Podcasts about Bribery Act

Welcome to the award-winning FCPA Compliance Report, the longest-running podcast in compliance. In this edition, Tom Fox welcomes Adrian Roux, a senior associate at Edward Nathan Sonnenberg, to discuss recent legislative changes in South Africa's anti-corruption efforts and their global relevance. Adrian highlights the introduction of a new offense in South Africa akin to the UK's Bribery Act's ‘failure to prevent bribery' offense and discusses a new policy directive for non-trial resolutions for companies facing corruption charges. Both initiatives aim to mitigate extensive corruption exposed during the Zuma era's state capture saga, which involved high-profile public and private sector corruption cases investigated by the Zondo Commission. Adrian explains the challenges and implications of these legislative changes for compliance professionals globally, emphasizing the importance of understanding new compliance obligations and developing adequate procedural defenses. Additionally, the episode touches on increased international cooperation between South African and U.S. authorities in white-collar enforcement. This collaboration, noted in recent FCPA enforcement actions, signifies a growing trend towards global enforcement in corporate compliance and anti-corruption matters. Highlights in this episode: New Legislative Changes in South Africa Failure to Prevent Offense Adequate Procedures and Compliance Programs Corporate Alternative Dispute Resolution Directive International Cooperation in White Collar Enforcement  Resources: Arian Roux on LinkedIn ENS Law Firm Zondo Commission Report on State Capture Article on 34A of the Prevention and Combating of Corrupt Activities Act Tom Fox Instagram Facebook YouTube Twitter LinkedIn For more information on the Ethico Toolkit for Middle Managers, available at no charge, click here. Check out the full 3-book series, The Compliance Kids, on Amazon.com. For an audio/video version of the Compliance Kids book, Speaking Up is AWESOME, contact Tom Fox. Learn more about your ad choices. Visit megaphone.fm/adchoices

Tom Fox is passionate about podcasting and compliance. He is the Leading Voice in Compliance, having founded the only podcast network in compliance, the award-winning Compliance Podcast Network. Tom is also a co-founder of the award-winning Texas Hill Country Podcast Network, which focuses on a rural area of Texas. Tom has won 33 awards for podcast hosting and producing podcasts. He is also an award-winning blogger, having posted the FCPA Compliance and Ethics Report daily since 2010.Tom is also a best-selling author, having written 30 books in the areas of compliance, business ethics and leadership. He is the author of the seminal compliance work, The Compliance Handbook, now in its 4th edition. He is author of two other international best-sellers on compliance; Lessons Learned on Compliance and Ethics and Best Practices Under the FCPA and Bribery Act. He is most proud of his 3 best-selling children's books on compliance Being a Compliance Officer is Awesome, Speaking Up is Awesome and Compliance Saves the Galaxy. All 3 were published by Dinosaur House and are available at Amazon.com.Become a supporter of this podcast: https://www.spreaker.com/podcast/inspiring-stories--2917948/support.

Under the new offence of failure to prevent fraud, companies can incur liability as a result of acts by their "associated persons". In this episode Elizabeth Head, Rob Hunt and Shannan Casey-Black discuss the types of third parties that can be "associated persons" for this purpose, consider how this compares with similar concepts under the Bribery Act 2010 and the Criminal Finances Act 2017, and provide some advice to companies as they start to think about their risks in this area. You can also read our accompanying briefing on this topic, which is available on our blog: https://hsfnotes.com/fsrandcorpcrime/2024/03/22/economic-crime-and-corporate-transparency-act-2023-who-is-an-associated-person-for-the-failure-to-prevent-fraud-offence/ Speakers are Robert Hunt, Elizabeth Head and Shannan Casey-Black

The issues of gifts, hospitality and bribery are increasingly complicated – especially for companies doing business in other countries. The danger of getting caught up in a corruption scandal is damaging, expensive and could be ultimately devastating. But when is a gift considered bribery? How can corruption, or even the perception of corruption, be avoided in business?  In this episode, we highlight some recent bribery scandals, analyse how they could be avoided, and take a deep dive into international anti-corruption laws. Most importantly, we discuss how companies can safely conduct business around the world. We include information on Transparency International's recently released annual report on perceptions of corruption and bribery across the world and explain how it can form a critical part of a company's bribery and corruption risk assessment.  This free episode provides key background info on everything from the Foreign Corrupt Practices Act in the US to the UK's Bribery Act to the EU's proposed anti-corruption legislation. If your company has any business in a foreign country, including any parts of its supply chain, you'll want to listen to this one. This episode features: A basic understanding of anti-corruption legislation around the world Highlights of recent scandals – and how they could have avoided How you can manage your company's gifts and hospitality policy How to prevent corruption in your business

Decoding the Economic Crime Act – jurisdictional scope of the new Failure to Prevent Fraud Offence Which companies inside or outside the UK may be liable under the new Failure to Prevent Fraud Offence? How should companies think about jurisdiction in scoping their 'reasonable procedures' project? In this episode, Susannah Cogman, Brian Spiro and Ali Grodzki provide an overview of the jurisdictional scope of the Failure to Prevent Fraud Offence, which is potentially very broad and differs in important ways from that of the failure to prevent bribery offence under the Bribery Act 2010. You can also read our accompanying briefing on this topic, which is available on our blog https://hsfnotes.com/fsrandcorpcrime/2024/01/16/economic-crime-and-corporate-transparency-act-2023-jurisdictional-scope-of-the-failure-to-prevent-fraud-offence/

Learn from renowned and seasoned podcaster Thomas Fox how to make money from your show using five unique strategies. Don't miss this episode to find out how to start a podcast network, the value of guesting on other shows, and more so you can unlock the true potential of podcasting!   WHAT TO LISTEN FOR #1 thing to think about when monetizing your podcast and website Why it's crucial to be consistent in your episode release cadence A pro tip on setting an appearance fee for your guests effectively 2 benefits of being a guest on other people's podcasts The best advice for podcasting newbies    RESOURCES/LINKS MENTIONED LinkedIn X Facebook  Kona AI Data Driven Compliance Spotify iHeart Google  PodMatch   ABOUT THOMAS FOX Tom is the compliance evangelist™ and the voice of compliance. Tom wrote the book on compliance with his seminal one-volume book, "The Compliance Handbook, 2nd edition," published in June 2021. Additionally, Tom has authored 19 books on business leadership, compliance and ethics, and corporate governance, including the international best-sellers "Lessons Learned on Compliance and Ethics" and "Best Practices Under the FCPA and Bribery Act," as well as his award-winning series Fox on Compliance. Tom is the "Voice of Compliance," having founded the only podcast network in compliance, the award-winning Compliance Podcast Network.    CONNECT WITH THOMAS Website: Compliance Podcast Network Podcast: FCPA Compliance Report | Apple Podcasts and Spotify YouTube: Compliance Podcast Network LinkedIn: Thomas Fox X: @tfoxlaw  Facebook: Compliance Podcast Network Instagram: @voiceofcompliance TikTok: @complianceman   CONNECT WITH US If you are interested in getting on our show, email us at team@growyourshow.com. Thinking about creating and growing your own podcast but not sure where to start? Click here and Schedule a call with Adam A. Adams! Upgrading your podcast equipment or maybe getting your first microphone? Get Your Free Equipment Guide! We also have free courses for you on everything you need to know about starting a great podcast! Check out our first six episodes through the links below! Identify Your Avatar - Free Course 1/6 What To Do BEFORE You Launch Your Podcast - Free Course 2/6 How To Launch A TOP Show - Free Course 3/6 Best Marketing And Growth Strategies - Free Course 4/6 How To Monetize Your Podcast - Free Course 5/6  Top 22 Pitfalls On Starting Your Own Podcast - Free Course 6/6 If you want to make money from your podcasts, check out this FREE resource we made. Our clients use a sponsor sheet, and now they are making between $2,000 to $5,000 from sponsorship!  Subscribe so you don't miss out on great content and if you love the show, leave an honest rating and review here!  

