Tag: Tom Fox

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Principled Podcast

Season 8 – Episode 12 – Part 2: Geopolitics and the Interconnectedness of Compliance Risks

What you’ll learn on this podcast episode

In this episode of the Principled Podcast, host Susan Divers continues her conversation from Episode 11 with Tom Fox, the founder of the Compliance Podcast Network, on the changing geopolitical landscape and its impact on E&C. Listen in as the two discuss how anti-corruption is a key component of ESG, the consequences of compliance in cybersecurity, and the growing interconnectedness of risks. You can listen to Episode 11 here. 

To learn more, download a copy of Tom Fox’s white paper Never the Same: Five Key Areas in Which Business Will Never Be the Same After the Russian Invasion. 

Guest: Tom Fox

Tom_Fox_grayscale

Tom Fox is literally the guy who wrote the book on compliance with the international compliance best-seller The Compliance Handbook, 3rd edition, which was released by LexisNexis in May 2022. Tom has authored 23 other books on business leadership, compliance and ethics, and corporate governance, including the international best-sellers Lessons Learned on Compliance and Ethics and Best Practices Under the FCPA and Bribery Act, as well as his award-winning series “Fox on Compliance.”

Tom leads the social media discussion on compliance with his award-winning blog, and is the Voice of Compliance, having founded the award-winning Compliance Podcast Network and hosting or producing multiple award-winning podcasts. He is an executive leader at the C-Suite Network, the world’s most trusted network of C-Suite leaders. He can be reached at tfox@tfoxlaw.com.

Host: Susan Divers

Susan_Divers_Principled_Podcast

Susan Divers is the director of thought leadership and best practices with LRN Corporation. She brings 30+ years’ accomplishments and experience in the ethics and compliance arena to LRN clients and colleagues. This expertise includes building state-of-the-art compliance programs infused with values, designing user-friendly means of engaging and informing employees, fostering an embedded culture of compliance, and sharing substantial subject matter expertise in anti-corruption, export controls, sanctions, and other key areas of compliance.

Prior to joining LRN, Mrs. Divers served as AECOM’s Assistant General for Global Ethics & Compliance and Chief Ethics & Compliance Officer. Under her leadership, AECOM’s ethics and compliance program garnered six external awards in recognition of its effectiveness and Mrs. Divers’ thought leadership in the ethics field. In 2011, Mrs. Divers received the AECOM CEO Award of Excellence, which recognized her work in advancing the company’s ethics and compliance program.

Before joining AECOM, she worked at SAIC and Lockheed Martin in the international compliance area. Prior to that, she was a partner with the DC office of Sonnenschein, Nath & Rosenthal. She also spent four years in London and is qualified as a Solicitor to the High Court of England and Wales, practicing in the international arena with the law firms of Theodore Goddard & Co. and Herbert Smith & Co. She also served as an attorney in the Office of the Legal Advisor at the Department of State and was a member of the U.S. delegation to the UN working on the first anti-corruption multilateral treaty initiative.

Mrs. Divers is a member of the DC Bar and a graduate of Trinity College, Washington D.C. and of the National Law Center of George Washington University. In 2011, 2012, 2013 and 2014 Ethisphere Magazine listed her as one the “Attorneys Who Matter” in the ethics & compliance area. She is a member of the Advisory Boards of the Rutgers University Center for Ethical Behavior and served as a member of the Board of Directors for the Institute for Practical Training from 2005-2008. She resides in Northern Virginia and is a frequent speaker, writer and commentator on ethics and compliance topics.

 

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Principled Podcast

Season 8 – Episode 11 – Part 1: Geopolitics are Impacting Workplace Ethics and Compliance Programs

What you’ll learn on this podcast episode

As the world emerges from a pandemic mindset, we confront new geopolitical realities with Putin’s war in Ukraine and increasingly fraught relations between the US and China. How is this geopolitical landscape changing the compliance landscape? In this episode of the Principled Podcast, host Susan Divers is joined by Tom Fox, the founder of the Compliance Podcast Network and aptly accredited “Voice of Compliance.” Listen in as the two discuss the impact of geopolitics on ethics and compliance and what issues should be top-of-mind for E&C leaders in the near future.

