Fcpa Compliance Report

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Sinopsis

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.

Episodios

  • This Week in FCPA-Episode 42

    03/03/2017 Duración: 23min

    Jay Rosen and I dedicate the entire episode to the FUBAR surrounding the Oscar ceremony where the Best Picture award was given to the wrong picture. We consider the control failures around the incident, look at it from a compliance program perspective, consider the failures in light of the new Justice Department Evaluation of Corporate Compliance Programs and conclude with the lessons to be learned for the compliance practitioner from the entire fiasco.   For some additional reading see, Jay’s piece on Linkedin, “David vs. Goliath; Ethics & Compliance Lessons to be Learned from the Oscars” and Matt Kelly look at the control failures and other issues in his blog post on Radical Compliance, “And the Oscar for Control Failures Goes to…” Jay Rosen new contact information: Jay Rosen, CCEP Vice President, Business Development Monitoring Specialist Affiliated Monitors, Inc. Mobile (310) 729-6746 Toll Free (866)-201-0903 JRosen@affiliatedmonitors.comLearn more about your ad choices. Visit megaphone.fm/adchoices

  • Day 3 of One Month to Operationalizing Your Compliance Program

    03/03/2017 Duración: 11min

    Yesterday I began a two-part series on the Department of Justice (DOJ’s) “Evaluation of Corporate Compliance Programs” (Evaluation) posted on the Fraud Section in February. The document is an 11-part list of questions which encapsulates the DOJ’s most current thinking on what constitutes a best practices compliance program. Within the list are some 46 different questions that a Chief Compliance Officer (CCO) or compliance practitioner can use to benchmark a compliance program. In short, it is an incredibly valuable and most significantly useful resource for every compliance practitioner. Three Key Takeaways This DOJ Evaluation provides clear guidance on the expectations of government regulators regarding what your program should consist of, how it should be effected and where you need to go down the road. It is also a valuable teaching tool as you can lay out for your Board and senior management the clear requirements for any best practices compliance program. The document also re-emphasizes that you should

  • Day 2 of 30 Days to Operationalize Your Compliance Program

    02/03/2017 Duración: 10min

    The Evaluation, most generally, follows the DOJ and Securities and Exchange Commission’s (SEC) seminal Ten Hallmarks of an Effective Compliance Program, released in the 2012 FCPA Guidance. If there is one over-riding theme in the Evaluation, it is the DOJ’s emphasis on operationalizing your compliance program as the questions posed are designed to test how far down your compliance program is incorporated into the very DNA and fabric of your organization. The Evaluation is not simply a restatement of the Ten Hallmarks, as it clearly incorporates the DOJ’s evolution in what constitutes a best practices compliance program over the past 18 months and it certainly builds upon the information put forward in the DOJ’s FCPA Pilot Program regarding effective compliance programs, most particularly found in Prong 3 Remediation. Three Key Takeaways The Evaluation follows a consistent theme of DOJ pronouncement over the past 18 on to operationalize your compliance program. There is one new area with a focus on root cause

  • FCPA Compliance Report-Episode 311, Forrest Deegan

    02/03/2017 Duración: 15min

    One event which promises to be most excellent is the upcoming Third-Party Risk Management & Oversight Summit, on March 20 & 21 at the Princeton Club in New York City. I will be attending and speaking at the event and I hope that you can join me. I have had the previously had the opportunity to do a podcast with the Event Chair, Melissa Evans, Lead Quality Systems, Supply Chain Management, Royal Caribbean Cruises (Episode 307). Today I visit with  Forrest Deegan, the Chief Ethics and Compliance Officer for Abercrombie & Fitch. Forrest detailed How to Perform an ROI analysis of a third-party program for both the sales and supply chain side of things, drawing from his experience at A&F. He related some of the costs for getting it wrong in the short-term, along with smart money investments and cost-cutting ideas and then provided some insight into the cost-benefit analysis on A&F third-party programs. The best part is listeners to this podcast will receive a discount to the event. You can receive a 15% discount o