Tom Fox, The Compliance Evangelist & Compliance Podcast Network Compliancepodcastnetwork.net Biography Thomas R. Fox-the Compliance Evangelist® Tom is literally the guy who wrote the book on compliance with the international compliance best seller “The Compliance Handbook, 3rd edition” which was released by LexisNexis in May 2022. Tom has authored 25 other books on business leadership, compliance and ethics and corporate governance, including the international best-sellers “Lessons Learned on Compliance and Ethics” and “Best Practices Under the FCPA and Bribery Act” as well as his award-winning series Fox on Compliance. Tom leads the social media discussion on compliance with his award-winning blog, and is the Voice of Compliance, having founded the award-winning Compliance Podcast Network and hosting or producing multiple award-winning podcasts. He is an Executive leader at the C-Suite Network, the world's most trusted network of C-Suite leaders. He can be reached at tfox@tfoxlaw.com.

A company code of conduct should reflect the character, culture, and values of an organization, serving as a foundation for its ethical culture. The best codes are designed as useful resources for employees, providing guidance on ethical decision-making and access to detailed information and resources. But how can organizations ensure their codes are structured effectively to meet these needs? In an episode of the FCPA Compliance Report, host Tom Fox dives into the topic of code effectiveness with Jim Walton, director of Advisory Services at LRN and leader of LRN's code of conduct practice. Listen in as the two unpack the latest findings and best practices from LRN's 2023 Code of Conduct Report.   For a full transcript of this podcast, visit the episode page at LRN.com.  Listen and subscribe to the FCPA Compliance Report through the Compliance Podcast Network or wherever you get your podcasts.    Guest: Jim Walton Jim Walton is a member of LRN's Ethics & Compliance Advisory Services team with over 25 years of professional experience in corporate, institutional, and government settings—spanning the fields of ethics and compliance; environment, health, and safety; and energy management. Since 2002, Jim has been passionately dedicated to corporate ethics and compliance – designing, developing, implementing and enhancing constantly-evolving, comprehensive, best-in-class, global ethics and compliance programs. Jim has extensive experience in writing, producing and communicating codes of conduct and corporate policies; designing, managing and implementing ethics and compliance risk assessments; implementing anti-compliance and bribery initiatives; conducting third-party due diligence reviews; and helping managers at all levels become better ethical leaders. Jim is a Certified Compliance and Ethics Professional.   Host: Tom Fox Tom Fox is literally the guy who wrote the book on compliance with the international compliance best-seller The Compliance Handbook, 3rd edition, which was released by LexisNexis in May 2022. Tom has authored 23 other books on business leadership, compliance and ethics, and corporate governance, including the international best-sellers Lessons Learned on Compliance and Ethics and Best Practices Under the FCPA and Bribery Act, as well as his award-winning series "Fox on Compliance." Tom leads the social media discussion on compliance with his award-winning blog, and is the Voice of Compliance, having founded the award-winning Compliance Podcast Network and hosting or producing multiple award-winning podcasts. He is an executive leader at the C-Suite Network, the world's most trusted network of C-Suite leaders. He can be reached at tfox@tfoxlaw.com.