To learn more, download a copy of Tom Fox’s white paper Never the Same: Five Key Areas in Which Business Will Never Be the Same After the Russian Invasion.

Guest: Tom Fox

Tom_Fox_grayscale

Tom Fox is literally the guy who wrote the book on compliance with the international compliance best-seller The Compliance Handbook, 3rd edition, which LexisNexis released in May 2022. Tom has authored 23 other books on business leadership, compliance, ethics, and corporate governance, including the international best-sellers Lessons Learned on Compliance and Ethics and Best Practices Under the FCPA and Bribery Act, as well as his award-winning series “Fox on Compliance.”

Tom leads the social media discussion on compliance with his award-winning blog and is the Voice of Compliance, having founded the Compliance Podcast Network and hosting or producing multiple award-winning podcasts. He is an executive leader at the C-Suite Network, the world’s most trusted network of C-Suite leaders. He can be reached at tfox@tfoxlaw.com.

Host: Susan Divers

Susan_Divers_Principled_Podcast

Susan Divers is the director of thought leadership and best practices with LRN Corporation. She brings 30+ years of accomplishments and experience in the ethics and compliance arena to LRN clients and colleagues. This expertise includes building state-of-the-art compliance programs infused with values, designing user-friendly means of engaging and informing employees, fostering an embedded culture of compliance, and sharing substantial subject matter expertise in anti-corruption, export controls, sanctions, and other key areas of compliance.

Prior to joining LRN, Mrs. Divers served as AECOM’s Assistant General for Global Ethics & Compliance and Chief Ethics & Compliance Officer. Under her leadership, AECOM’s ethics and compliance program garnered six external awards in recognition of its effectiveness and Mrs. Divers’ thought leadership in the ethics field. In 2011, Mrs. Divers received the AECOM CEO Award of Excellence, recognizing her work advancing the company’s ethics and compliance program.

Before joining AECOM, she worked at SAIC and Lockheed Martin in the international compliance area. Before that, she partnered with the DC office of Sonnenschein, Nath & Rosenthal. She also spent four years in London and is qualified as a Solicitor to the High Court of England and Wales, practicing in the international arena with Theodore Goddard & Co. and Herbert Smith & Co law firms. She also served as an attorney in the Office of the Legal Advisor at the Department of State. She was a member of the U.S. delegation to the UN, working on the first anti-corruption multilateral treaty initiative.

Mrs. Divers is a member of the DC Bar and a graduate of Trinity College, Washington D.C., and of the National Law Center of George Washington University. In 2011, 2012, 2013, and 2014 Ethisphere Magazine listed her as one of the “Attorneys Who Matter” in the ethics & compliance area. She is a member of the Advisory Boards of the Rutgers University Center for Ethical Behavior and served as a member of the Board of Directors for the Institute for Practical Training from 2005-2008. She resides in Northern Virginia and is a frequent speaker, writer, and commentator on ethics and compliance topics.

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The Corruption Files

Episode 14 – Walmart with Tom Fox and Michael DeBernardis

Rapid expansion presents great opportunity and great risk.

Tom Fox and Michael DeBernardis go deep into the Walmart bribery case, why immediate cooperation matters, tips for companies to prevent similar problems, the best course of action when working internationally, and projecting risk regardless of industry.

▶️ The Walmart Enforcement action with Tom Fox and Michael DeBernardis. 

