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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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Sep 17, 2018

Over this podcast series I visit with Peter Johns, Chief Marketing Officer, and Rebecca Turco, Vice President of Learning, both at SAI Global, the sponsor of this podcast series. In the series we discuss the changes in ethics and compliance (E&C) learning and how a more technology-based learning solution can help move your company to a more effective and more operationalized best practices compliance program. In Part II, I visit with Rebecca Turco on the shifting compliance mindset.

One of the most interesting things about the E&C marketplace is that all parties involved contribute to this evolution. From the regulators or prosecutors to companies and their compliance personnel and programs, to product and service providers in the marketplace. Everyone has contributed to this evolution and will continue to do so going forward. Turco noted that it has evolved far beyond “providing compliance content and checking the box”. It is significant that compliance is now part of the culture of a company. “The trends that we’re seeing really around how our company’s embedd compliance and culture in their organization.”

Turco said that compliance training now is around changing employee behavior. This has led to consideration of the effectiveness of training and analytics around it. Turco has seen a “shift from 30 to 40 minutes of training to targeted training and targeted pieces of content. Companies want to be able to make sure their employees are valued in terms of the time they are spending on compliance training.” They not only want to measure compliance training effectiveness to show that the program is working but also to show risk areas that could present an issue(s) for companies going forward and warrant greater attention.  

The targeted nature of training means tying training to the overall business process. So how does your compliance training help an employee do business more efficiently and, at the end of the day, more profitably? Are both goals appended onto and embedded into compliance training? This is one of the goals the Department of Justice (DOJ) included in its requirements for effective compliance training. It is getting away from death by a PowerPoint slide deck or Xerox copy to have compliance training which is much more engaging. Indeed, companies want more focused and targeted training for the risk that people are engaging in and the risks people have out in the real world.

It is interesting to observe the spectrum of the players in the compliance space and how each player has a specific role in driving compliance forward. The DOJ began the dialogue about effectiveness of compliance training in the General Cable Technologies Corporation Foreign Corrupt Practices Act (FCPA) enforcement action. The DOJ then added the mandate for targeted training in its Evaluation of Corporate Compliance Programs (Evaluation) in 2017. That was really the first time they had said in a policy statement that they wanted to see not only that you have effective training but targeted training as well.

I asked Turco how, as a learning professional, a company can begin to measure compliance training effectiveness? Turco said, “the key to any learning objective is being able to understand its concepts and understand how it applies to you and then it’s daily, weekly or monthly repetition. It’s not a one and done.” This means that when thinking about compliance training effectiveness you should “begin with a high-level offering that talks about kind of risks in the business. The next step is to have the learner understand what it means to them.” Effectiveness most probably will not occur the first time they take the course. Turco was emphatic that it is not “a one and done.”

Real world working environments are complex. This leads to training which impacts learners in a way that allows them “to understand what the risk is, they need to understand what to do if presented with that risk, where to go, how to report if necessary, and then they also, over time, need to understand how that risk presents itself in their job.” This means you must consider effectiveness and you have to follow up with some type of reminder about that training. Such continued training could occur through infusion in conversations with middle managers, messages from your company’s Chief Executive Officer (CEO). Such continued messaging helps to create a culture of compliance within your organization and re-emphasize that “compliance is not a one stop event.”

Turco then tied the targeted concept to this effectiveness component. She said that in providing scenarios of business risk and how employees react or respond, you begin to build a database of analytics and information. With this data you can start “to measure where people are, where people really feel what they think, what they understand.” This data can give you a roadmap to begin to drive your compliance program year after year. You can take the data so you will better understand where your learners are and then help them along that journey.” Obviously, this means that not everyone gets the same training. “It means that we are going to make sure that we’re helping you teach that employee what they need to know, understand how those risks present themselves. And then continue to train and remind them of how that may come up and in their daily job in life. So it’s a measurement over time with effective questioning and targeted content.”

The role of compliance training continues to evolve. The regulators, in the form of the DOJ, have articulated a requirement for both effective and targeted training. Companies have responded by seeking ways to help their employees more effectively identify and then manage risks. But it is not a one-time event or one-way street. Effective compliance training is a continuing dialogue which allows organizations build their reputational brands.

Sep 17, 2018

Over this series I am visiting with Peter Johns, Chief Marketing Officer, and Rebecca Turco, Vice President of Learning, both at SAI Global, the sponsor of this podcast series. In the series we are discussing the changes in ethics and compliance (E&C) learning and how a more technology-based learning solution can help move your company to a more effective and more operationalized best practices compliance program. In Part III, I speak with Rebecca Turco on the new SAI Global training solution at EthicsAnywhere.

EthicsAnywhere is SAI Global’s new training E&C solution. The solution began with an internal conversation at SAI Global and then moved to an extended conversation with their customer base. The idea that somewhere a new hire is spending their first day sitting through two hours of mandatory compliance training and one of their colleagues needs to complete a time sensitive course but they are traveling to meetings all week, and their manager is trying to figure out who has or has not finished their training yet, and a Chief Compliance Officer (CEO) is in the midst of planning their next launch of content without fully understanding how effective their previous efforts have been. How can you provide a training solution to meet these needs but meets the Department of Justice (DOJ) requirements that it be both effective and targeted?

For the new employee going through the compliance training, there is no context around it. You have managers who say, I need you to do the training and I need you to complete it because I am measured on that for my compensation. Yet in such a situation you might not be starting the training off on the right foot. One of the ideas behind EthicsAnywhere is that we live in a world where content is consumed and people make decisions if they agree with a piece of content or disagree within seven seconds of starting. If they are not engaged by that time, they will usually not pay attention anymore. EthicsAnywhere is designed to be engaging, literally grabbing the attention of the employee right out of the box.