In this video, we talk to Tom Fox, the Compliance Evangelist, who explains in detail the transformative power of compliance in making companies stronger, more resilient, and ultimately more profitable. ABOUT THE GUEST Tom is the author of the international best-selling compliance book, "The Compliance Handbook, 3rd edition," which was released by LexisNexis in May 2022. He has also written 25 other books on business leadership, compliance, ethics, and corporate governance, including the international best-sellers "Lessons Learned on Compliance and Ethics" and "Best Practices Under the FCPA and Bribery Act," as well as his award-winning series Fox on Compliance. Tom is a leader in the compliance discussion on social media, with his award-winning blog, and is the Voice of Compliance, having founded the award-winning Compliance Podcast Network and hosting or producing multiple award-winning podcasts. He is an executive leader at the C-Suite Network, the world's most trusted network of C-Suite leaders. Connect here: https://compliancepodcastnetwork.net/ https://www.linkedin.com/in/thomasfox13/ KEY TAKEAWAYS In this video, Tom Fox, the compliance evangelist and founder of the compliance podcast network, discusses the importance of compliance in driving business growth. Compliance is seen as a business process that enhances efficiency and profitability. Tom explains that compliance originated as a response to legal issues such as bribery and corruption, but has evolved into a broader business process based on internal controls. He emphasizes the worldwide scope of the problem and the negative consequences of bribery and corruption. Tom advises companies to assess risks and make ethical business decisions. He also highlights the role of transparency in responding to inquiries from governments. Tom's passion for compliance stems from his desire to fight against bribery and corruption and promote a culture of compliance. He encourages individuals from various backgrounds to get involved in compliance. ABOUT THE HOST Khudania Ajay, a writer podcast host, and independent journalist, brings global Masters of Money and Business to his audience through The KAJ Masterclass LIVE. With 20-plus years of experience in renowned organizations like CNBC (India), Reuters, and Press Trust of India (PTI), Ajay now helps his audience succeed through his LIVE Masterclasses. Connect here: https://www.linkedin.com/in/ajaykhuda... Contact for event speaking or hosting: kajmasterclass@gmail.com ABOUT THE KAJ MASTERCLASS LIVE Join senior journalist Khudania Ajay on The KAJ Masterclass LIVE podcast, where you can learn and profit from the insights and experiences of global business leaders almost daily. This podcast is designed to assist small business owners, entrepreneurs, and students in learning from successful brand builders. Channel:    / @kajmasterclass   Apple Podcasts: https://apple.co/3yr7nrD Other platforms: https://pod.link/thekajstudio Newsletter / Blog: https://khudania.substack.com/ Apply to be a guest on the show: kajmasterclass@gmail.com FOLLOW US ON SOCIAL Website: https://thekajmasterclass.live/ LinkedIn: https://bit.ly/3y2yKrM Twitter: https://twitter.com/kajmasterclass Facebook: https://www.facebook.com/khudania.ajay Instagram: https://www.instagram.com/thekajmaste... SHOP MY FAVORITE PRODUCTS AND SUPPORT MY CHANNEL Discover my curated selection of favorite products/services on my affiliate marketing page. By purchasing through the provided links, you support my channel at no extra cost. I earn a small commission from each sale, helping me create high-quality content for my followers. Thank you for your support! *Note: 'NUP' (Not Used Personally) indicates products/services I haven't personally tried. News & Magazines https://the-economist.sjv.io/nL4VB6 Apparel & Clothing https://www.ethnicsland.com/ Contact us for brand collaboration: kajmasterclass@gmail.com --- Send in a voice message: https://podcasters.spotify.com/pod/show/kajmasterclass/message

Hello and welcome to this special edition of the Financial Crime Weekly podcast where we look at the proposal of the UK government to introduce a new offence to the Economic Crime and Corporate Transparency Bill which is currently making its way through Parliament. The proposal, of which we do not have a draft but from what has been trailed, appears to mirror the offence of failure to prevent bribery which is in section 7, Bribery Act 2010. This podcast looks at the proposal against the backdrop of the failure to prevent bribery offence.

In this episode of the Principled Podcast, host Susan Divers continues her conversation from Episode 11 with Tom Fox, the founder of the Compliance Podcast Network, on the changing geopolitical landscape and its impact on E&C. Listen in as the two discuss how anti-corruption is a key component of ESG, the consequences of compliance in cybersecurity, and the growing interconnectedness of risks. You can listen to Episode 11 here.  To learn more, download a copy of Tom Fox's white paper Never the Same: Five Key Areas in Which Business Will Never Be the Same After the Russian Invasion.    Guest: Tom Fox Tom Fox is literally the guy who wrote the book on compliance with the international compliance best-seller The Compliance Handbook, 3rd edition, which was released by LexisNexis in May 2022. Tom has authored 23 other books on business leadership, compliance and ethics, and corporate governance, including the international best-sellers Lessons Learned on Compliance and Ethics and Best Practices Under the FCPA and Bribery Act, as well as his award-winning series "Fox on Compliance." Tom leads the social media discussion on compliance with his award-winning blog, and is the Voice of Compliance, having founded the award-winning Compliance Podcast Network and hosting or producing multiple award-winning podcasts. He is an executive leader at the C-Suite Network, the world's most trusted network of C-Suite leaders. He can be reached at tfox@tfoxlaw.com.   Host: Susan Divers Susan Divers is the director of thought leadership and best practices with LRN Corporation. She brings 30+ years' accomplishments and experience in the ethics and compliance arena to LRN clients and colleagues. This expertise includes building state-of-the-art compliance programs infused with values, designing user-friendly means of engaging and informing employees, fostering an embedded culture of compliance, and sharing substantial subject matter expertise in anti-corruption, export controls, sanctions, and other key areas of compliance. Prior to joining LRN, Mrs. Divers served as AECOM's Assistant General for Global Ethics & Compliance and Chief Ethics & Compliance Officer. Under her leadership, AECOM's ethics and compliance program garnered six external awards in recognition of its effectiveness and Mrs. Divers' thought leadership in the ethics field. In 2011, Mrs. Divers received the AECOM CEO Award of Excellence, which recognized her work in advancing the company's ethics and compliance program. Before joining AECOM, she worked at SAIC and Lockheed Martin in the international compliance area. Prior to that, she was a partner with the DC office of Sonnenschein, Nath & Rosenthal. She also spent four years in London and is qualified as a Solicitor to the High Court of England and Wales, practicing in the international arena with the law firms of Theodore Goddard & Co. and Herbert Smith & Co. She also served as an attorney in the Office of the Legal Advisor at the Department of State and was a member of the U.S. delegation to the UN working on the first anti-corruption multilateral treaty initiative.  Mrs. Divers is a member of the DC Bar and a graduate of Trinity College, Washington D.C. and of the National Law Center of George Washington University. In 2011, 2012, 2013 and 2014 Ethisphere Magazine listed her as one the “Attorneys Who Matter” in the ethics & compliance area. She is a member of the Advisory Boards of the Rutgers University Center for Ethical Behavior and served as a member of the Board of Directors for the Institute for Practical Training from 2005-2008. She resides in Northern Virginia and is a frequent speaker, writer and commentator on ethics and compliance topics. 