Key points discussed in the episode:

  1. Tom Fox lays out the facts of the Walmart case. Michael points out how prevention could have saved millions of investigation costs.
  2. Rapid expansion presents great opportunity and risk. Tom emphasizes that extensive remediation and cooperation can bring significant credit.
  3. Michael explains Walmart’s underwhelming conduct. Tom brings up the congressional investigation, leader exits, and the business implications of publicizing.
  4. Michael shares his advice to avoid Walmart’s case – setting realistic and proper incentives. He also provides hypothetical counsel if he could work with Walmart when the issue broke out.
  5. Michael highlights the importance of timeliness, engaging with regulators as early as possible, and providing FCPA training when asked.

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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.

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The Corruption Files

Episode 13: Avon China Bribes

When beauty company Avon Products Inc. was charged in 2014 with violating the Foreign Corrupt Practices Act (FCPA) due to failure to detect and prevent bribery acts happening in China, they settled for ten times more than the cost they paid for in “gifts.”

Today, the FCPA investigation and enforcement action still stand as one of the most interesting cases for companies and compliance professionals to learn much from.

Tune in to this new episode of The Corruption Files — The Avon China Bribes with Tom Fox and Michael DeBernardis.

Key points discussed in the episode:

  1. Tom Fox shares the background facts on such an “insane case,” with the investigation almost as interesting and important as the resolution.  
  2. Michael DeBernardis states that Avon China Bribes the grandfather case for a couple of other similar FCPA cases. 
  3. The internal audit department identified this issue of paying gifts and recommended FCPA training for the team, which did not push through due to the lack of budget.
  4. In-fighting or territoriality is not surprisingly uncommon at big companies, leading to compliance and corruption problems. 
  5. Tom cites how in 2012, the government became so frustrated with Avon that they started issuing grand jury subpoenas for individuals. 
  6. A key part of the corporate process is to have systems that talk to each other. And if you don’t, the costs can be astronomical. 
  7. Avon’s $8 million in bribes led to $500 million in pre-settlement costs, $135 million in settlement costs, and $250 million in post-settlement resolutions.  
  8. Tom reminds companies that if there’s a potentially high reward, it generally means there’s a high risk.
  9. Michael emphasizes that Compliance budgets can be tight, but skipping small training can catch up with you in the long run. 

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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.

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The Corruption Files

Episode 12: The Ralph Lauren Bribery Case with Tom Fox and Michael DeBernardis

If you’re aggressive with your response, you’ll be rewarded.

Tom Fox and Michael DeBernardis break down the facts and lessons learned in the Ralph Lauren bribery case in Argentina. Discover why anti-corruption programs and worker training matter, how speedy cooperation improves resolution leniency, and why organizations shouldn’t be complacent when it comes to risk.

▶️ The Ralph Lauren Bribery Case with Tom Fox and Michael DeBernardis

Key points discussed in the episode:

✔️ Tom Fox gives an overview of the Ralph Lauren case. Michael DeBernardis highlights how this case shows that risk exists in any industry outside the U.S.

✔️ Providing an anti-corruption program and employee training got Ralph Lauren ahead of its resolutions and lowered their penalties. It was unclear what monetary value their bribe payments had.

✔️ Ensure your employees deeply understand your policies by translating them into different languages. Ralph Lauren took this step and greatly benefited in the case outcomes.

✔️ Ralph Lauren’s speedy response and decision for a policy rollout were rewarded with a lenient resolution. This sends a powerful message to regulators that you’re taking the issue seriously.

✔️ A tailored risk assessment is helpful. Set up a plan to spot audits and do compliance checks in foreign locations in a certain period. Ralph Lauren’s case is an early model for the corporate enforcement program.

✔️ The Ralph Lauren case jumpstarted the corporate enforcement policy. Their proactivity is the biggest takeaway for organizations to apply.

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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.

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Role of the Board of Compliance

Episode 02: Marchand (Blue Bell Ice Cream) with Tom Fox and Jonathan Marks

Understanding risk means understanding your business.

Tom Fox and Jonathan Marks discuss the Blue Bell Ice Cream case, what went wrong, the lessons that compliance officers and board members can learn and apply, suggest how to improve your business’s governance, and how to be wary of red flags.