Turco emphasized that we all know that millennials and centennials spend a lot of time on their phones, but the reality is that according to the Pew Research Center, every demographic of people in your company today spend more time online on their phones than their computers. So, when regulators ask if your training is in the ‘form appropriate for the intended audience’, we’d argue that a computer is no longer the appropriate form for the intended audience, and not offering training on mobile devices in the appropriate languages could actually pose a problem from an employee and regulatory perspective.”

This insight into the use of technology by millennials and centennials informed how the EthicsAnywhere compliance training solution should not only work but how its delivered. That delivery is as easy as opening up an application on their cell phone. This technological innovation removes barriers to compliance training and more fully engages the audience. Compliance programs have shifted to use better technology to make it easier for people to access content information which improves not only the effectiveness of the training but also the experience.

But there is a second innovative part to the EthicsAnywhere and that is the content. It is designed to “make sure that we have content that we can serve up to learners anywhere, literally anytime, whether they’re out on the road, in a sales meeting where they are accessing from it from their phone, if whether they are sitting in their workspace on their computer.”

The idea for EthicsAnywhere is to “provide meaningful solutions to our clients and our partners. This means relevant, meaningful content using all the delivery mechanisms of technology that exists today. The next step is to make this ethics and compliance learning program tailored and relevant for not only each company but also for each learner. For the learner, this means making sure that we are meeting them where they are and giving them what they need. It is being able to review your ethics and compliance training wherever you are and make it as simple as possible for you to get into an access information.” Turco explained that millennials and centennials  want to receive their training on their cell phones and they want it to look like any other piece of content that are looking at today. In short there should not be any entry barriers to receive the training.

One final thing about millennials which is extraordinarily positive, is that they seem to be very values driven and they are very focused on culture to drive the value base. They are very focused on a what companies do and what the reputation is in the workplace and in the marketplace. If a company has a misstep or makes a mistake, they expect a remedy. All of this tied into Turco’ final point about EthicsAnywhere, which is that it “is a modern approach to learning. It is responsive on any device, customizable for any organization, targeted to any user, available in any location, and translated in any language, so your employees can consume content at any time and prepare for any risk, and you can collect data to measure any goal your ethics and compliance program may have.”

.

Sep 17, 2018

Over this series I have been visiting with Peter Johns, Chief Marketing Officer, and Rebecca Turco, Vice President of Learning, both at SAI Global, the sponsor of this podcast series. We are discussing the changes in ethics and compliance learning (E&C) and how a more technology-based learning solution can help move your company to a more effective and more operationalized best practices compliance program. In Part IV, I visit with Rebecca Turco on the current trends she is seeing in culture, ethics and compliance (E&C) and where it all may be headed.

We began the discussion with adaptive learning, which is more of a personalization way to learn. It is key for the compliance ethics discipline because adaptive learning “really looks at how do we differentiate the content for the learners? How do we start to serve up content that’s relevant based on role or region? How do we help learners?” Adaptive learning is designed to focus on “making sure the learners are getting the content and relevant information that they need within any piece of content. It begins with asking questions about where they work and whether they interact with government officials. From there, it moves to serve up content to the employee which is meaningful, that helps them start to see what risks are in their area. It also allows content designers to be able to give them a personalization to the training experience that is more meaningful than just kind of a one size fits all.”

Another key usefulness of this approach is that it does not reinvent training for employees who do not need it. This comes from “giving people credit for understanding risks, giving them the ability to kind of test out, by asking them a series of questions and if they know the answers, they may know what their risks are and they can move to a level at which they do not know the answers. You do not need to train employees in areas where they have demonstrated competency. This gives companies the opportunities to really think about their program and differentiate the ethics and compliance training of their compliance program.” Turco concluded, “in the world today, people are looking for compliance training that is as short and sweet as possible, getting to the relevant pieces of information.”

Another innovation in E&C learning has been around the concept of branching. Turco explained this is building out different scenarios. She provided an example of training about “a security breach. Things happen on a video and the learner is watching them unfold. By using adaptive technology you can require the learner to pick out the hotspot where they would see a risk or something being violated. From there the video would branch off into different scenarios based on what you decide because that’s real life. It is not the first decision that causes an ethical breach or a security breach. It’s for decisions down the road. That’s the hard part in training to get right because it is not always just as black and white as is the conflict of interest might lie.”

We next turned to the area of the effectiveness of compliance training, which, Turco said, “is the key story for compliance”. Interestingly, Turco said the first question asked is about the content of the training, not the data around this issue. She explained, “you can collect as much data as you want for any, any reason but if the content you are writing and designing for the training is not meaningful, then the data you’re getting isn’t meaningful.” (as fine a definition of GIGO as I have ever heard.) She said that a company must really think about data and how to use it to make your program smarter and to make you understand where the risks are in your organization.

Effectiveness then starts with building content with thought provoking questions in the presentation. This leads to scenarios which ask the learner, “what do you think?” From there you can begin collecting the data from their responses and start to analyze it on the back end. This can give you trends about whether there is a disconnect in your written Code of Conduct, policies and procedures and how business is operationalized in the field.  With this data, an organization can start to target campaigns to that team around that risk area identified. Turco pointed to one example where a company was able to demonstrate through this approach a training competency and effectiveness increase from 20% to 80% in one year.

Your goal should be that the needle is moving and your organization is providing employees the tools in order to make sure they have the knowledge and the competency to not only pass that assessment but also understand those risks in the business. This is far beyond the “check the box” method of training. With the speed of current day corporate decision making in the field and the pressure your sales teams are under to meet goals, timelines and deadlines; you need to provide training to meet these business realities. Once you understand that, then you can start to understand how to provide your employees effective training.

Turco concluded by noting that your training should aid in the decision-making process when the teams are under pressure; whether that be sales pressure, pressure due to a high-risk region or other. Turco said, “How do you make sure that when they’re under that pressure, they will know exactly what to do?” The data collected from the training process can help identify risks, provide the opportunity to help employees understand more and drive training or campaigning around risks.