In this episode of the Principled Podcast, host Susan Divers continues her conversation from Episode 11 with Tom Fox, the founder of the Compliance Podcast Network, on the changing geopolitical landscape and its impact on E&C. Listen in as the two discuss how anti-corruption is a key component of ESG, the consequences of compliance in cybersecurity, and the growing interconnectedness of risks. You can listen to Episode 11 here.  To learn more, download a copy of Tom Fox's white paper Never the Same: Five Key Areas in Which Business Will Never Be the Same After the Russian Invasion.    Featured guest: Tom Fox Tom Fox is literally the guy who wrote the book on compliance with the international compliance best-seller The Compliance Handbook, 3rd edition, which was released by LexisNexis in May 2022. Tom has authored 23 other books on business leadership, compliance and ethics, and corporate governance, including the international best-sellers Lessons Learned on Compliance and Ethics and Best Practices Under the FCPA and Bribery Act, as well as his award-winning series "Fox on Compliance." Tom leads the social media discussion on compliance with his award-winning blog, and is the Voice of Compliance, having founded the award-winning Compliance Podcast Network and hosting or producing multiple award-winning podcasts. He is an executive leader at the C-Suite Network, the world's most trusted network of C-Suite leaders. He can be reached at tfox@tfoxlaw.com.   Featured host: Susan Divers Susan Divers is the director of thought leadership and best practices with LRN Corporation. She brings 30+ years' accomplishments and experience in the ethics and compliance arena to LRN clients and colleagues. This expertise includes building state-of-the-art compliance programs infused with values, designing user-friendly means of engaging and informing employees, fostering an embedded culture of compliance, and sharing substantial subject matter expertise in anti-corruption, export controls, sanctions, and other key areas of compliance. Prior to joining LRN, Mrs. Divers served as AECOM's Assistant General for Global Ethics & Compliance and Chief Ethics & Compliance Officer. Under her leadership, AECOM's ethics and compliance program garnered six external awards in recognition of its effectiveness and Mrs. Divers' thought leadership in the ethics field. In 2011, Mrs. Divers received the AECOM CEO Award of Excellence, which recognized her work in advancing the company's ethics and compliance program. Before joining AECOM, she worked at SAIC and Lockheed Martin in the international compliance area. Prior to that, she was a partner with the DC office of Sonnenschein, Nath & Rosenthal. She also spent four years in London and is qualified as a Solicitor to the High Court of England and Wales, practicing in the international arena with the law firms of Theodore Goddard & Co. and Herbert Smith & Co. She also served as an attorney in the Office of the Legal Advisor at the Department of State and was a member of the U.S. delegation to the UN working on the first anti-corruption multilateral treaty initiative.  Mrs. Divers is a member of the DC Bar and a graduate of Trinity College, Washington D.C. and of the National Law Center of George Washington University. In 2011, 2012, 2013 and 2014 Ethisphere Magazine listed her as one the “Attorneys Who Matter” in the ethics & compliance area. She is a member of the Advisory Boards of the Rutgers University Center for Ethical Behavior and served as a member of the Board of Directors for the Institute for Practical Training from 2005-2008. She resides in Northern Virginia and is a frequent speaker, writer and commentator on ethics and compliance topics.  Principled Podcast Transcript Intro: Welcome to the Principled Podcast, brought to you by LRN. The Principled Podcast brings together the collective wisdom on ethics, business and compliance, transformative stories of leadership, and inspiring workplace culture. Listen in to discover valuable strategies from our community of business leaders and workplace change makers. Susan Divers: Hello and welcome to another episode of LRN's Principled Podcast. I'm your host, Susan Divers, Director of Thought Leadership and Best Practices at LRN. Today, I'm continuing my conversation from episode 11 with Tom Fox on the changing geopolitical landscape and its impact on ethics and compliance. If you haven't listened to that episode yet, we highly encourage you to do so. Tom is the founder of the Compliance Podcast Network and the author of the award-Winning FCPA Compliance and Ethics Blog, as well as the Complete Compliance Handbook, which is in its third edition. Tom, welcome back to Principled Podcast. Tom Fox: Thank you, Susan. Susan Divers: Tom, in our last episode, we talked about the impact of the war in the Ukraine on compliance and ethics. And specifically on the challenges that's imposed or brought to the fore for companies and specifically for their compliance teams who hopefully have a real seat at the table in terms of dealing with those challenges and mitigating those risks. But one of the topics that underlies what we were talking about is that of conducting your business in a fair, transparent, and sustainable manner. And I'm really struck by some of the things you were saying about the need to be transparent and the need to walk the walk and talk the talk. Because if you fail to do so, we live in an age of radical transparency and easy access to social media, and moreover, it's the right thing to do. So with that as the background, anti-corruption has long been a focus for regulators. I mean, it's probably defined yours and my careers in a lot of regards. But only recently have some people started talking about it, and you're one and I'm one, as a major component of ESG. Could you explain for our listeners how that works and the role of anti-corruption in ESG? Tom Fox: Sure. So ESG, in my mind, Susan, the power of ESG is that it has brought together disparate strands that have existed in every corporation for some lengthy period of time. But brought them together in a way that someone is looking at them holistically. So, I'll pick on E because that perhaps is the easiest. As a compliance officer, I never looked at environmental issues in our company. That was somebody else's responsibility. Susan Divers: Me either. Right. Tom Fox: Didn't mean there wasn't environmental compliance, but it meant that I wasn't looking at that from the compliance perspective. Now, whether it's the Chief Sustainability Officer, whether it's the Board of Directors, whether there's a Board ESG Committee, somebody's connecting compliance to environmental. And so that in and of itself is, to me, the most powerful reason to have a robust ESG program. But anti-corruption in ESG, in my opinion, Susan, I've always seen it directly in the G. Susan Divers: Me too. Tom Fox: Number one, it's a good governance issue. Number two, it is a Board of Director's issue. Number three, it's illegal and regulatory issue. But now Susan, I'm beginning to see it and have tried to articulate, that I see it in the S component as well as sustainability. Part of it is around one of the topics we touched on our last podcast of radical transparency, that if you do business ethically and in compliance, and if there's a question raised about a supplier, a customer, a distributor, a someone you've done business with in today's era of modern social media, that you can respond to that in a way that won't hurt your business from the public perception perspective. Leaving completely aside the regulatory perspective. So, I see ABC or anti-corruption compliance now, Susan, as directly within the S of ESG as well. And I also see it in the E. So to me, it sort of bleeds across all aspects of ESG and is a key component of a best practices ESG program. Susan Divers: Yeah, and I'm glad you articulated it so clearly for people, because I think there's a tendency perhaps, to silo ethics and compliance and sustainability. And they really are part and parcel of the same thing. And I'm going to quote from your recent white paper in support of that. "As a fundamental threat to the rule of law, corruption hollows out institutions, corrodes public trust, and fuels popular cynicism towards effective accountable governance." And that's, I think, a quote from the U.S. Strategy on Countering Corruption. Can you talk for us and link together how anti-corruption, anti-money laundering, and sanctions all are part and parcel of the same thing and relate to ESG? I think that'd be