▶️ Marchand (Blue Bell Ice Cream) with Tom Fox and Jonathan Marks

Key points discussed in the episode:

✔Tom Fox lays out the facts of the Blue Bell Ice Cream case.

✔Jonathan Marks emphasizes the importance of enterprise-wide risk management and identifying key risks by deeply understanding your business.

✔Members of boards and committees should be carefully considered, must be conscious of the laws and regulations, and proactively ask questions to ensure safe products and services.

✔Jonathan Marks shares his opinions on the court verdict on Blue Bell’s CEO Paul Kruse’s responsibility for the listeria outbreak.

✔ Jonathan Marks highlights the gravity of disclosing red flags earlier so they can be corrected, preventing further damage, and continuing enterprise risk management programs, taking the shame out of it.

✔Tom Fox presents what the Delaware Supreme Court said about the case.

✔When safety issues arise, assess the situation quickly and communicate it among those responsible. Be prepared and have a crisis management plan in place if there isn’t any. 

✔Risk drives compliance. Ensure the board is informed. Risk assessment is the foundation of any compliance program.

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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.

 

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The Corruption Files

Episode 11: Parker’s Offshore Oil Drilling with Tom Fox and Michael DeBernardis

There’s no such thing as low risk or no risk.

Crafting a web of bribery with a corrupt law firm, a Nigerian fixer, and Panalpina’s hand landed Parker Drilling in hot waters. Tune in as Tom Fox and Michael DeBernardis explore the facts of the Parker Drilling case, why overestimating risk is always for the better, how proper conduct impacts sentencing, and why having the right people can impact outcomes.

▶️ Parker’s Offshore Oil Drilling with Tom Fox and Michael DeBernardis

Key points discussed in the episode:

✔️ Tom Fox lays out the basics of the Parker bribery case.

✔️Michael DeBernardis explains the points on the Nigerian agent’s efforts, bribery for unfair business advantage, the lack of due diligence, and fake invoices.

✔️ Tom Fox points out Sarbanes-Oxley as the main driver of compliance, the power of internal controls, the blurry calculations of discounts on the final sentencing, and the impact of Dan Chapman.

✔️ Michael DeBernardis highlights how the FCPA system maintains sentencing consistency but still has room for tightening and the nuances of every bribery case.

✔️Tom Fox underscores the importance of good conduct for the credit and an unanswered question. Michael DeBernardis reaffirms why having the right people in place is beneficial.

✔️ Tom Fox and Michael DeBernardis leave their final thoughts on the case: Have a second set of eyes on dubious wire transfers. Rethink how risk analysis is done. Focus on what you’re doing every step of the way.

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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.

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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.

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The Corruption Files

Episode 10: The Goldman Sachs Corruption Case with Tom Fox and Michael DeBernardis

Risk is never static but dynamic.

The Goldman Sachs case has proven that playing with fire will always get you burned. Listen in as Tom Fox, and Michael DeBernardis dissect the rights and wrongs of the situation, why probing deeper into red flags is a must, the importance of setting off preventative controls right away, and why companies should publicly show their general policy statement.

▶️ The Goldman Sachs Corruption Case with Tom Fox and Michael DeBernardis

Key points discussed in the episode:

✔️ Tom Fox gives a brief background on the Goldman Sachs case.

✔️ Michael DeBernardis explains the successes and failures in compliance.

✔️ Tom Fox points out the suspicious timing of bond offerings, the significant risk involved, and why organizations should trust but verify, considering the visibility within the organizational structure.

✔️ Michael DeBernardis emphasizes why preventative controls like electronic surveillance should be implemented right away and how the Goldman Sachs case proves that improving your company structure is vital.

✔️ Tom Fox and Michael DeBernardis talk about the Monaco Memo and how the Goldman Sachs case perfectly applies the implementation of clawbacks.

✔️ Michael DeBernardis encourages companies to publish their general policy statement to prevent future problems.

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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.

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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.