Sep 17, 2018

Over this podcast series I have been visiting with Paul Johns, Chief Marketing Officer, and Rebecca Turco, Vice President of Learning, both at SAI Global, the sponsor of this podcast series. We have been discussing the changes in ethics and compliance (E&C) learning and how a more technology-based learning solution can help move your company to a more effective and  more operationalized best practices compliance program. In this final episode, I visit with Paul Johns on the need for an integrated approach to risk management.

One of the primary reasons why an integrated approach to risk management is mandatory in today’s business environment is the increasing amount and complexity of risk which every company and, indeed, every Chief Compliance Officer (CCO) face. Moreover, social media has amplified every action and reaction both in terms of signal strength and speed of dissemination and communication. New risks include the parties you are working with down the line to 3rd, 4thand 5thlevel suppliers and sales representatives. Obviously cyber risks are greatly increased as well. From consumers or customers, however, the calculation is strikingly simple - did your company do the right thing?

It is only through an integrated risk management strategy that you can being to prepare your company to do business in the modern world. Such a strategy includes (1) forecasting, (2) risk assessment, (3) risk-based monitoring and (4) feedback of information gleaned from your monitoring into your risk strategy going forward. Yet it is more than the risk management process; it is using each part of your compliance program to develop information which can make your overall risk management strategy more robust.

While this five-part series has focused largely on compliance and ethics training, consider how an integrated approach to risk management works even with training. As Turco noted regarding adaptive learning, it is designed to focus on “making sure the learners are getting the content and relevant information that they need within any piece of content. It begins with asking questions about where they work and whether they interact with government officials. From there, it moves to serve up content to the employee which is meaningful, that helps them start to see what risks are in their area.” By asking questions to deliver an appropriate training solution, you begin to develop information about the state of your compliance program. If you are weak in some areas, you may wish to engage in remediation. If you strong in other areas, you can use those employees as Compliance Ambassadors within your organization to be a redource to other employees.

Johns tied this concept to your overall risk management strategy by noting it is only as strong as the weakest link. In the area of compliance training, this means if you have a high employee turnover, as is common in retail companies, your annual Code of Conduct training may not be sufficient to catch all employees every year. Moreover, if such training is run out of Human Resources (HR), the compliance function and hence senior management and the Board of Directors may not even be aware of this gap. But you may not even be aware of this gap unless you ask questions or consider what the data is telling you.

Some other questions Johns posed in the context of an integrated risk management strategy are if your company moves to a new geographic region or opens a new sales line, have all of your policies and procedures been updated to reflect this change in your risk profile? Has anyone considered such a move from the risk perspective? Are you even assessing such risks before product implementation or change in sales strategy? From the Board and Chief Executive Officer (CEO) perspective, have they been presented with an integrated risk report from which they can even begin to assess the risk in front of them? Your sales model will directly impact your risk under anti-corruption laws such as the Foreign Corrupt Practices Act (FCPA). Third-party risks are still the highest risks under the FCPA. However, an employee-based sales strategy also presents risks, albeit a different set of risks. (Consider GSK in China.)

Another interesting reflection from Johns was that with the more flexible nature of a workforce, including those on flex time, working from home, working during a commute and those who are essentially on 24-hour call; these innovations in working conditions demand an innovation in ways that training and ongoing communications are delivered. This means a company should have a mobile platform for learning and communication that can deliver its messages to employees when and how they want (and need) to consume it. This also ties into questions about not only content but the technology you use to deliver that content. When was the last time you considered the technology you are using in terms of the best manner to deliver the appropriate content?

Johns concluded with quite an interesting observation on the role of compliance and risk management. It is to become the new Praetorian Guards, which is to say put a ring around the senior executives to protect them. (Note - I am a fan of the Alamo analogy articulated by Chuck Duross but then again, all the defenders at the Alamo died.) He also alluded to the offensive nature of the Praetorian Guard. This also ties more closely into how a more fully operationalized compliance program makes a business run more efficiently and at the end of the day, more profitably.

Sep 16, 2018

In this episode, I visit with podcast favorite Matt Ellis, a member at Miller & Chevalier on the firm’s always excellent FCPA Summer Review 2018. The first half of 2018 has brought some very interesting FCPA enforcement actions, packed with lots of information for the compliance practitioner. We unpack the key enforcement actions, international developments and some key statistics. Some of the discussion highlights include: 

  • D&B-how to garner a full declination;
  • Panasonic Avionics-need for robust ongoing monitoring of third parties. Not simply a one-time look.
  • Society General-as bad as this case was, yet the company still got a discount.
  • Legg Mason-parent liable for the actions of its agent.
  • Credit Suisse-check out your hiring policies.

To download a copy of Miller & Chevalier’s FCPA Summer Review 2018, click here.

Sep 14, 2018

As Hurricane Florence has made landfall onto the Carolinas and beyond, Hurricane Issac is hurtling towards the Gulf of Mexico and Storm X is taking aim at Texas, Tom and Jay are back with a look at some of the week’s top compliance and ethics stories.

