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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FCPA Compliance Report




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Now displaying: Category: board of directors
Nov 2, 2017

In this episode, I visit Stuart Levine, one of the country’s leaders on effective Boards of Directors. Levine Chairman of the Board and CEO of STUART LEVINE & ASSOCIATES. Mr. Levine has significant board and executive leadership experience across multiple disciplines including financial services, technology and healthcare specializing in strategy, large-scale change management, leadership development, strategic communication, board governance and customer focus.

We focus on Board optimization and try to answer the question of why your Board is not optimized. We consider what is an optimized board and are you serving on one?  Levine explains the key factors contributing to an optimized board are boards are a strong culture, focus on ensuring company strategy and succession planning and have engaged directors who are prepared for all meetings. Unfortunately, these four factors aren’t easily achieved and require strong leadership from the CEO and dedication from all the directors. 

We consider the recent NACD report communicate on Board culture and how can a Board optimize its culture and collaboration. Explains how tone at the top and a company’s culture truly starts with the Board. Finally, we consider why Boards become operational and look backward instead of focusing on strategy and how to they correct this. 

For more on Stuart Levine and his firm, click here

For more information on Board Optimization see Levine’s article in Why Your Board Isn’t Optimized

Oct 19, 2017

In this episode, I visit with branding expert Linda Justice. We discuss the role of a Board of Directors in corporate branding. We discuss ‘what is branding?’ 

  • Perception of a company?
  • The customer experience?
  • The stakeholders’ experience?
  • Investors experience?
  • Employees experience?
  • Is it found in print, advertising, word of mouth?
  • Or is it LIVE—as in Twitter, Customers complaining or praising in real time? 

Linda explains how branding is all of these things. She explains why a Board should care about branding as it helps to grow the company and protects (or harms) the company’s reputation. She also explains how With a STRONG BOARD and a STRONG ETHICAL BACKBONE and CULTURE, this enhances branding for Customers, Employees and other stakeholders. Justice also relates that a company grows on the strength of its employees and on customers buying their products and services and concludes on the note that ethics must be part of the brand to sustain and grow both.

Oct 12, 2017

In this episode I visit with data and IT security expert Brad Davis, CEO of EverSolve, a company specializing in data security. We discuss the role of the Board of Director's in data and IT security in both oversight and going into the weeds. We consider how the corporate head of IT and security can educate their Board on their role in this burgeoning field. Finally, we consider how a Board should respond when the inevitable IT or security breach occurs.

Check out EverSolve by clicking here

Brad Davis can be reached at

Sep 28, 2017

Today, I visit with noted fraud examiner, Jonathan Marks, a partner at Marcum LLP on the relationship of the internal auditor, fraud good governance and board governance. Marks began by noting that an organization which has in place a strategically integrated governance risk management structure at the Board level has an ethical and operational backbone against which an entire business can be managed. While doing significant fraud investigations he has found that when one considers the governance, it often has a key role in the overall determination. He went on to note that corporate government is the systems and processes and organization has in place to protect the interests of the first diverse stakeholder group. Good corporate governance consists of the Board of Directors, its committees managing the legal and regulatory environment where business practices intersect all around transparently monitoring enterprise risk management. 

The Board has a key role in any organization helping determine their risk profile through its oversight of management. He believes it is the Board which has ultimate responsibility of risk parameters and setting the risk profile. Moreover, from an oversight perspective the Board should be ensuring that management is not doing things which put the organization at risk. Marks stated, “We all know from the various frauds that have already occurred and have been in the newspapers and in the public eye are looked at from a siloed perspective and not looked at in the aggregate.” 

A Board should ensure that management does not overstep its boundaries when management is looking at certain transactions. It is important the Board take an active role. They need to ensure that management is doing risk assessments on a regular basis. If one considers the Hewlett-Packard acquisition of Autonomy to see how the Board failed in its oversight role in the merger context by not asking the right questions or seeking enough relevant information from the CEO. More recently is the Telia FCPA enforcement action, where the Board allowed senior management, literally right up to the CEO, engage in bribery and corruption to do business in Uzbekistan. 

Marks emphasized the Board’s role should be looking “at this from a fresh set of eyes and really understanding what the risks of the organization might be to help the organization better manage their risks. And the other thing the board can do is ensure that management is constantly thinking about the ways that things can actually go wrong.” This is critical when considering internal controls around fraud or even financial reporting and disclosure required under SOX.

One of the most asked questions is how much information should a fraud examiner or other provide to a Board. Marks considered it from another perspective saying, “I'm less concerned about the quantity I'm more concerned about the quality of information. For me, it is about getting the right information to the Board. A Board book filled with white noise does the Board no good. You would hope that it would not be the case but it often is.” He believes the key is to put together information that is almost surgical in approach, with very detailed information allowing Board members to assess for themselves. 

It is all about good communication. From an information perspective, Marks would provide the Board the information it needs to properly assess the risk of the business. This should lead to a dialogue with them. The Board should be actively engaged and ideally would have questions back to the fraud examiner. Marks emphasized that communication includes feedback you know so you know they have not only reviewed but thought about the information you have presented.  

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.