helpful for our listeners? Tom Fox: So Susan, the statement you read interests me for a couple of reasons. That came out of the U.S. Strategy on Countering Corruption, and it was aimed at national governments, so national governance. And I think it's absolutely correct that corruption, money laundering, all fuel cynicisms towards effective, accountable national governance. But Susan, as you were reading that, it struck me, that is equally true about corporate governance, or the G in ESG. Because violations of the rule of law, corruption, money laundering, they all corroded trust in our corporations, and indeed fuel cynicism towards effective accountable corporate governance. The United Nations estimates that $3 trillion is lost to the global economy annually because of bribery and corruption. The United States Department of Treasury estimates that $2 trillion is lost annually because of money laundry. That's $5 trillion taken out of the global economy that could be used for a wide variety of other ways, reasons to help countries and people that's not available to them. So having an effective anti-corruption and anti-money laundering strategy as well as trade sanctions, I think, are directly a part of ESG. They're certainly all in the G. We've talked about how they relate to sustainability. But money laundering and trade sanctions are as invidious, in my mind, as corruption is. After 9/11, we saw a spike in the first real spike in FCPA cases starting sort of circa '04. And it was said that corruption led to crime, which led to terrorism. And there was really a belief that corruption had a direct line to the terrorism that impacted the United States directly on 9/11. And now we see how corruption leads to erosion of trust in governance. But governance is not just corporate governance, it's democratic governance and democratic institutions. And certainly the Russian invasion of Ukraine put another exclamation mark on that. Whatever Russia is, it's not a democracy. And it is, if you want to see evidence of the invidiousness of corruption, you only need to look at a Russian army, their failures in Ukraine, how they've treated the people of Ukraine all wrapped up in an anti-democratic form. And that all speaks to the G. And when you read that line or that quote from my white paper, it struck me, that really works on multiple levels of governance. Susan Divers: Well, and you raise a good point too, that it's in the corporate governance area because if you... I've said this so many times, but it's worth repeating. If you have a code of conduct and you have training and you have policies, and you have an E&C team, that doesn't mean you have an ethical company, particularly if your leadership is engaging in sexual harassment or they're dealing with people who are banned because they're under sanction or they're violating anti-money laundering controls because it's a big account and they want the commission. That just means that your program is basically window dressing. So for corporations and for E&C professionals, it seems to me that making sure that you're doing business in an ethical, compliant way is part of and parcel of being sustainable. And part of demonstrating that trust that is essential, if you're going to do business effectively, as we've talked about. We talked last time a little bit about how the Biden administration has basically shifted the view of anti-corruption enforcement. And I think that bears reemphasizing, 'cause I thought that was such an interesting point that you raised about that in the last podcast. Do you mind repeating that? Tom Fox: Sure. So in December, 2021, the Biden administration release our U.S. Strategy on Countering Corruption. Once again, this did not come about because of the Russian invasion of Ukraine, but it occurred during the run up to it. And it's one of the things that I think the Russian invasion have put an exclamation point on as to why business will never be the same in certain areas. You and I have been in the anti-corruption field for a long time. As of December, 2021, our fight is now a national security fight. And they elevated anti-corruption and the fight against corruption to a national security issue. When something becomes a national security issue of the United States, that means resources are made available for that fight. The strategy released by the Biden administration was the internal U.S. Government Strategy. It didn't impact our former employers or us today directly. But what it did was say, "The U.S. is going to enhance the global fight against corruption. They're going to work with foreign partners, foreign prosecutors, foreign departments of justice or ministries of justice to bring to justice people who engage in bribery and corruption, people engage in money laundering in a way they haven't done before." Interestingly, there was a section on journalists and the fourth state and a specific acknowledgement that exposes, business exposes by journalists all the way from blood money of the story of Theranos to the Paradise Papers, to the Panama Papers, to the Paradise Papers, all exposed bribery and corruption, all exposed money laundering, all exposed sham corporations, all exposed fraud. And for the first time, we have the U.S. Government saying, "We're going to work to try to encourage good journalism to help expose these, because we can't do all of this on our own." And newspapers have a vital role to play, and reporters have a vital role to play. So, we have the fourth estate now being openly discussed by the United States. We have government agencies that had never concerned themselves with anti-corruption, now being tasked with anti corruption. And I would point you to NATO. NATO's been around most of our lives. No, well, I guess all of our lives. Susan Divers: Yeah. Tom Fox: It's a key component of what I see as U.S. Security interests. But I've never heard NATO and anti-corruption in the same breath before. Well, now NATO is charged with enforcing anti-corruption statutes for its suppliers. It's suppliers are not all U.S. companies. NATO's a 23 member, I think, organization. So any country can have suppliers to NATO. Well, now they have to comply with U.S. anti-corruption laws probably in the form of the FCPA. So, we have a greater scope, a greater reach, we have greater resources in the form of prosecutors or investigators. But the U.S. is acknowledging and saying, "This is part of our overall fight." And in part one of our episodes, Susan and I talked about the Department of Treasury saying that U.S. corporations are a part of the fight against money laundering. Well, I think the Department of Justice has come pretty close to saying that U.S. corporations are a part of the fight against bribery and corruption. And because it's a national security issue, we want you to come to us. We will incentivize you to come in and self-disclose, once again, even if it's within your organization. I think that this means more funds, a wider remit for government agencies that have not had this remit before. And when you start talking about the press as a key part or a key whistleblower within the context of overall whistle blowing programs, I think that's an acknowledgement that is long overdue. Susan Divers: I totally agree with you. And I think it also sort of ups the ante, because when you couple that with DOJ's recent re-emphasis and added emphasis on personal responsibility and liability for misconduct, it's in a sense saying, "If you go out and you bribe or you violate anti-money laundering or you do business with people on the sanctioned list, or you help oligarchs move their yachts, you're not just committing an economic crime. You're doing something that violates the U.S. National Security interests." And I think that's something for boards and executives to really think about, especially in light of the recent absolutely horrible Lafarge cement case where they were bribing ISIS in order to keep their Syrian cement factory open. It's an interesting dynamic. Let's leave that and let's talk about cybersecurity, because that's another major risk area for companies. And it directly plays into the area of sanctions in AML as well as others. What are you seeing in that space as a result of the war in the Ukraine and the risks that's created? Tom Fox: So once again, Susan, cybersecurity, cyber attacks, cyber hacks have been with us for some period of time. I think Target was probably the first one that got the attention of most of us in the compliance community. But certainly within the cyber community, this