  1. United Technologies settles a FCPA enforcement action with the SEC. Harry Cassin reports in the FCPA Blog. Tom explains its significance in the context of Brighton Rock on the FCPA Compliance and Ethics Blog.
  2. A Goldman partner uses the company hotline. What happened next and would any Goldman employee ever use it again? See article by Emily Flitter, Kate Kelly and David Enrich in the NYT.
  3. Les Moonves proves once again that it's the cover up that gets you, not the original crime as the CBS CEO goes down for lying to the CBS Board. James Steward reports in the NYT.
  4. What does GDPR mean for blockchain? Conversely what does Blockchain mean for GDPR? Vera Cherepanova explores in a two piece blog post on the FCPA Blog. Part Iand Part II. For a more positive outlook on blockchain, on this week’s Innovation in Compliance, Tom interviews EY’s Paul Brody and Alex Perry on the power of blockchain.
  5. SFO wins huge document production matter against KBR. Christine Braamskamp and Kelly Hagedorn write about the case in NYU’s Compliance and Enforcement Blog.
  6. Unarmed black man shot and killed in his own home by white Dallas police officer. What was PwC's’s response? Matt Kelly considers in Radical Compliance.
  7. Matthew Stephenson asks if Hoskins was correctly decided and conclude it probably was not. In the Global Anti-Corruption Blog.
  8. Leila Szwarc on why organizations need a global compliance framework. In Corporate Compliance Insights.
  9. Want the top compliance training from the guy who wrote the book on compliance? Tom will put on a Compliance Master Class in Boston, September 25 & 26, hosted by Affiliated Monitors. Registration and information, click here.
  10. Want a 50% discount to one of the top compliance conferences around? Join Tom and AMI’s Eric Feldman at CONVERGE18 in Denver on October 9-11. I hope you can join me at the event. For information on the event, click here. As an extra benefit to fans of This Week in FCPA, CONVERGE18 is offering a 50% discount off the registration. Enter discount code TOMFOXVIP.
  11. In this week’s podcast series I internview Don Stern, Eric Feldman and Rod Grandon on the role if an independent monitor in assessing ethics and compliance in the M&A context. Part 1-the whys, whats and hows; Part 2-the impact of M&A on both parties; Part 3-what’s the plan; Part 4-oversight of merged entities; and Part 5-how the M&A process benefits from an independent monitor.

For more information on how an independent monitor can help improve your company’s ethics and compliance program, visit our sponsor Affiliated Monitors at www.affiliatedmonitors.com.

Sep 13, 2018

Welcome to the only roundtable podcast in compliance. Inspired by our UK colleague, Jonathan Armstrong who inquired if we could explore the guilty plea of Michael Cohen and the guilty verdict against Paul Manafort, we dedicate the next two episodes to issues surrounding, raised by or related to these two events. In this episode we have commentary by Jay Rosen and Jonathan Armstrong (last week was Mike Volkov and Matt Kelly). After the commentary we follow with rants. 

  1. Jay Rosen-begins with the Tom Fox mantra of Document Document Document to consider the use of documents in both cases. The Cohen case was built on the paper trail. He explains how prosecutors used it to uncover the fraud and why companies must properly record documents. Jay gives a shout out to John McCain for his services to our country. 
  1. Jonathan Armstrong-There is much discussion in the US about whether prosecutors should or even can investigate the President, his team and family for their actions. He uses this as a jumping off point to consider if a UK PM and his team engaged in such blatant corruption, would UK prosecutors have the ability to engage in such investigations? What is the relationship of the CPS & SFO to the party in power for criminal investigations? Armstrong rants on curse of the enthusiastic amateur. 

The members of the Everything Compliance panelist are:

  • Jay Rosen– Jay is Vice President, Business Development Corporate Monitoring at Affiliated Monitors. Rosen can be reached at JRosen@affiliatedmonitors.com
  • Mike Volkov– One of the top FCPA commentators and practitioners around and the Chief Executive Officer of The Volkov Law Group, LLC. Volkov can be reached at mvolkov@volkovlawgroup.com.
  • Matt Kelly– Founder and CEO of Radical Compliance. Kelly can be reached at mkelly@radicalcompliance.com
  • Jonathan Armstrong– Rounding out the panel is our UK colleague, who is an experienced lawyer with Cordery in London. Armstrong can be reached at armstrong@corderycompliance.com 

The host and producer (and sometime panelist) of Everything Compliance is Tom Fox the Compliance Evangelist.

Sep 13, 2018

In this episode of the CONGERGE18 Preview Podcasts series, I visit with Keturah Pestel, Program Manager, Business Ethic and Legal Support Office at Thrivent. We discuss her company’s innovative use of internal reporting. Some of the issues we tackle in this podcast are: 

  • Why internal reporting is more than simply whistleblowing?
  • What types of data can you interpret from internal reporting?
  • By using data from internal reporting to upgrade your compliance program you engage in continuous improvement. 

In what is fast becoming one of the top ethics and compliance conferences around, I hope you can join me at CONVERGE18, hosted by Convercent. (I perform consulting work for Convercent.) This year’s event will be October 8-11 at the Omni in Bloomfield, Colorado. The line-up of this year’s event is simply first rate with some of the top ethics and compliance practitioners around. 

I hope you can join me at the event. For information on the event, click here. As an extra benefit to readers of this blog, CONVERGE18 is offering a 50% discount off the registration price. Enter discount code TOMFOXVIP. 

CONVERGE18 is a production of Convercent, which is the sponsor of this podcast series.

Sep 12, 2018

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. In this episode, Matt Kelly and I take a very deep dive into the recent SEC whistleblower award of $54MM to two separate individuals.   

Some of the highlights from this podcast are:

  1. What does all this mean for the new proposed SEC whistleblower award basis revisions under consideration?
  2. Apparently there is flexibility in the standards for whistleblower awards.
  3. More information on requirement waivers would assist corporations and compliance practitioners. 

We unpack of all these points and consider strategies going forward. 

For more reading: see Matt’s piece $54M SEC Whistleblower Award

Sep 11, 2018

In this episode of the CONGERGE18 Preview Podcasts series, I visit with Sheryl Zaworski, VP, Director of Global Ethics Escalation, Investigation and Analytics at U.S. Bank. We discuss the the data project at US Bank. Some of the issues we tackle in this podcast are: 

  • What kind of KPIs demonstrate engagement?
  • How to use KPIs to break down departmental silos?
  • Why KPIs are key to demonstrating ROI in compliance?

