Tag: Jonathan Marks

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Role of the Board of Compliance

Caremark

Tom Fox and Jonathan T. Marks kick off the series with a deep dive into the 1996 Caremark decision, the 2006 Stone v. Ritter resolution, and the compliance lessons companies and board members can learn from the facts and patterns of these fundamental cases.

▶️ Caremark with Tom Fox and Jonathan T. Marks

Key points discussed in the episode:

  1. Tom Fox gives a brief background on the Caremark case.
  2. Jonathan T. Marks describes how ethical behavior is the backbone of an organization and how this case defined the importance of having proper oversight monitoring.
  3. Tom Fox lays out Caremark’s penalties. He describes the Stone v. Ritter facts, how the bank was sued for failure to perform due diligence on fraudulent investors and violating the Bank Secrecy Act. These schemes follow a pattern that has been seen repeatedly. It has also defined the duties of board members: avoiding negligence and arising from failures.
  4. Jonathan T. Marks explains how fundamentals made their way into compliance laws in other countries, how guidelines are warning shots for companies to clean up, and urging companies to step up.
  5. The Caremark doctrine later refined two conditions for director liability and emphasized why boards must actively engage in oversight.
  6. Board members must get down to the nitty-gritty of what is truly happening in their organizations, ask tough questions, do a deeper self-assessment, and stop refusing to avoid problems and the ugly truth.

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Do you have a podcast (or do you want to)? Join the only network dedicated to compliance, risk management, and business ethics, the Compliance Podcast Network. For more information, contact Tom Fox at tfox@tfoxlaw.com.

Categories
FCPA Compliance Report

The EC Gang on the Monaco Doctrine

In this special 5 part podcast series, I am deeply diving into the Monaco Memo and analyzing it from various angles. In this episode of the FCPA Compliance Report, we have the Award-Winning Everything Compliance quartet of Jonathan Marks, Jonathan Armstrong, Karen Woody, and Tom Fox on the Monaco Memo.

1. Tom Fox looks at the Monaco Memo through the monitorship language and answers a listener’s questions about compliance programs under the Monaco Memo.

2. Karen Woody reviews the Monaco Memo, the self-disclosure angle, and investigatory considerations and ponders the role of defense counsel going forward.

3. Jonathan Marks also looks at investigatory issues under the Monaco Memo, the role of the Board of Directors, and the role of the forensic auditor under the Monaco Memo.

4. Jonathan Armstrong’s self-disclosure from a UK angle joins Karen Woody in questioning how defense counsel should move forward.

Resources

Tom 5-Part blog post series in the FCPA Compliance and Ethics Blog

1.     A Jolt for Compliance

2.     Timely Self-Disclosure

3.     Corporate Compliance Programs

4.     Monitors

5.     The Heat is On

Monaco Memo

Categories
Role of the Board of Compliance

Introduction to the Role of the Board In Compliance

This is Tom Fox, The Compliance Evangelist.

I want to welcome you to a new special video podcast series I’m doing with my co-host, Jonathan T. Marks, from Baker Tilly.

In this podcast series, we’ll look at the changing and expanding obligations of the boards of directors of U.S. public companies around compliance, known as the Caremark Doctrine. We’ll discuss how and when it was created and what it means for the modern corporate board in 2022.

It will be a fascinating exploration of a series of law cases from Delaware, which has greatly changed the obligations of boards of directors and made them enter global parts of a corporate compliance program.

I hope you will join us and see how the requirements of Caremark have strengthened corporate compliance programs, made boards of directors more effective, and how all of this ties directly into modern ESG.

Thanks so much for listening.

Stay tuned and enjoy the Role of the Board in Compliance.

Categories
Everything Compliance

Episode 104 – the Back to School Edition

Welcome to the only roundtable podcast in compliance as we celebrate our second century of shows. In 2021, Everything Compliance was honored by W3 as a top talk show in podcasting. In this episode, we have the quartet of Jonathan Marks, Jonathan Armstrong, Jay Rosen and Matt Kelly on a variety of topics. We conclude with our fan Shout Outs and Rants section.

1. Jay Rosen looks at a recent report about the number and quality of SEC whistleblower awards.  Rosen shouts out to scientists who are trying to create Oxygen from CO2 so that life can exist on Mars.

2. Matt Kelly discusses the Mudge whistleblower allegations regarding Twitter.  Kelly shouts out to NASA engineers who scrubbed the space shuttle launch due to safety concerns.

3. Jonathan Marks considers the role of internal audit in M&A work specifically and how the Board should utilize internal audit more generally. Marks shouts out the 30the anniversary of the US Sentencing Guidelines.

