Categories
Great Women in Compliance

Great Women in Compliance: Jane Norberg – What’s New with Whistleblowing

In today’s episode, Lisa Fine speaks with Jane Norberg, a partner at Arnold & Porter. Jane is also the former Chief of the Office of the Whistleblower at the SEC, and she is one of the people who built that office into what it is today, both as Chief and before that, Deputy Chief. She is one of the leading voices on the whistleblower process, and an advisor to organizations in building best practices for organizations to address concerns.

In March, Deputy Attorney General Lisa Monaco announced a pilot program to compensate whistleblowers who report “significant corporate or financial misconduct” of which the DOJ was not aware. Jane talks about the SEC program and how it has succeeded. She also explains the similarities and differences between the not-yet-enacted DOJ program and the SEC program. Jane provides her perspective and insight as to why she thinks there is a delay from the DOJ as the initial 90 days have passed and how funding, staffing and other factors may contribute.

Jane and Lisa also discuss the SEC reporting process, how tips come in globally from over 100 countries, and the importance of the Whistleblower program to deter and stop wrongdoing.  This goes along with the statistics that indicate that 80% of whistleblowers raise concerns internally, most frequently to the person’s manager most often go to management, not to the Ethics and Compliance teams or the helplines. To that end, Jane provides practical advice to make sure that E&C teams are providing the right training for managers to identify issues and raise them appropriately.

Supporting ethical decision-making is critical for every organization, but providing training to those who may hear concerns is a key component of that. While practitioners think about this for company culture, Jane provides insight on the larger picture of how our internal work is related to the larger scope of whistleblower reporting.

Topics Include:

  • Jane’s integral role as Chief of the SEC Office of the Whistleblower
  • The DOJ pilot whistleblower program and the SEC program and the distinctions
  • Global Impact of the SEC Whistleblower Program
  • Practical advice for E&C professionals building and managing hotlines

Resources

Join the Great Women in Compliance community on LinkedIn here.

Categories
Trekking Through Compliance

Trekking Through Compliance – Episode 20 – Court Martial

In this episode of Trekking Through Compliance, we consider the episode Court Martial which aired on February 2, 1967, Star Date 2947.3.

Story Synopsis

After sustaining severe damage in an ion storm, the Enterprise is forced to seek repairs at Starbase 11, where  Commodore Stone investigates the death of records officer Ben Finney, who died in the storm. Stone finds it was Kirk’s negligence that led to Finney’s death.  A trial ensues, and Kirk’s former flame Ariel Shaw is the prosecuting attorney, and Kirk seeks the services of attorney Samuel T. Cogley.

Spock discovers something amiss in the program bank of the Enterprise after he can beat the computer 5 times, even though its program should not be capable of losing. Recognizing the computer has been tampered with, they find Finney and  Kirk’s record is cleared, and Samuel Cogley takes on a new case: defending Finney.

Commentary

In this episode of ‘Trekking Through Compliance,’ host Tom Fox explores the compliance lessons learned from the ‘Star Trek’ original series episode ‘Court Martial.’ Featuring the trial of Captain Kirk for an alleged violation during an ion storm, the episode delves into themes of due process, conflicts of interest, evidence preservation, and the role of expert testimony in compliance investigations. Tom draws parallels between the show’s narrative and key compliance principles such as transparency, accountability, and whistleblower protections, providing insightful takeaways for compliance professionals.

  • The Incident at Starbase 11
  • Kirk’s Court Martial Begins
  • Spock’s Discovery and the Final Verdict
  • Compliance Lessons from Court Martial

Resources

Excruciatingly Detailed Plot Summary by Eric W. Weisstein

MissionLogPodcast.com

Memory Alpha

 

Categories
FCPA Compliance Report

FCPA Compliance Report – Adrienne Bellehumeur on The 24-Hour Rule: Mastering Dynamic Documentation

Welcome to the award-winning FCPA Compliance Report, the longest-running podcast in compliance. Join Tom Fox, the host of FCPA Compliance Report, as he speaks with Adrienne Bellehumeur, a consultant specializing in business analysis, audit, internal control programs, and effective documentation. In this episode of the FCPA Compliance Report, they discuss the secrets to smarter organizations and the importance of the 24-hour rule for documenting and retaining information. Adrienne, author of “The 24-Hour Rule,” provides practical and comprehensive techniques for dynamic documentation and pushes individuals and organizations forward through a six-step process. The discussion also covers the challenges of managing information in communication tools like Slack and WhatsApp and the need for clear repositories for future value and legal purposes. Take advantage of this informative episode and get your hands on Adrienne’s book now!

Key Highlights:

· The 24-Hour Rule: Importance of Documentation

· Dynamic documentation for managers and directors

· Mastering Successful Documentation: The Six Steps

· Effective Documentation and Data Governance

· Effective Information Management in Communication Tools

Notable Quotes:

“The 24-hour rule is what I think is the golden rule of documentation, and it’s very simple.”

“All documentation should drive back to actually pushing you personally or your organization or your team forward into a forward state to take forward action.”