In what is fast becoming one of the top ethics and compliance conferences around, I hope you can join me at CONVERGE18, hosted by Convercent. This year’s event will be October 8-11 at the Omni in Bloomfield, Colorado. The line-up of this year’s event is simply first rate with some of the top ethics and compliance practitioners around. 

I hope you can join me at the event. For information on the event, click here. As an extra benefit to readers of this blog, CONVERGE18 is offering a 50% discount off the registration price. Enter discount code TOMFOXVIP. 

CONVERGE18 is a production of Convercent, which is the sponsor of this podcast series.

Sep 10, 2018

Over this series, I have visited with Eric Feldman, Senior Vice President, Don Stern, Managing Director of Corporate Monitoring & Consulting Services, and Rod Grandon, Managing Director of Government Services, from Affiliated Monitors, Inc., (AMI) who is the sponsor of this series. In it, we explore how to go about assessing ethics and compliance in the mergers and acquisition (M&A) context. In this fifth and concluding episode I visit with Stern to tie together how an independent integrity monitor can benefit the entire M&A process. 

In this episode we discuss:

  1. At what point in the M&A process would it be helpful for a company to arrange for an independent, third-party assessment of a company’s compliance and ethics program and ethical culture?
  2. What specific elements of the M&A would such an independent assessment review, and how?
  3. Can you provide some specific examples where an independent assessment may have helped mitigate ethical problems deriving from an M&A further down the road?
Sep 10, 2018

I have been visiting with Eric Feldman, Senior Vice President, Don Stern, Managing Director of Corporate Monitoring & Consulting Services, and Rod Grandon, Managing Director of Government Services, from Affiliated Monitors, Inc., (AMI) who is the sponsor of this series. In it, we explore how to go about assessing ethics and compliance in the mergers and acquisition (M&A) context. In this fourth episode I visit with Grandon about the types of things a monitor would review to determine if a company adequately considered ethics and compliance during the M&A process. 

In this episode we discuss:

  1. What kinds of things would a monitor review to determine if a company adequately considered ethics and compliance during the M&A process?
  2. What steps can a company take to ensure that the merger/acquisition goes smoothly and there are minimal conflicts?
  3. What are some of the warning signs of residual conflicts from an M&A that require attention?
Sep 10, 2018

Over this special five-part podcast series, I will visit with Eric Feldman, Senior Vice President, Don Stern,  Corporate and Rod Grandon, Managing Director Government Services; all from Affiliated Monitors, Inc., who is the sponsor of this series. In it, we explore how to go about assessing ethics and compliance in the mergers and acquisition context. In this third episode I visit with Feldman planning out your post-acquisition merger strategy. 

In this episode we discuss:

  1. What steps does a company need to take during an M&A to satisfy DOJ or any other governmental requirements relating to integration?
  2. What areas should be addressed in an integration plan?
  3. What kinds of problems would an integration plan hopefully help mitigate or avoid?
  4. Can you provide some examples where an integration plan would have helped avoid future ethical failures?
Sep 10, 2018

Over this series, I am visiting with Eric Feldman, Senior Vice President, Don Stern, Managing Director of Corporate Monitoring & Consulting Services, and Rod Grandon, Managing Director of Government Services, from Affiliated Monitors, Inc., (AMI) who is the sponsor of this series. In it, we explore how to go about assessing ethics and compliance in the mergers and acquisition (M&A) context. In this second episode I visit with Stern on the impact that M&A has on both the acquired entity and the acquirer. 

Some of the highlights include:

  1. What are the inherent risks of a merger/acquisition on the ethical culture of both companies?
  2. How can some of these risks be mitigated?
  3. Can you provide some examples where an M&A has either positively or negatively impacted the acquired company or the parent?
Sep 10, 2018

Over this series, I am visiting with Eric Feldman, Senior Vice President, Don Stern, Managing Director of Corporate Monitoring & Consulting Services, and Rod Grandon, Managing Director of Government Services, from Affiliated Monitors, Inc., (AMI) who is the sponsor of this series. In it, we explore how to go about assessing ethics and compliance in the mergers and acquisition (M&A) context. In this first episode I visit with Feldman on the why’s, what’s and how’s of an independent assessment of a target.

In this episode some of the key discussion points are:

  1. What kinds of things should companies look for when doing M&A due diligence?
  2. What questions should be asked to determine if there is a challenge with the corporate ethical culture of a target company?
  3. With often limited access and information in a confidential transaction, how is a company supposed to get the data it needs to determine the status of a company’s ethics and compliance program?
  4. Can you provide some examples where better due diligence might have changed the outcome where ethical failures subsequently occurred?

 

Sep 10, 2018

In this episode, I visit with podcast fan favorite Laura Perkins, a partner at Hughes, Hubbard and Reed. We discuss the recent 2ndCircuit Court of Appeals decision in the Hoskins matter. With Laura’s background as a former Justice Department prosecutor in the FCPA Unit, she brings a wealth of knowledge to what the decision may portend for the prosecution of FCPA cases going forward and how may impact corporate compliance programs as well. Some of the discussion highlights include: 

  1. Background to Hoskins case;
  2. Summary of facts of the case;
  3. Court holding;
  4. Implications for DOJ in prosecutions under the FCPA and other US laws; and
  5. Implications corporations doing business outside the US.

For a copy of the Hoskins opinion, click here

Sep 7, 2018

As the Houston Texans head to Boston for the NFL Season Opener and the Houston Astros head to Boston for a preview of the ALCS , Tom and Jay are back with a look at some of the week’s top compliance and ethics stories.