was well known. But what the Russian invasion of Ukraine has done is, here I have to cite to Brandon Daniels, CEO of Exiger who said, "We are now under permanent non-kinetic warfare.", meaning we are permanently under attack by our enemies in the cyberspace. Every company is subject to attack. It can be a state actor or it could be rogue groups. It could be criminal groups. So, that's sort of point one. We are all under attack now and we have to harden our defenses. But point number two is that what you sort of raise at the end, Susan, you're attacked, you're hacked. You want to get the key so you can unlock your documents. You make a payment. Who are you making that payment to? They're probably not going to say, "My name is Thomas Robert Fox. My bank account at Chase is..." They're going to give you a false name and some sort of drop account that you don't know, or you may not know who the end user is. Well, in 18 months or 24 months, when you get a little knock at the door from the Department of Treasury, which says, "You've just paid ISIS." Or, "You've just paid Russia. We'd like to ask you some questions under oath." The point being that if you don't know who you're paying, you may be paying someone who's on the sanctions list. You may be paying rogue agents or agents rather from Cuba, from North Korea. You may be paying agents from China. And so, cybersecurity is tied to money laundering and trade sanctions because of the potential payments. As a business, you're in an extraordinarily difficult position because you may have not had hardened defenses. And you may be at risk for losing your data or having it put out on the dark web. And that's not going to be an easy choice. But if you make a payment and it's to someone on the sanction list, the U.S. government has made clear, you will be punished for violations of those U.S. laws. And this fall, it's not effective yet, effective March, 2023, Lloyd's of London has announced that they will not honor cyber insurance obligations where the attack was made by a state actor. And typically what companies will do after they're hacked and they have to announce publicly is, they will say, "Well, we were a hacked by the Russian government and there's nothing we can do for it because it was a top military hacking unit in Russia. And whatever defenses we had in place, we couldn't defend us." Well, if you say that trying to cover your backside, you've just lost your insurance coverage. And if you make payments, you're not going to be able to get indemnity and that money back. So, you have to be very careful about what you publicly say now, if you want to have full cyber insurance. It's, here I'm less certain about the answer, Susan. I just know that the questions have become much more important, much more difficult. But you've got to have these conversations in your corporation. You've got to practice hack drill. It's like you and I did fire drills or bomb drills in elementary school. You've got to have a drill, you've got to have a plan in place. You've got to be ready, if you're hacked. You've got to have experts who you can call, trusted advisors, whether they be legal, whether it be technical, whether they be compliance, whether they be cyber, to come in and help you get through such an attack. But we're under... make no illusions that this Russian invasion has unleashed corporate attacks in a way we have never seen before. It's here to stay. And you as a U.S. corporation and U.S. compliance practitioner are going to have to deal with it. Susan Divers: Well, and what you're saying too is a perfect illustration of the interconnectedness, which I don't think we thought in those terms too much in the past. We had FCPA compliance and we had sanctions compliance and trade compliance and AML. We didn't really, at least, I didn't, to confess, sort of think about it as all connected. But if you're basically being held to ransom and it's a Russian or an ISIS hacker, then not only could you violate the sanctions laws, but you could violate anti-bribery laws too, inadvertently. To use a great expression, it's sort of a dog's breakfast in some ways, what compliance officers are faced with. So, what's your advice, because it's a new risk environment and the risks are really big? They're national security risks, they're not just good governance and good business risks. What should compliance officers do? Let's end on a practical note of, how do you actually deal with the situation going forward? Tom Fox: No, I wonder if I should open my door, bring my three dogs back in, and say, "Hey guys, what do you do when I put a dog's breakfast down in front of you?" And they look up at me and say, "Well, we eat it, Tom." It's here to stay. And that means you have to deal with it. It all goes back to risk. What are your risks? Assess your risks. Yes, I understand you have a robust cyber defense protocol. You have a program, you have tested that program, you've run drills on that program. Now, have you done that same with your prime supplier? Have you done that with your Tom Fox vendor who has access to the vendor invoice system so that I can input my invoice into your system for work I do? Have you checked down to that level to make sure that my defenses are hardened, someone using my system can't get in? You have to go through the same exercise you do from a corruption compliance, any money laundering compliance, trade control, and trade sanction compliance. Assess your risk. How do you assess your risk? Where are you doing business? Who are you doing business with? How are you doing business? In all of those manners, are there any gaps in your defenses in those three areas? If you assess those risks and then if you find gaps, weaknesses, material deficiencies, whatever you choose to call them, remediate those. It is a process you have to go through. You can't do it... I'm going to look at our cyber defenses in our third party supply chain this afternoon. You can't do that. It is a process and you're going to have to put work into it. But that's where you get the real results. Because once again, as we found, I think in the supply chain discussion we had, Susan, once you look at those sub-suppliers, who you're doing business with, where they're doing business, and how you're doing business, you may find inefficiencies from the business operations perspective. And you can correct or improve those business efficiencies and make your company more efficient, and hopefully at the end of the day, more profitable, when you began as a program to assess risk based upon a DOJ pronouncement or a DOT pronouncement. But it all starts with recognizing what your risks are. And only you can assess your risks. Susan Divers: And I like too, the way you've mapped it out, because it really, again, comes full circle back to sustainability, that the way you do business is just as important as what business you do. And if you truly keep on top of your risks and really reinvigorate the risk function, that should be, as you've pointed out, a dialogue with the board and with the top management. It shouldn't be a dialogue that compliance and audit and legal are having because it involves the strategic direction of the company. And it also involves the way the company is governed. So with that takeaway, I think this is a conversation we could be having for at least another hour, if not more. But we're out of time. And so Tom, thank you so much for joining us. And your thoughts are so valuable, because I think it's easy in the ethics and compliance field to get fixated on, "How am my rolling out the training? What's my curriculum, how many hotline calls have I gotten?" And it's much more about, how do we actually live in this world? And how do we in fact, conduct business in a way that's ethical, compliant, and sustainable? So you've really taken us to that perspective. And I'm very grateful to you for doing that. Tom Fox: Susan, thank you, and I look forward to continuing this conversation. Susan Divers: Thank you, Tom. My name is Susan Divers and I want to thank you all for tuning into the Principled Podcast at LRN. Outro: We hope you enjoyed this episode. The Principled Podcast is brought to you by LRN. At LRN, our mission is to inspire principled performance in global organizations by helping them foster winning ethical cultures rooted in sustainable values. Please visit us at lrn.com to learn more. And if you enjoyed this episode, subscribe to our podcast on Apple Podcasts, Stitcher, Google Podcast, or wherever you listen. And don't forget to leave us a review.    