  • Compliance into the Weeds-Episode 30

    01/03/2017 Duración: 21min

    In this episode Matt Kelly and myself take a deep dive into SOX 404(b), what it requires and how companies comply with the reporting requirements set out in this statute. We consider the recent announcements from Congressman Jeb Hensarling to amend this section to exempt companies under the $500MM who wish to go public from its reporting requirements. We consider the corporate and audit response currently in place for 404(b) and how this response is now well embedded in not only corporate controls but also in reporting. We discuss the importance of internal controls over the time frame since the enactment of SOX and how any change may not be well received by institutional investors and private equity funders. For a more detailed discussion, see Matt’s blog post entitled, “Tale of Sound & Fury: The 404(b) Debate”.Learn more about your ad choices. Visit megaphone.fm/adchoices

  • Day One of One Month to Operationalizing Your Compliance Program

    01/03/2017 Duración: 08min

    Last month, the Department of Justice (DOJ) very quietly released a document, entitled “Evaluation of Corporate Compliance Programs” (Evaluation), on the Fraud Section website. The document is an 11-part list of questions which encapsulates the DOJ’s most current thinking on what constitutes a best practices compliance program. Within the list are some 46 different questions that a Chief Compliance Officer (CCO) or compliance practitioner can use to benchmark a compliance program. In short, it is an incredibly valuable and most significantly useful resource for every compliance practitioner. The document has one clear theme that I will be exploring this month—you must operationalize your compliance program. The Evaluation, most generally, follows the DOJ and Securities and Exchange Commission’s (SEC) seminal Ten Hallmarks of an Effective Compliance Program, released in the 2012 FCPA Guidance. If there is one over-riding theme in the Evaluation, it is the DOJ’s emphasis on doing compliance as the questions pos

  • Day 20 of One Month to a Better Board

    28/02/2017 Duración: 10min

    I end my One Month to a Better Board series with a discussion from the recently released Justice Department Evaluation of Corporate Compliance Programs as it relates to a Board of Directors. In an area of inquiry entitled, “Oversight” the DOJ asked three basic questions which we have explored throughout this series. The questions presented by the DOJ were: What compliance expertise has been available on the board of directors? Have the board of directors held executive or private sessions with the compliance function? What types of information has the board of directors examined in their exercise of oversight in the area in which the misconduct occurred? In addition to specifically stating that a Board of Directors must have a compliance subject matter expert going forward, it opines there should be a Board level committee dedicated to compliance as well. I have previously explored questions a Board should ask a Chief Compliance Officer (CCO). Today I want to focus some attention on questions by a Board of

  • FCPA Compliance Report-Episode 310

    28/02/2017 Duración: 19min

    This podcast considers the differences between forecasting and risk assessment is that risk assessment attempts to consider things which forecasting either did not reliably predict for, or those things which the forecasting models have raised as potential outcomes which could be troubling, critical themes and issues. As Locwin explained, “What you’re trying to do then is decide on how you would address these. Risk assessments will percolate to the top of the list, your risk registry. Those items which are most consequential for your organization, whatever it happens to be. Again, just like forecasting, risk assessments apply to every organization.”  Within the context of an anti-corruption compliance program, you are trying to make adjustments based on the risks of violation of the law, out in the marketplace. For instance, in a compliance forecast, third-party risk should be considered at the top of your ordinal list of risk and you should consider a multitude of factors such as the operating procedures, pro

  • Day 19 of One Month to a Better Board

    27/02/2017 Duración: 12min

    There are three core areas upon which Directors should focus their attention regarding to help establish and maintain an effective compliance program. They are: (1) structure, (2) culture and (3) risk management. Structural Questions This area consists of questions which will aid in determining the fundamental sense of a company’s overall compliance program. The questions should begin with the basics of the program through to how the program operates in action. Some of the structural questions Board members should ask are the following. Who oversees the operation of the program? What is in the Code of Conduct? Is each Board member aware of corporate standards and procedures? How are complaints being received? Who conducts investigations and acts on the results? What corporate resources are being devoted to the compliance and ethics program? How much money is allocated to the program? What types of training is required? How effective is it? Have any compliance failures been detected? If so, how was such detec