  1. Big pharma member Sanofi settles FCPA violations with $25MM penalty. Dick Cassin reports in the FCPA Blog. Sam Rubenfeld reports in the WSJ Risk and Compliance Journal.
  2. SEC lays out two large whistleblower awards. Matt Kelly details it on Radical Compliance. See SEC Press Release. See full SEC Order.
  3. Do you have a whistleblower triage system? Jonathan Marks explains what it is and why you need it on his Board and Fraud
  4. Three former senior executives from Telia, including the former CEO, go on trial in Sweden for paying bribes in Uzbekistan. See report in RadioFreeEurope.
  5. More thoughts and reactions on Hoskins. Matthew Stephenson weighs in on the Global AntiCorruption Blog. Jon Rusch explores what the decision did and didn’t say in Dipping Through Geometries. I explore on the FCPA Compliance Report with former DOJer Laura Perkins (releases Monday, Sept. 10)
  6. ING settles money-laundering violations with Dutch authorities for $900 million. SEC issues anti-piling on declination. Jaclyn Jaeger on the settlement in Compliance Week (sub req’d). Harry Cassin on the SEC declination in the FCPA Blog.
  7. UK High Court restores attorney/client privilege in internal investigations. See Gibson Dunn client alert. See full Court Opinion here.
  8. Anonymous reporting is viewed as critical in the world of anti-corruption compliance. What about in the world of politics? Tom, Jay and Matt debate the anonymous NYT Op-Edpiece detailing the insanity in the White House.
  9. How does FOIA apply to FCPA (and other) monitorships? See article in National Law Review.
  10. Want the top compliance training from the guy who wrote the book on compliance? Tom will put on a Compliance Master Class in Boston, September 25 & 26, hosted by Affiliated Monitors. Registration and information, click here.
  11. Want a 50% discount to one of the top compliance conferences around? Join Tom and AMI’s Eric Feldman at CONVERGE18 in Denver on October 9-11. I hope you can join me at the event. For information on the event, click here. As an extra benefit to fans of This Week in FCPA, CONVERGE18 is offering a 50% discount off the registrationEnter discount code TOMFOXVIP.
  12. The Astros magic number is 19 (Jay is far too traumatized to put one on the Red Sox) as they head up to Fenway Park for a three-game series which is a preview of the ALCS. In other news, the Texans head to Foxborough to continue their 0 for Brady streak.

For more information on how an independent monitor can help improve your company’s ethics and compliance program, visit our sponsor Affiliated Monitors at www.affiliatedmonitors.com.

Sep 6, 2018

Welcome to Everything Compliance, the only roundtable podcast in compliance. Inspired by our UK colleague, Jonathan Armstrong who inquired if we could explore the guilty plea of Michael Cohen and the guilty verdict against Paul Manafort, we dedicate the next two episodes to issues surrounding, raised by or related to these two events. In this episode we have Mike Volkov and Matt Kelly. Next week Jay Rosen and Jonathan Armstrong. After the commentary we follow with rants.

  1. Mike Volkov-from Cohen an explanation of how prosecutors build cases with witness flipping. From the Manafort trial, how do prosecutors use documents to tell a credible story when the prime prosecution witness is a slime ball like Rick Gates. Mike rants the absence of any class at the White House in their treatment of the death of John McCain.
  1. Matt Kelly-Trump has attacked Cohen for being a ‘rat’ and praised Manafort for keeping his mouth shut. Can you use this as an opening to explore what such a diatribe might mean for corporate whistleblowing, particularly in view of the new proposed SEC whistleblower rules. Matt rants against the scooter-share company Bird, which is invading and the retreating from communities without approval, apologies or so much as a by-your-leave.

The members of the Everything Compliance panelist are:

  • Jay Rosen– Jay is Vice President, Business Development Corporate Monitoring at Affiliated Monitors. Rosen can be reached at JRosen@affiliatedmonitors.com
  • Mike Volkov– One of the top FCPA commentators and practitioners around and the Chief Executive Officer of The Volkov Law Group, LLC. Volkov can be reached at mvolkov@volkovlawgroup.com.
  • Matt Kelly– Founder and CEO of Radical Compliance. Kelly can be reached at mkelly@radicalcompliance.com
  • Jonathan Armstrong– Rounding out the panel is our UK colleague, who is an experienced lawyer with Cordery in London. Armstrong can be reached at armstrong@corderycompliance.com

The host and producer (and sometime panelist) of Everything Compliance is Tom Fox the Compliance Evangelist.

Sep 5, 2018

In this episode of 12 O’Clock High, a podcast on business leadership, Richard Lummis and I continue to explore leadership lessons from GE. Today, we continue our exploration of the travails at GE, focusing on the mergers and acquisition strategy which led to the company’s problems. Some of the issues we consider are: 

  • How should management view M&A opportunities?
  • What support should you provide a newly acquired entity?
  • How can you facilitate cultural integration? 

Sources:

How Jeffrey Immelt’s ‘Success Theater’ Masked the Rot at GE

GE: A Total Leadership Failure

GE’s Fall Has Been Accelerated by Two Problems. Most Other Big Companies Face Them, Too

HBR Idea Cast-Learning from GE’s Stumbles

Sep 4, 2018

In this episode of the CONVERGE18 Preview Podcasts series, I visit with David Bunker, Compliance Officer at Vulcan Inc. We discuss managing the risk of conflicts of interest when employing workers in the GIG economy. Some of the issues we tackle in this podcast are:

  • Assessing and then managing your entity’s risks;
  • Why conflicts of interest are different in the GIG economy;
  • What tools can you use to manage risk, which may lie outside a compliance function; and
  • How compliance can partner with other corporate functions for greater efficiencies.

In what is fast becoming one of the top ethics and compliance conferences around, I hope you can join me at CONVERGE18, hosted by Convercent. (I perform consulting work for Convercent.) This year’s event will be October 8-11 at the Omni in Bloomfield, Colorado. The line-up of this year’s event is simply first rate with some of the top ethics and compliance practitioners around.