As the world emerges from a pandemic mindset, we find ourselves confronting new geopolitical realities with Putin's war in the Ukraine as well as increasingly fraught relations between the US and China. How is this geopolitical landscape changing the compliance landscape? In this episode of the Principled Podcast, host Susan Divers is joined by Tom Fox, the founder of the Compliance Podcast Network and aptly accredited “Voice of Compliance.” Listen in as the two discuss the impact of geopolitics on ethics and compliance, and what issues should be top-of-mind for E&C leaders in the near future. To learn more, download a copy of Tom Fox's white paper Never the Same: Five Key Areas in Which Business Will Never Be the Same After the Russian Invasion.   Featured guest: Tom Fox Tom Fox is literally the guy who wrote the book on compliance with the international compliance best-seller The Compliance Handbook, 3rd edition, which was released by LexisNexis in May 2022. Tom has authored 23 other books on business leadership, compliance and ethics, and corporate governance, including the international best-sellers Lessons Learned on Compliance and Ethics and Best Practices Under the FCPA and Bribery Act, as well as his award-winning series "Fox on Compliance." Tom leads the social media discussion on compliance with his award-winning blog, and is the Voice of Compliance, having founded the award-winning Compliance Podcast Network and hosting or producing multiple award-winning podcasts. He is an executive leader at the C-Suite Network, the world's most trusted network of C-Suite leaders. He can be reached at tfox@tfoxlaw.com.   Featured host: Susan Divers Susan Divers is the director of thought leadership and best practices with LRN Corporation. She brings 30+ years' accomplishments and experience in the ethics and compliance arena to LRN clients and colleagues. This expertise includes building state-of-the-art compliance programs infused with values, designing user-friendly means of engaging and informing employees, fostering an embedded culture of compliance, and sharing substantial subject matter expertise in anti-corruption, export controls, sanctions, and other key areas of compliance. Prior to joining LRN, Mrs. Divers served as AECOM's Assistant General for Global Ethics & Compliance and Chief Ethics & Compliance Officer. Under her leadership, AECOM's ethics and compliance program garnered six external awards in recognition of its effectiveness and Mrs. Divers' thought leadership in the ethics field. In 2011, Mrs. Divers received the AECOM CEO Award of Excellence, which recognized her work in advancing the company's ethics and compliance program. Before joining AECOM, she worked at SAIC and Lockheed Martin in the international compliance area. Prior to that, she was a partner with the DC office of Sonnenschein, Nath & Rosenthal. She also spent four years in London and is qualified as a Solicitor to the High Court of England and Wales, practicing in the international arena with the law firms of Theodore Goddard & Co. and Herbert Smith & Co. She also served as an attorney in the Office of the Legal Advisor at the Department of State and was a member of the U.S. delegation to the UN working on the first anti-corruption multilateral treaty initiative.  Mrs. Divers is a member of the DC Bar and a graduate of Trinity College, Washington D.C. and of the National Law Center of George Washington University. In 2011, 2012, 2013 and 2014 Ethisphere Magazine listed her as one the “Attorneys Who Matter” in the ethics & compliance area. She is a member of the Advisory Boards of the Rutgers University Center for Ethical Behavior and served as a member of the Board of Directors for the Institute for Practical Training from 2005-2008. She resides in Northern Virginia and is a frequent speaker, writer and commentator on ethics and compliance topics.  Principled Podcast Transcript   Intro: Welcome to the Principled Podcast, brought to you by LRN. The Principled Podcast brings together the collective wisdom on ethics, business and compliance, transformative stories of leadership and inspiring workplace culture. Listen in to discover valuable strategies from our community of business leaders and workplace change makers. Susan Divers: General Pete Schoomaker made a remark some years ago that's always stayed with me. He said, "People like to think that life is an opera that unfolds over several acts, but it's really a rodeo. You never know what's coming out of the shoot." So much of the ethics and compliance sphere clearly demonstrates the truth of the general's remarks, especially recently. LRN's last two program effectiveness reports focused specifically on the impact of the pandemic on ENC programs. Now we have the war with Russia in the Ukraine and increasingly fraught relationships with China. How is the geopolitical landscape changing the compliance landscape? Hello and welcome to another episode of LRN's Principled Podcast. I'm your host, Susan Divers, director of thought leadership and best practices at LRN. Today, I'm joined by Tom Fox, the founder of the Compliance Podcast Network and aptly accredited Voice of Compliance. In addition to his 30 plus years of legal experience, Tom is the author of the award-winning FCPA Compliance and Ethics blog, and The Complete Compliance Handbook now in its third edition, which is by far the best source for best practices in one place about ENC programs. We're going to be talking about the impact of geopolitics on ethics and compliance and what issues should be top of mind for ENC leaders in the near future. Tom, welcome. Tom Fox: Susan, thanks. I have wanted to be on this podcast for a long time. I particularly enjoyed your reference about rodeos because in the great state of Texas, that's a college sport, rodeoing, so lots of rodeos and it's certainly an apt metaphor for what we're going to talk about today. Susan Divers: Well, great, Tom and I really appreciate the opportunity to have any conversation with you, but particularly on the podcast. So Tom, first, generally, how do you see the ongoing war in the Ukraine as disrupting trade and the rules, both formal and informal, that have governed the world for the last 20 years and is the World Economic Forum vision of trade now dead? Tom Fox: Susan, in addition to the rodeo metaphor you gave us, the most prescient comment I heard during the COVID-19 pandemic is that we've moved from disaster recovery to business interruption to, excuse me, to business resiliency, to business as usual. Literally now, we can have a weather event, we can have an economic event, we can have a geopolitical event, we can have any event and the requirement of a company is how do you respond? How do you respond tomorrow? Have you planned for this? I think the type of thing that we saw with the Russian invasion, as tragic as that was, it's one more, it's just an event and we're going to talk about that in some detail. But every company has legal, ethical and business obligations around that event. I was also particularly struck by your reference to the World Economic Forum, and when I read that, it put a frown on my face. And it put a frown on my face because the World Economic Forum, in my mind, has been one of the biggest leaders for the global economy. Since at least 1990 when I started paying attention to a global economic framework because I was in the energy industry and began to think about these issues on a global basis, the World Economic Forum and their symposiums, their position papers and really their raison d'etre was to talk about a global economy. Although I certainly thought we would have regional conflicts, as we have always had, I never thought we would, I guess