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FCPA Compliance Report

Tom Fox has practiced law in Houston for 30 years and now brings you the FCPA Compliance and Ethics Report. Learn the latest in anti-corruption and anti-bribery compliance and international transaction issues, as well as business solutions to compliance problems.
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Now displaying: Category: board of directors
Sep 7, 2017

In this episode, I visit with Rakhi Kumar, the Managing Director, Head of ESG Investing and Asset Stewardship for State Street Global Advisors (SSGA) on the firm’s recent white paper entitled, “SSGA’s Perspective On Effective Climate Change Disclosure”. While the white paper focused more specifically on climate impact and climate risk to businesses in the energy and mineral extractive industry, it set out a protocol which every Board of Directors can use for a wide variety of risks, including compliance risk.

We consider the purpose & methodology of SSGA’s white paper. We take a deep dive into the four areas of how a Board can better position climate change risk:

  1. Governance and board oversight of climate risk
  2. Establishing and disclosing long-term GHG goals
  3. Disclosing information on carbon price assumptions
  4. Discussing impacts of scenario planning on tong-term capital allocation impact

We then consider the SSGA approach in the context of a broader risk management process through the exploration of such issues as

  1. How broadly do climate related changes impact businesses?
  2. How should businesses prepare for disruption due to climate change or climate impact?
  3. Is there a business opportunity for companies which engage in strategic risk management around climate change?
Aug 24, 2017

In this episode, I visit with Joe Oringel, co-founder of Visual Risk IQ, a data analytics and visualization company. They have developed a manner not only extract data but present it in a way that is very interesting very useful and very informative for a very variety of stakeholders, including Boards of Directors. He's made presentations to boards. Joe is formally trained in internal audit and he has worked with and in a wide variety of corporate positions which have allowed him to gain some very good insight into what types of information a Board of Director’s needs. We discuss the types of information that can lend itself to visualization what a Board of Directors would want, what the Board of Directors should ask for and finally what a Board of Directors would want in a dashboard of information so that it can facilitate an unstructured dialog by the Board and reporting executive.

Check out more about Joe Oringel and Visual Risk IQ by clicking here.

Aug 17, 2017

In this episode, I explore why Wells Fargo needs a true compliance expert on its Board of Directors. The Wells Fargo Board needs someone with compliance expertise to oversee of the role of the Chief Compliance Officer (CCO) and the bank’s compliance function which clearly was not up to the task of preventing illegal or even unethical conduct. With Board oversight of compliance, the senior executives provide the Board with a certain level of information and reporting which is an outcome of how senior management and the C-Suite has defined the compliance risk appetite.

My plea to the company is to hire someone with direct compliance experience for this final seat on the Board of Directors. While some Directors has experience in the regulatory world is very different from experience in the compliance realm which focuses on the mission, vision and values of a corporation through the tripartite process of prevent, detect and remediate. In addition to getting its regulatory house in order, Wells Fargo has one very large culture problem which needs compliance expertise. Even for a former Bank president, the issue of compliance is at the absolute forefront of Wells Fargo’s miasma.

Wells Fargo needs a true compliance expert on its Board of Directors.

Aug 8, 2017

Sheila Hooda is an independent director, advisor to CEOs, former C-level operating executive with 30+ years of global experience. She has provided strategic direction, driven growth and transformed Fortune 500 firms.

Ms. Hooda is CEO of Alpha Advisory Partners and serves on the boards of Mutual of Omaha Insurance Company and Virtus Investment Partners. She is a thought leader and regular contributor and speaker on governance, strategy and leadership.

Prior to her board service, Ms. Hooda has held senior operating roles at TIAA, Credit Suisse Investment Bank, Thomson Reuters and McKinsey & Co., across the US, Europe and Asia/India. Ms. Hooda is a lifetime member of the Council on Foreign Relations and also serves on boards focusing on Education, Women’s Empowerment and Global Policy.

In this episode we discuss the key role Board of Directors around oversight of strategy. She discusses her views on the Board’s role in working with senior mgmt strategy. We then consider risk as a key compoenet of strategy and the Board’s role in assessing risk as it intersects with strategy. We then turn to the stpe in the risk management process of (1) forecasting, (2) risk assessment and (3) risk based monitoring and the Board’s role in this process. We also discuss the types of information a senior executive should present to a Board around stratetgic risk and what types of training should a Board member received on risk, risk management and strategic risk.

Aug 3, 2017

In this inaugural podcast of Across the Board, I consider the Holder Report to the Uber Board of Directors, which led to the resignation of CEO Travis Kalanick. In June, the law firm of Covington & Burling LLP (Covington), released its long-awaited report (Report) to the Special Committee of the Board of Directors of Uber Technologies, Inc. (Uber). It is truly one of the most unique corporate documents you will ever see. The Report was commissioned after Susan Fowler, a former engineer at Uber, published a blog post detailing allegations of harassment, discrimination, and retaliation during her employment at Uber, and the ineffectiveness of the company’s then-existing policies and procedures. The next day, Uber retained Covington. This podcast discusses the Holder Report and the role of the Uber Board. 

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