With the acceleration of the speak up culture and organizational accountability that social media is enabling and amplifying, companies need to incorporate integrity into every level of the organization. CONVERGE18 will help you do just that by addressing this ethical transformation head-on. Get the insights, information and solutions you need to put ethics into action. Join compliance executives from Salesforce, Kimberly Clark, Avis, U.S. Bank, AARP, Wells Fargo, Cheesecake Factory and many others to:

  • Network with 300 of your peers, including C-suite executives, legal professionals, HR leaders and ethics and compliance visionaries.
  • Gain insights from 35 speakers including Ethics and Compliance advocate Hui Chen, ECI’s CEO Pat Harned, NBA’s Deputy Chief Compliance Officer Steph Vogel, President at OCEG Carole Switzer and more.
  • Bring actionable takeaways back to your program from various session types including 2 keynotes, 5 general sessions, 12 discussion-based roundtables, 18 interactive breakout sessions for you to listen, learn and share.
  • The goal of CONVERGE18 is to arm you with information, strategy and tactics to transform your organization and your career by connecting ethics to business performance through process augmentation and data visualization.

I hope you can join me at the event. For information on the event, click here. As an extra benefit to readers of this blog, CONVERGE18 is offering a 50% discount off the registration price. Enter discount code TOMFOXVIP.

CONVERGE18 is a production of Convercent, which is the sponsor of this podcast series.

Sep 4, 2018

In this episode of the CONVERGE18 Preview Podcasts series, I visit with Eric Feldman, Senior Vice President at Affiliated Monitors. We discuss the issue of perverse incentive and compliance. Some of the issues we tackle in this podcast are:

  • What are perverse incentives?
  • How can an organization determine if its incentives undermine its culture?
  • What is the role of management in setting incentives?
  • How can a company align its values with its incentives?

In what is fast becoming one of the top ethics and compliance conferences around, I hope you can join me at CONVERGE18, hosted by Convercent. (I perform consulting work for Convercent.) This year’s event will be October 8-11 at the Omni in Bloomfield, Colorado. The line-up of this year’s event is simply first rate with some of the top ethics and compliance practitioners around.

With the acceleration of the speak up culture and organizational accountability that social media is enabling and amplifying, companies need to incorporate integrity into every level of the organization. CONVERGE18 will help you do just that by addressing this ethical transformation head-on. Get the insights, information and solutions you need to put ethics into action. Join compliance executives from Salesforce, Kimberly Clark, Avis, U.S. Bank, AARP, Wells Fargo, Cheesecake Factory and many others to:

  • Network with 300 of your peers, including C-suite executives, legal professionals, HR leaders and ethics and compliance visionaries.
  • Gain insights from 35 speakers including Ethics and Compliance advocate Hui Chen, ECI’s CEO Pat Harned, NBA’s Deputy Chief Compliance Officer Steph Vogel, President at OCEG Carole Switzer and more.
  • Bring actionable takeaways back to your program from various session types including 2 keynotes, 5 general sessions, 12 discussion-based roundtables, 18 interactive breakout sessions for you to listen, learn and share.
  • The goal of CONVERGE18 is to arm you with information, strategy and tactics to transform your organization and your career by connecting ethics to business performance through process augmentation and data visualization.

I hope you can join me at the event. For information on the event, click here. As an extra benefit to readers of this blog, CONVERGE18 is offering a 50% discount off the registration price. Enter discount code TOMFOXVIP.

CONVERGE18 is a production of Convercent, which is the sponsor of this podcast series.

Sep 4, 2018

In this episode of the CONVERGE18 Preview Podcasts, I visit with Ellen Hunt, Senior Vice President, Audit, Ethics & Compliance Officer at AARP. We discuss the role of the Board of Directors and compliance. Some of the issues we tackle in this podcast are:

  • The role of the Board and the C-Suite and why is it important to running an effective ethics and compliance program.
  • A CCO must build trust with your Board and your C-Suite that you are a practical and reasonable business person who is there is help resolve problems not unnecessarily embarrass them.
  • Why E&C expert is needed on the Board.
  • The role of the CCO and Board is that of a partnership and for it to work there has to be education, understanding and communication.

In what is fast becoming one of the top ethics and compliance conferences around, I hope you can join me at CONVERGE18, hosted by Convercent. (I perform consulting work for Convercent.) This year’s event will be October 8-11 at the Omni in Bloomfield, Colorado. The line-up of this year’s event is simply first rate with some of the top ethics and compliance practitioners around.

With the acceleration of the speak up culture and organizational accountability that social media is enabling and amplifying, companies need to incorporate integrity into every level of the organization. CONVERGE18 will help you do just that by addressing this ethical transformation head-on. Get the insights, information and solutions you need to put ethics into action. Join compliance executives from Salesforce, Kimberly Clark, Avis, U.S. Bank, AARP, Wells Fargo, Cheesecake Factory and many others to:

  • Network with 300 of your peers, including C-suite executives, legal professionals, HR leaders and ethics and compliance visionaries.
  • Gain insights from 35 speakers including Ethics and Compliance advocate Hui Chen, ECI’s CEO Pat Harned, NBA’s Deputy Chief Compliance Officer Steph Vogel, President at OCEG Carole Switzer and more.
  • Bring actionable takeaways back to your program from various session types including 2 keynotes, 5 general sessions, 12 discussion-based roundtables, 18 interactive breakout sessions for you to listen, learn and share.
  • The goal of CONVERGE18 is to arm you with information, strategy and tactics to transform your organization and your career by connecting ethics to business performance through process augmentation and data visualization.

I hope you can join me at the event. For information on the event, click here. As an extra benefit to readers of this blog, CONVERGE18 is offering a 50% discount off the registration price. Enter discount code TOMFOXVIP.

CONVERGE18 is a production of Convercent, which is the sponsor of this podcast series.

Sep 4, 2018

In this episode of the CONVERGE18 Preview Podcasts series, I visit with Philip Winterburn, Chief Product Officer at Convercent. We discuss the issue of perverse incentive and compliance. Some of the issues we tackle in this podcast are:

  • What kind of KPIs demonstrate employee engagement?
  • How are you using KPIs in your compliance program?
  • Why KPIs are key to demonstrating ROI in compliance?
  • How does higher employee engagement demonstrate more institutional justice?