4. Tom Fox shouts out the American League leading Houston Astros.

5. Jonathan Armstrong looks at the newly released Lloyd’s regulations around denial of coverage for cyber-attacks made by foreign governments and state actors. He shouts out to the British television show “Have I Got News” for skewering Boris Johnson with his own words.

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 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.

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Everything Compliance - Shout Outs and Rants

Everything Compliance-Shout Outs and Rants from Episode 102

Welcome to our fan-favorite Shout Outs and Rants.

  1. Matt Kelly rants about the LIV exhibit golf tour and the insane amount of money being spent by Saudi Arabia to rehabilitate its reputation through sports.
  2. Jonathan Marks shouts out SEC Chairman Gary Gensler on the 20th anniversary of the enactment of SOX.
  3. Tom Fox shouts out to Vin Scully, the former play-by-play announcer for the Los Angeles Dodgers.
  4. Jay Rosen shouts out to Celtic great Bill Russell, who died this week.

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, 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
Everything Compliance

Episode 101, the Glencore Edition


Welcome to the only roundtable podcast in compliance as we celebrate our second century of shows. In 2021, Everything Compliance was honored by W3 as a top talk show in podcasting. In this episode, we have the quintet of Jonathan Marks, Karen Woody, Jonathan Armstrong, Tom Fox and Matt Kelly. In this episode, we take up the Glencore FCPA settlement. We conclude with our fan favorite Shout Outs and Rants.

1. Karen Woody takes a deep dive into the history of Glencore, from its founding by Marc Rich in the 1980s through the allegations of bribery, corruption and market manipulation which led to the FCPA and CFTC settlements.  Woody shouts out the US National and state parks systems which provide much needed green spaces for Americans.

2. Matt Kelly takes a deep dive into CCO certification issue and what it might mean for individual CCO criminal liability going forward.  Kelly has a dual shout out and rant. He shouts out to the Boston Celtics for having the greatest NBA Finals-Game 1 comeback to win the game. He rants about the DOJ failing to post the speech by AAG Kenneth Polite where he announced the new requirement for CCO certification.

3. Jonathan Marks explores the role of internal audit in contributing to the compliance failures and what IA can do to facilitate a culture change at the company. Marks also has a dual shout out and rant. He shouts out to the Philadelphia Phillies for firing manager Joe Girardi and rants about Glencore’s Press Release about their updated compliance which he rants “says nothing”.

4. Tom Fox considers the dual monitor aspect of the resolution and the requirements of the monitorships. Fox reads out the names of the students and teachers who were killed in the recent massacre in Uvalde,  TX.

5. Jonathan Armstrong explores the settlement from the UK perspective and considers, what if any charges against individuals that the UK-Serious Fraud Office might bring. Armstrong shouts out to the Queen’s Platinum Jubilee and Sir Andy Murray for speaking out against the murder of school children. Murray is a survivor of a similar event in Scotland.

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 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
Compliance Into the Weeds

SEC Proposed Rules on Disclosure of Cyber Breaches

Compliance into the Weeds is the only weekly podcast which takes a deep dive into a compliance related topic, literally going into the weeds to more fully explore a subject. This week, Matt and Tom are joined by Karen Woody and Jonathan Marks to consider the SEC’s recent proposed rules for disclosure of cyber breaches. Highlights include:

·      What was in the proposals? The 60-day comment period is running.

·      The 4-day disclosure requirement for material breaches.

·      The corporate governance issues around Board reporting.

·      What is the SEC trying to accomplish?

·      Should your company have a cyber-risk committee? If so, who should be on it.

Categories
Everything Compliance

Episode 91, the Year End Review Edition


Welcome to the only roundtable podcast in compliance. The entire gang was also thrilled to be honored by W3 as a top talk show in podcasting. In this episode, we have the sextet of Karen Woody, Jonathan Armstrong, Matt Kelly, Jonathan Marks, and Jay Rosen, with host Tom Fox also weighing in on this episode. We also discuss our favorite story of 2021. We end with a veritable mélange of shouts outs and rants.

1. Karen Woody reviews the increase in SEC enforcement that the regulators have told us throughout the year that is coming. Karen shouts out to starting early Emmy buzz for Ted Lasso.

2. Jay Rosen reviews the Activision imbroglio from the missteps of the CCO to the disseminations of the CEO. Rosen shouts out to civility.