“Documentation is about, and I actually believe, it’s a problem-solving technique.”

“My book is effectively a framework for better documentation where companies can assess where they’re at, look through what they have, look at I have standards I’ve developed as well.”

Resources

Adrienne Bellehumeur on LinkedIn

The 24-Hour Rule

Tom Fox

Instagram

Facebook

YouTube

Twitter

LinkedIn

Categories
Blog

Tax and Compliance: What is Transfer Pricing?

What is the intersection of tax and compliance? Why does a Chief Compliance Officer (CCO) or compliance professional need to sit down with the corporate head of tax? How does a corporate tax function fit into a best practices compliance program? It turns out there is quite a bit a compliance professional can learn from a tax professional. Moreover, there are many aspects of tax which should be considered by a CCO and compliance professional from an overall risk management perspective. Unfortunately, these questions are rarely explored in the compliance community.
To explore these issues (and remedy this lack of awareness) I recently sat down with noted tax professional Tracy Howell to explore these and other questions. We tackled these issues and others in a five-part podcast series for Innovation in Compliance. In Part 2, we turn to the question of what is transfer pricing and what does this have to do with compliance?
We began at the beginning – what is transfer pricing and what methodologies are used to determine or estimate price transactions? Howell began with the rather astute obligation that if you are “a compliance officer and you can say anything more than just the words “transfer pricing”, you are indeed an FOT (Friend of Tax).” He went onto explain, “Transfer pricing encompasses the methodologies required by tax code and regulations around the world to price transactions between affiliated companies. It is the provision of and sale of goods between affiliates, sale of services, provision of services, including the licensing of intangibles. Finally,  transfer pricing requires you to press the transactions at an arm’s length rate.”
Transfer pricing is a critical issue when you have transactions between related parties, which in a large multi-national organization is almost always. To help illustrate the issues involved, Howell compared two transactions. First if you are selling goods, “such as Ford Motor Company selling an automobile, it is easily comparable if manufactured in Canada and sold to the US, because you could compare that transaction to something that was manufactured by Chevrolet.” However, Howell noted, “when it gets really complicated is if you’re manufacturing proprietary products. In oilfield services for instance, your organization might manufacture a very unique valve. What would the arms-length rate be if it’s manufactured in the US and sold to Mexico?” Here the tax professional must have a process to prove the arms-length rate of value for sale between related parties. The methodology to do so would be to get some comparables for those kinds of transactions. But this may be hard to do if you are selling proprietary top specialized manufactured equipment.
As Howell related, “it becomes an art, and that art is developing and applying an arms-length rate for comparable transactions between comparable entities. Even trickier is if a one-off piece of equipment does not have a comparable, so then you have to broaden the scope of finding manufactured goods, for instance, or something comparable. It is an art and its normally tax issues of an exact nature and transfer pricing is not but the key is to have a defined methodology.”
We then turned to the several entities involved in the government side of transfer pricing and how they may at times be at odds, complicating the job of the tax professional as well as the compliance practitioner. Initially Howell noted that governments are involved with their different regimes for the selling and buying side of tax jurisdictions. This means in every case you have a seller of goods or services and a buyer. The objective of governments and their taxing jurisdictions is to get their fair share. In reality, this means that every government is trying to expand its tax base. They do that by trying to grab as much of multi-jurisdictional transactions profit as possible.
Then there are third party organizations that are involved, such as the Organization of Economic Cooperation and Development (OECD). The OECD is pushing standard transfer pricing laws and regulations throughout the world. They provide model laws, treaties and transfer pricing strategies. As Howell noted, their objective is to “try to standardize the government’s laws and regulations, so that you do not have a mismatch between very aggressive and very liberal transfer pricing laws. The OECD is trying to provide some guidance on what is a fair share.” But as Howell further related, “at the end of the day, what is fair? And that’s just somebody’s opinion; what is fair.”
We concluded with a look at the transfer pricing negotiation process. Most interestingly, the process Howell described mirrored the process when negotiating with the Department of Justice (DOJ) in a Foreign Corrupt Practices Act (FCPA) investigation or enforcement action. It all starts with your credibility. You must demonstrate credibility to the taxing authority and then back up that credibility with documentation (Document, Document, and Document). From there it is demonstrating your consistent process and methodology to demonstrate how you came up with a rate for transfer pricing of a good or service, similar to how a CCO would demonstrate compliance program effectiveness to the DOJ. But here the tax professional will face an added wrinkle from a that of a CCO. Howell explained that if you are in a country like Kazakhstan, your submission must in the format required by Kazakh law. If you are required to use local language in your submission, you are partway there. Howell ended with “you have not gone all the way. You must follow the laws, even if they are a little bit different. That includes language and formatting in all your jurisdictions.”
Join us tomorrow when we explain why tax needs a seat at the table. Check out the full podcast series Taxman: On the Intersection of Tax and Compliance on the Compliance Podcast Network. Check out Tracy Howell on LinkedIn.