  • Day 18 of One Month to a Better Board

    24/02/2017 Duración: 12min

    Where does “Tone at the Top” start. With any public and most private US companies, it is at the Board of Directors. But what is the role of a company’s Board in FCPA compliance? We start with several general statements about the role of a Board in US companies. First a Board should not engage in management but should engage in oversight of a CEO and senior management. The Board does this through asking hard questions, risk assessment and identification. In a recent White Paper, entitled “Risk Intelligence Governance-A Practical Guide for Boards” the firm of Deloitte & Touche laid out six general principles to help guide Boards in the area of compliance risk governance. I have adapted them for the Board role around compliance. Define the Board’s Role-there must be a mutual understanding between the Board, CEO and senior management of the Board’s responsibilities. Foster a culture of compliance risk management-all stakeholders should understand the compliance risks involved and manage such risks accordingly. I

  • This Week in FCPA-Episode 41

    24/02/2017 Duración: 29min

    In this special live, on location episode, Jay Rosen and I discuss the recent SCCE 2017 Utilities and Energy Conference held in Washington DC. He hit on the highlights, topics, vendors and key note speakers. We also discuss the impact of the recently released DOJ Evaluation of Corporate Compliance Programs. Finally we have a guest appearance by Jim Moore, recently installed as SVP at Trust Point International. For a copy of the Evaluation of Corporate Compliance Programs, click here. For my two blog posts on the Evaluation, Part I and Part ILearn more about your ad choices. Visit megaphone.fm/adchoices

  • Day 17 of One Month to a Better Board

    23/02/2017 Duración: 12min

    In this final five days of my One Month to a Better Board series, I will look at inquiries and questions a Board can take to help the organization actually do compliance going forward. I begin with an exploration of how can a Board work to incorporate the compliance function into a long-term business strategy of the organization. A Board can do so by engaging with the Chief Compliance Officer and compliance function through having a strong Board which is committed to doing business ethically and incompliance with anti-corruption laws such as the FCPA and engaging actively with the CCO and compliance function. This post will begin a discuss of various tools and techniques a Board can use and engage to move to this level of engagement. The first point is to develop a framework for incorporating compliance into your long-term strategy. This framework draws from the State Street Global Advisors’ strategy for sustainability and adapts it to compliance. To set up the framework for evaluation of the compliance funct

  • FCPA Compliance Report-James Koukios

    23/02/2017 Duración: 23min

    In this episode I visit with Morrison Forrester partner James Koukios on the firm's December newsletter on the Top Ten International Anti-Corruption Developments for December 2016. James and I visit about some of the lesser known highlights from the month of December 2016 in the global enforcement of anti-corruption. Learn more about your ad choices. Visit megaphone.fm/adchoices

  • FCPA Compliance Report-Ben Locwin

    22/02/2017 Duración: 20min

    In this episode, I begin a three-podcast series on risk management in compliance with Ben Locwin, Director of Global R&D at BioGen and an operational strategist in pharma and healthcare, to explore risk forecast, risk assessment and risk monitoring for the compliance profession. Today we consider forecasting in the risk management process. Learn more about your ad choices. Visit megaphone.fm/adchoices

  • Day 16 of One Month to a Better Board

    22/02/2017 Duración: 10min

    Yesterday, I considered the Board of Director’s role in hiring of senior executives and in other key positions and corporate positions and corporate relationships. Today I want to consider the Board’s role in succession planning. In an article entitled, “Advancing Board Refreshment Through the Director Succession Planning Process” authors William Libit and Todd Freier posited that a Board’s ability to “refresh itself on a regular basis can help ensure it maintains a proper mix of experience and expertise to meet the organization’s current and long term needs.” While noting that there is no ‘one-size-fits-all-approach’ to succession planning, the authors believe there are some key traits you should consider in succession planning. To facilitate this theorem, the authors laid out a seven-step approach for Director succession planning. Examine the Key Corporate Documents-this includes Board review of all relevant corporate governance documents, including guidelines, the Charter for Board Governance, the Directo