In what is fast becoming one of the top ethics and compliance conferences around, I hope you can join me at CONVERGE18, hosted by Convercent. (I perform consulting work for Convercent.) This year’s event will be October 8-11 at the Omni in Bloomfield, Colorado. The line-up of this year’s event is simply first rate with some of the top ethics and compliance practitioners around.

With the acceleration of the speak up culture and organizational accountability that social media is enabling and amplifying, companies need to incorporate integrity into every level of the organization. CONVERGE18 will help you do just that by addressing this ethical transformation head-on. Get the insights, information and solutions you need to put ethics into action. Join compliance executives from Salesforce, Kimberly Clark, Avis, U.S. Bank, AARP, Wells Fargo, Cheesecake Factory and many others to:

  • Network with 300 of your peers, including C-suite executives, legal professionals, HR leaders and ethics and compliance visionaries.
  • Gain insights from 35 speakers including Ethics and Compliance advocate Hui Chen, ECI’s CEO Pat Harned, NBA’s Deputy Chief Compliance Officer Steph Vogel, President at OCEG Carole Switzer and more.
  • Bring actionable takeaways back to your program from various session types including 2 keynotes, 5 general sessions, 12 discussion-based roundtables, 18 interactive breakout sessions for you to listen, learn and share.
  • The goal of CONVERGE18 is to arm you with information, strategy and tactics to transform your organization and your career by connecting ethics to business performance through process augmentation and data visualization.

I hope you can join me at the event. For information on the event, click here. As an extra benefit to readers of this blog, CONVERGE18 is offering a 50% discount off the registration price. Enter discount code TOMFOXVIP.

CONVERGE18 is a production of Convercent, which is the sponsor of this podcast series.

Aug 31, 2018

You can put away your all white linen suits and your seer sucker suits as well. With that hint of fall in the air, we are upon the (unofficial) end of summer with the Labor Day Weekend, Tom and Jay are back with a look at some of the week’s top compliance and ethics stories. 

  1. Second Circuit affirms most of Hoskins dismissal. Dick Cassin reports in the FCPA Blog.
  2. With a nod to Dwight Eisenhower, Hui Chen says compliance is about process not outcomes. Check out her article in Bloomberg.
  3. The 1MDB scandal only gets weirder. First Malaysian spies are linked to the scandal, Dick Cassin writes in the FCPA Blog. Next it turns out Chris Christie is representing Jho Low on a forfeiture case. Bradley Hope, Tom Wright and Rebecca Davis O’Brien report in the Wall Street Journal.
  4. Legg Mason bookends it NPA with a settlement with the SEC on its FCPA violations in Libya. Jack Hagel reports in the WSJ Risk and Compliance Journal. Tom reports in a tribute to Ed King on the FCPA Compliance and Ethics Blog. Dick Cassin reports in the FCPA Blog.
  5. Jaclyn Jaeger details some of the lessons learned from the Wynn scandal in Compliance Week. (sub req’d)
  6. Why is it important for integrity to a part of your brand. Nelson Pratt explains on Navex’s blog, Ethics and Compliance Matters. Tom tackles integrity in a tribute to John McCain on the FCPA Compliance and Ethics Blog.
  7. Does power corrupt or simply change you? Caterina Bullgarella explains why you must pay attention in a piece on com.
  8. Microsoft in trouble for its distributor network? Dick Cassin reports in the FCPA Blog. Tom details how to manage the distributor risk in Compliance Week. (sub req’d)
  9. Now former Cleveland Browns linebacker Mychal Kendricks indicted for insider trading. Tom Schad reports in USA Today. Once again demonstrating why they are the worst run organization in all of pro football, Browns only find out about the facts after then indictment and then cut him.Reported by Charlotte Carrol in Sports Illustrated.
  10. On this week’s featured podcast series, Tom explored the interestion of King Arthur and compliance. In Part 1 it was Arthuian leadership. In Part 2 it was the Pentecostal Oath and a Code of Conduct. In Part 3 it was the Round Table and whistleblowing. In Part 4 it was the Green Knight and whistleblower protection. In Part 5 it was the quest for the Holy Grail and a compliance defense for the FCPA.
  11. As the play off race begins to take shape, Astros lead the West by 2.5 games after taking 2 of 3 from the A’s in Houston. After being swept by the Rays, the Sox take it out on the Marlins and their lead is back to 7.5 games over the Yankees.
  12. The Compliance Master Class is coming to Boston on September 25 & 26. Learn how to create, design and implement a best practice compliance program from Tom Fox, the Compliance Evangelist. For information, click here. For registration click here.

For more information on how an independent monitor can help improve your company’s ethics and compliance program, visit our sponsor Affiliated Monitors at www.affiliatedmonitors.com.

Aug 30, 2018

The Administration’s attacks on allies, perhaps former allies and other in the area of trade and sanctions has not occurred in vacuum. Many other countries and groups such as the EU have retaliated with counter-sanctions. One area that the current administration does not seem to have considered too well is EU data privacy and data protection. In this episode of Life with GDPR we explore this issue in the age of trade policy as conflict. Some of the highlights are:

  1. Did the comments by US Secretary of Commerce Wilbur Ross about GDPR actually embolden GDPR enforcement?
  2. Is there a trade war between the US and EU over data?
  3. Is there a way to reconcile the divergences in approaches to data privacy and data protection between the EU and US? and
  4. Will the Privacy Shield framework survive the Schrems court challenge? Will it be renewed in September, suspended in September or even revoked in September?

For more information on Cordery Compliance, go their website here. Also check out the GDPR Navigator, one of the top resources for GDPR Compliance by clicking here.

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