3. Matt Kelly reviews the latest iteration of ransomware attacks and contrasts it with data privacy breaches from the past. Kelly shouts out to the NJ sandwich shop Hometown International, which with $35K in annual sales resulting in a $100MM market cap evaluation.

4. Jonathan Armstrong goes back to consider the long running soap opera, sage and story that is Carlos Ghosn and Nissan. Armstrong shouts out to who show true leadership in a crisis and the Spirit of Christmas.

5. Jonathan Marks reviews the increase Caremark duties for Boards of Directors coming out of the Delaware courts. Marks expands on his rant about Hall of Fame horse trainer Bob Blaffert.

6. Tom Fox reviews the year in ESG and why compliance is the most well-suited corporate function to lead a corporate ESG effort. shouts out to John Lee Dumas, who as a college senior on 9/11, knew that night he was going to war, and to all the men and women who served in combat in America’s 20-year war in Iraq and Afghanistan.   

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 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
The Compliance Handbook

The Evolution of Audit and Compliance with Jonathan T. Marks


The compliance sphere is exciting as it is challenging to look into how the risk landscape is quickly changing. In this episode, Compliance Evangelist Tom Fox engages in a power-packed conversation with Jonathan Marks, a long-time professional in internal audit and thought leader in the compliance space.
Tune in and extract valuable insights as they go deep on the evolution of the internal audit profession since implementing the SOX Act of 2002, the arc of professionalism in compliance, the importance of an overall integrated structure of Enterprise Risk Management, and many more.
Major takeaways discussed in the episode:
✔️ Why the COSO 2013 Internal Controls Framework serves as a seminal moment for compliance professionals and helps keep up with the exponential speed of developments in the space.
✔️ The move to an overall integrated structure of Enterprise Risk Management is critical in proactively identifying, assessing, monitoring, and responding to risks and opportunities.
✔️ The 2020 Update to the Evaluation of Corporate Compliance Programs brought business intelligence to compliance and serves as a significant step towards enterprise resiliency. Organizations today have to be flexible and nimble and adapt to changes of new risks to survive and evolve.
✔️ The importance of prioritizing root cause analysis in investigation and approach. Jonathan has advocated for this in so long and the rigor around the process. “When I look at the root cause, it’s really finding that one domino that fell and tipped off everything else. Often, some recommendations are made specifically related to internal controls that are treating the symptoms and not the underlying issues. And then we have this funky word called recidivism. And so that same problem keeps happening or coming back.”
✔️ The three vital skills that have come into play that a compliance professional needs today are being “digitally athletic” to understand data analytics, be a great communicator and possess critical thinking to keep up with the evolving compliance functions.
✔️ The most successful auditors are the ones that can communicate, build trust and relationships with people. 
✔️ Companies and compliance need to be thinking about into 2025 are becoming more risk resilient, with what Jonathan calls the Bermuda Triangle — where internal audit, compliance, and legal all work harmoniously.
✔️ From a board member’s perspective going into the future, one has to start asking tough questions surrounding the company’s audit process and creating an internal audit plan.
Jonathan T. Marks is the firm leader of the global fraud and forensic investigations and compliance practice at leading advisory, tax, and assurance firm Baker Tilly. He has more than 30 years of experience working closely with his clients, their board, senior management, and law firms on global and cross-border fraud and misconduct investigations, including bribery, corruption, and compliance matters.
Jonathan specializes in internal and regulatory investigations, governance matters; risk assessment, design, and implementation of compliance programs; global fraud risk management programs; and compliance coordination and monitoring services for the private, public, not-for-profit sectors. He assists his clients to mitigate potential issues by conducting root-cause analysis, developing remedial procedures, and designing or enhancing governance and compliance systems along with internal controls, policies and procedures, and customized training.
LinkedIn: Jonathan T. Marks
Website: www.bakertilly.com/contact/directory/jonathan-t-marks/
Blog: boardandfraud.com

Categories
FCPA Compliance Report

Jonathan Marks on the Role of Gatekeepers


In this special five-part podcast series, I take a deep dive into the recent Herbalife FCPA Resolution. Over the next 5 podcasts Mike Volkov, Jay Rosen, Matt Kelly, Jonathan Marks and Jonathan Armstrong will all bring their own unique perspectives to this settlement. In this Part 4, Jonathan Marks and Tom Fox discuss the role of gatekeepers and the lack of skepticism at the Board of Directors.
Some of the highlights include:

  • Chief Audit Executive and Chief Compliance Officer exits should be 8K events.
  • Who guards the gatekeepers?
  • The Board is responsible for management override of controls.
  • Why was there a lack of skepticism at the Board level?