture Report

Tom asks Ty about the genesis of the LRN report. This is the second report LRN produced; the first one was about activating culture and ethics in the boardroom. Their previous research led the team at LRN to realize that most corporate boards did not understand culture. Ty says, “Over the last 10 years culture is so high on those lists, but when you look further into the survey and ask them what they’ve done to measure this culture, it’s nonexistent.” Therefore, LRN sought to discover the general opinion on culture and ethics compliance and provide a roadmap on how to activate these skills within a company. 

 

Roadmap for Building Corporate Culture

Tom highlights how the report can be used as a roadmap to build culture. Ty says that building corporate culture starts with defining ethical culture. Ethical culture is the codification of what an organization stands for and the systems that support those beliefs; the core architecture should be reinforced by leadership in how they model desired behavior. The second step in building culture is getting to know the most valuable members within your company, in each department. Culture is extremely important for building relationships within a company and allowing people to hear opinions from all sides. 

 

The Relationship Between ESG and Corporate Culture

The culture within a corporate setting has always been an ESG issue. The governance aspect of ESG is directly related to culture as it is something that companies should have been implementing for years. Ty remarks, “It shows the company’s values across the board, and I think when you have a mismatch of what the company says it’s doing and what they are really doing, that can fragment any ability for a company to demonstrate that it is really a forward-thinking, future-expanding company.” The governance is to be upheld by the board, stewards, stakeholders, and managers. He lists five key considerations for boards: 

  • prioritizing culture on the board agenda, 
  • challenging the board’s culture, 
  • mentoring and monitoring, 
  • articulating the desired culture, and 
  • establishing clear communication.

 

Looking Ahead

Acknowledging the new legal and regulatory requirements, public pressure and the evolution of thinking surrounding corporate culture, Tom asks Ty if he believes that boards will maintain the corporate culture into 2025 and beyond. Ty believes these pressures will force boards to manage and maintain the corporate culture. 

 

Resources

Ty Francis | LinkedIn | Twitter

LRN | LRN Report – Assessing Corporate Culture | LinkedIn | Twitter | LRN Report – Benchmark of Ethical Culture |

 

Categories
This Week in FCPA

Episode 292 – the Russia Invades edition


As Russia invades Ukraine, Tom and Jay settle in and are back looking at some of the week’s top compliance and ethics stories this week in the Russia Invades edition.
Stories

  1. What Russia invasion could mean for corporate governance. Michael Peregrine in Forbes.com. What do sanctions mean for US companies? Jaclyn Jaeger in Compliance Week (sub req’d)
  2. Why is subculture audits so critical? Vera Cherepanova explains in the FCPA Blog.
  3. KT Corp. settles FCPA enforcement action. Tom (FCPA Compliance and Ethics Blog) and Mike Volkov (Corruption Crime and Compliance) both have 3-part series. Matt Kelly’s take in Radical Compliance. Tom and Matt in Compliance into the Weeds.
  4. National Cryptocurrency Enforcement Team and what it means. Kathleen McDermott and Mark Krotoski in CCI. David Smagalla in WSJ Risk and Compliance Journal.
  5. How Credit Suisse facilitated crime, corruption, and dictators. Jessie Drucker and Ben Hubbard in the New York Times.
  6. Why diversity on investigation teams matters. Karin Portlock and Jabari Julien in Compliance and Enforcement.
  7. Could small-cap directors & officers could face ESG liability. Lawrence Heim in practicalESG.
  8. Global trends in corporate governance for 2022. Richard Fields, Rusty O’Kelley III, and Laura Sanderson, in Harvard Law School Forum on Corporate Governance.  
  9. Roger Ng trial in danger of collapse due to prosecution ‘inexcusable error .’Stewart Bishop in Law360. (sub req’d)
  10. Using the FCPA to fight the demand side of bribery. Matthew Stephenson in GAB. 

Podcasts and More

  1. In February on The Compliance Life, I visited with Ellen Smith, a former Director of Trade Compliance who recently started her consulting firm. In Part 1, she discussed her academic background and early professional career. In Part 2, Ellen discussed her move in-house. In Part 3, Ellen discusses being a part of the Compliance Dream Team at Weatherford. In Part 4, Ellen moves into the world of consulting.
  2. On the FCPA Compliance Report, Tom began a 2-part series with Trade Compliance guru Matt Silverman on possible Russia sanction (Part 1) and the corporate response (Part 2). Part 2 posts Monday, February 28.
  3. CCI releases a new e-book from Mike Volkov, “Compliance Culture Revolution .”Available free from CCI.
  4. Gwen Hassan has a special 2-part pod series on Hidden Traffic with Jeff Bond, from the Global Fund to End Modern Slavery, on the impact of climate change on modern slavery. Part 1 and Part 2.
  5. Are you a Star Wars fan? How about an uber-Geek? You will love the 5-part series on Science of Star Wars in the Greeting and Felicitations podcast series on the Compliance Podcast Network if you are either or both. In this series, Tom visits astrophysicist Dr. Ben Locwin on the following topics: Episode 1-Traveling in Hyperspace, Episode 2-Fighting with a Light Saber, Episode 3-Mechanical Prosthetics, Episode 4-Cyborgs, and Robots and Episode 5- Death Star. It is a ton of fun, and you will love it.

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.