  • Day 15 of One Month to a Better Board

    21/02/2017 Duración: 11min

    What is the role of a Board of Directors in hiring senior executives, Chief Compliance Officers and even other Board members? I recently explored this issue with Candice Tal, founder and CEO of Infortal, a global security and risk management consulting company. Tal began by noting, that a bad senior executive hire can cost a company much more than simply dollars. She noted, the “financial costs in day-to-day operations easily can quadruple that of a regular employee, but it can also impact the company’s corporate governance and Board of Directors if that executive hire was found to be involved with unethical and illegal activities. Not even a signed contract can protect a company if an executive hire’s unethical actions come to the attention of the national media. Fiduciary risk and exposure for the board of directors cannot be overlooked.” She pointed to the example of Yahoo! and its hire of Scott Thompson back in 2012. It turned out that Thompson had incorrect information on his online biography regarding h

  • Compliance into the Weeds-Episode 29

    21/02/2017 Duración: 41min

    In this episode, Matt Kelly and myself take a deep dive into the Department of Justice (DOJ) recent release, entitled “Evaluation of Corporate Compliance Programs” (Evaluation), which went up on the Fraud Section website on February 8. The document is an 11-part list of questions which encapsulates the DOJ’s most current thinking on what constitutes a best practices compliance program. Within the list are some 46 different questions that a Chief Compliance Officer (CCO) or compliance practitioner can use to benchmark a compliance program. In short, it is an incredibly valuable and most significantly useful resource for every compliance practitioner. The Evaluation, most generally, follows the DOJ and Securities and Exchange Commission’s (SEC) seminal Ten Hallmarks of an Effective Compliance Program, released in the 2012 FCPA Guidance. If there is one over-riding theme in the Evaluation, it is the DOJ’s emphasis on doing compliance as the questions posed are designed to test how far down your compliance progra

  • Day 14 of One Month to a Better Board

    20/02/2017 Duración: 12min

    The bribery and corruption case of GlaxoSmithKline PLC (GSK) resonated across the corporate globe. While many questions are still unanswered, one that seems to be at the forefront of the inquiry was where was the GSK Board of Directors? This matter demonstrates role of a Board of Directors is becoming more important and more of a critical part of any effective compliance program. In an article in the NACD Directorship, entitled “Corruption in China and Elsewhere Demands Board Oversight”, Eric Zwisler and Dean Yoost noted that as “Boards are ultimately responsible for risk oversight” any Board of a company with operations in China “needs to have a clear understanding of its duties and responsibilities under the FCPA and other international laws, such as the U.K. Bribery Act”. Why should China be on the radar of Boards? Since 2010, over 25% of all FCPA enforcement actions have derived from China.   Corruption can be endemic in China. Further FCPA enforcement actions have made clear that Chinese businesses are q

  • Day 13 of One Month to a Better Board

    17/02/2017 Duración: 12min

    Today I want to consider a couple of failures at the Board level around bribery and corruption.    VimpelCom  Board of Directors and Senior Management Involvement  VimpelCom sought to enter the telecom market through the acquisition of a local player, Unitel, as an entrée into the Uzbekistan market. Unitel made clear to VimpelCom that to have access to, obtain and retain business in the Uzbeki telecom space, VimpelCom would have to, according to the VimpelCom DPA, “regularly pay Foreign Officials millions of dollars” who was Gulnara Karimova, the daughter of the then President of the country. VimpelCom also acquired another entity Butzel, that was at least partially owned by an Uzbeki government official, who hid their interest through a shell company, which was known to VimpelCom. VimpelCom did not articulate a legitimate business reason for the deal and paid $60MM for Buztel. As laid out in the VimpleCom’s Information, its senior management was well aware of the potential FCPA risk. The Information stat

  • Day 12 of One Month to a Better Board

    16/02/2017 Duración: 11min

    What are metrics for a Board around compliance? Former Assistant Attorney General Leslie Caldwell laid out some that the Justice Department would consider in a review of compliance programs. These metrics are:  Does the institution ensure that its directors and senior managers provide strong, explicit and visible support for its corporate compliance policies? Does the Board maintain a material role in overseeing a company’s overall compliance framework?  These requirements move beyond simply having the correct ‘Tone at the Top’ which every Board should articulate. They charge the Board with a substantive role in the actual doing of compliance going forward. One of my concerns is this metric sets up Board members and senior management for prosecution under the Foreign Corrupt Practices Act (FCPA) in the new era of the Yates Memo where companies are required to investigate and turn over individuals to the DOJ for prosecution if they want to receive any credit for cooperation. Of course, the Yates Memo also ar

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