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Where There is No Will, There’s No Way: The Bottom Line for Chief Compliance Officers

You can draft and design the best ethics and compliance program – and then fail.  You can show every compliance professional an “effective” set of ethics and compliance controls, pristine, drafted elegantly, addressing each...more

Before Moving on to ESG, Fix Your Speak Up Culture

Ethics and compliance has to stand strong when new trends suddenly spring up. Organizations are always ready to embrace the new-fangled shiny object – in this case ESG....more

Spring Cleaning: Time to Review Your Internal Controls

There are a lot of so-called “dirty secrets” in the corporate governance world.  Not the tawdry kind that appear to follow controversial politicians – I mean in the world of internal controls....more

Integrating ESG into Your Business

It is easy to get lost in ESG.  Focus is the key.  Leadership has to define the ESG strategy.  A designated officer has to lead implementation....more

Meeting the ESG Challenge

Perhaps I am little bit behind.  That would be nothing new – but we are getting to the point where we no longer need to spell out ESG.  Everyone knows what it means – directors, officers, employees, investors, shareholders...more

In-House Counsel and Risk Management

A good lawyer knows the law; a clever one takes the judge to lunch. — Mark Twain - Lawyers get a bad rap – not just as the subject of lawyer jokes.  (This is not an invitation to recite lawyer jokes)....more

ECI’s Global Business Ethics Survey: The Plusses and Minuses (Part I of II)

The Ethics and Compliance Initiative is a terrific organization that provides important ethics and compliance insights and leadership.  Starting in 1994, ECI has conducted a longitudinal, cross-section study of workplace...more

The Demand for Sustainability and Risk Management

The COVID-19 pandemic uncovered the fragility of business operations – within the space of weeks, companies were forced to adjust to distribution channel and supply chain disruptions, workplace closings, and a virtual...more

Building the Bridge(s) Between Compliance and Business

The success of a compliance program depends on a number of factors.  Perhaps one of the most important factors is the strength of the relationship between compliance professionals and business.  Compliance depends on business...more

CCOs and Expertise in Risk Management

Chief compliance officers (CCOs) are talented professionals.  As Donna Boehme always emphasizes, CCOs are subject matter experts (SMEs) in compliance risks, controls and mitigation.  CCOs focus on legal and compliance risks...more

Corporate Board Liability Risks Increase as Delaware Courts Reject Caremark Dismissal Claims

Corporate boards will continue to face higher risks of liability.  As the last bastion of legal privilege and protection, the wall of protection is crumbling bit by bit.  Eventually, corporate stakeholders will demand that...more

The Rise of ESG In Response to Investor Demand

Corporate governance sometimes is the subject of “fads,” or initiatives that gain traction with dubious evidence-based justifications.  Sometimes companies engage new theories or strategies because they “sound good,” or give...more

CCOs Have a Target on Their Backs: The Coming Storm (Part III of III)

I have always played down the issue of CCO liability and prosecutions. I dismiss these concerns often because the reporting of CCO prosecutions are usually exaggerated and meant to instill fear in compliance professionals. ...more

The State of the Chief Compliance Officer: Looking Back and to the Future (Part I of III)

To start the New Year, it is a good idea to review the trends in the role and status of Chief Compliance Officers.  As we witness the continuing growth in stature of the CCO, we need to exercise caution.  Some troubling...more

The Curious Absence of Corporate Monitors

In 2020, the Justice Department did not insist on the appointment of any independent compliance monitors.  The year before, in 2019, DOJ insisted on the appointment of three independent corporate monitors – MTS...more

2020: A Year of Ethical Challenges

If ever there was a year that challenged corporate leaders on their commitment to business ethics, 2020 was the year.  The number of difficult issues facing corporate leaders were challenging and ran the gamut – from health...more

California Mandates Increased Diversity on Corporate Boards

The United States continues to lag in corporate board diversity.  Many corporate boards are dominated by white males.  Progress on this issue has been slow....more

Gatekeeper Misfires and Corporate Governance Failures

Here is another obvious point – internal controls are intended to ensure compliance with relevant policies and procedures.  Internal controls are not just for show, or not just limited to financial reporting.   A compliance...more

Lessons Learned from the Goldman Sachs FCPA Enforcement Settlement (Part III of III)

Goldman Sachs has a new leadership role – unfortunately, it is for corruption.  It would be a serious mistake to characterize or describe the Goldman corruption scheme as the result of a few, bad actors.  Instead, Goldman...more

Ask Your Board and Your C-Suite – “How Do You Know We Have an Ethical Culture?”

If you speak to members of a corporate board and the C-Suite and you ask them if the company has a strong ethical culture, we all know what they will say – “Of course, we do.  We have a strong commitment to our Code of...more

Boeing 737 MAX Accountability: Shareholder Litigation Against Boeing Board & House Transportation Committee Issues Scathing...

Boeing is the new poster child for corporate governance failures and misconduct.  Move over Wells Fargo, General Motors, Volkswagen, Novartis, Siemens and Wal-Mart, and make room for Boeing.  Like General Motors and its...more

The IIA’s New Three Lines of Defense Model Misses The Mark

Corporate governance and compliance is not as hard as everyone tries to make it.  Much of management theory, risk management, and theories surrounding corporate operations is intuitive.  ...more

Ten Essential Steps to Take Now to Advance Corporate Board Governance (IV of IV)

Corporate board members face increasing risks.  Federal prosecutors are watching their behavior when corporate malfeasance occurs.  Regulators focus on the important issue of board governance.  Shareholders are ready to file...more

Challenges for Board Decision-Making (Part III of IV)

Corporate boards face serious challenges – business disruption from the pandemic and a slowing global economy.  Directors have to focus on these two issues for at least the next 12 months....more

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