my hope was that the global economy would help drive us towards a more integrated global community and that we wouldn't be put near a brink again of a global conflict. I don't pretend to say that's where we're going in Ukraine, but when you start talking about tactical nuclear weapons, that's a conversation we haven't had in this country since the '60s with seriousness. The World Economic Forum, the world they envision, the world you and I grew up in professionally, I think that world is gone. We're moving to something else. I use the Russian invasion of Ukraine really as an ending point or an exclamation mark on trends that we have seen percolating probably 10, 5, 3 years that accelerated extraordinarily greatly in the COVID-19 pandemic up to the war in Ukraine and the disruption that that has caused really impacts businesses, and this is going to be something, I think, we're going to have to deal with literally on an ongoing basis forward. Lots, really, to unpack there, but I do have to acknowledge you for pointing out it was really the World Economic Forum that has led, I thought, the charge for a global economy and globalization and unfortunately, I think that world is now dead. Susan Divers: I hear you and I feel the same way about the Forum. LRN participated in it quite actively until fairly recently, and the Forum really did an excellent job of helping global leaders cooperate, frame some of the rules and the practices. Maybe when the current situation resolves itself one way or another, there'll be an opportunity to do that again. But getting a little bit more granular at this point. You've written about the impact of the Ukrainian war on the supply chain and certainly for business that's one area where the rubber really hits the road. Can you explain that a bit to our listeners? Tom Fox: Sure. The Ukraine War, the Russian invasion of Ukraine, as I said, put a exclamation point on this. One of the key disruptions from COVID-19 was indeed supply chain. Here, I think for the first time, Susan, we started to look at geography as a risk. Geopolitical risk has been known for quite some time, but with the COVID-19, we have the swaths of the world that were unavailable to us because of the pandemic. As the pandemic raged through China and moved to India and moved to Africa, large parts of the global supply chain were literally shut down completely and they couldn't get back up, couldn't get running again. We saw, from COVID-19, a geographic risk that we have perhaps not considered as much before. This is different than an island that may worry about climate risk or flooding or fires in California or something like that. We had real geographic risk. The Ukraine War really put an exclamation mark on geopolitical risk. What is the risk? What was the risk in 2019 of Russia invading Ukraine? Certainly there were discussions at the highest level of our government. Frankly, I don't think you and I, wasn't on our radar. Maybe if you read foreign policy, it was on your radar, but for the business practitioner, from the compliance professional, I don't think we were thinking about a Russian invasion and what that might do to either our supply chain or business partners or customers. Well now, if the Ukrainian grain cannot be put in the global food supply chain, that's a huge disruption. The question that I thought about is what would be the effect of the disruption of the global food chain on one of our former employers, Aecom, Halliburton, businesses that you and I have both been involved with, but we don't think of as having perhaps a food risk. Nevertheless, if grain is not available, what do those types of risks mean for employees in allegedly or apparently unrelated companies? Companies have to start thinking about these kinds of things in ways that we haven't done before. I did a podcast earlier this week where someone said, "Look, the issue now is China and Taiwan." And he was absolutely right. That could be a military issue, could be a geopolitical issue. 82% of US semiconductors are made in Taiwan. That's a huge issue. Let's go back to our former employers who are now heavily invested in tech and actually use semiconductors as part of their manufacturing process. They're going to be impacted, let alone the US semiconductor industry and the US computer industry. That is something now that we have to consider. Are there any other geopolitical conflicts that could erupt, which might negatively impact our supply chains? And when I mean negatively, I mean you can't get your supplies out of those countries, whether it's a raw mineral, whether it's a extractive mineral, whatever it may be. Those types of issues now are more front and center than they ever have been. From the business perspective, Susan, supply chains, since at least the late '70s or early '80s, the primary goal was efficiency. That was generally translated to just-in-time. It was seen because of the experience in the '60s where particularly in the auto industry, you had lengthy supply chains and actually large number of parts piling up in warehouses that was deemed to be inefficient. They wanted it just before they needed it. That led to just-in-time. That led to one or two suppliers. We found that sole suppliers or sole plus one suppliers has a risk. That risk is, if they're in a geographic area that's wiped out by COVID, if they're in a geopolitical area that is no longer available to us, then we, as a company, have a problem with our supply chain. Certainly there are many industries that have been offshored outside of the United States. From our industry and service, or rather service industry folks like us, to manufacturing, to everything in between. That is now trying to be reshored on American soil. Can we do it? Yes. Can we do it tomorrow? Probably not. Can we do it in time for Christmas? Probably not. We're going to have to retrain, we're going to have to retool. We may have to allow greater immigration to get people in to do those jobs and it brings up an entire series of questions. It brings up economic questions. How much more is it going to cost to reshore? How much more does it cost and pay an American wage as opposed to a Philippine, Bangladeshi or other wage? Or you name the country outside the United States where the wages are disparate. All of those issues are now in play in a way that certainly they were percolating around and percolating along in the second half of the last decade. COVID-19 accelerated those conversations, particularly around just-in-time and sole source suppliers. But now, I don't know how much of the globe Russia consists of. I think at one point, it was 12%. That's not available to us as a supply chain partner now and Russian partners are not available to us as supply chain partners. Now, what happens if China is not available to us as a supply chain partner or Taiwan because of an armed conflict with China. How is that going to play? Or can we even get semiconductor chips out of Taiwan if they're in an armed conflict with China? All of these issues are now front and center and I think every company has to be looking at their supply chain, who's in their supply chain. Then obviously, this ties into things that were not deemed to be connected to all of these issues before, such as conflict minerals. Conflict minerals required you as a company to determine or any of the minerals you're buying, the four Ts, I think, coming out of countries primarily in Africa under conflict. This was the first time companies had really taken a deep dive, not to their direct suppliers, but to their sub-suppliers and they found out we don't exactly know who all of our sub-suppliers are. Obviously the Uyghur Forced Labor Prevention Act has huge impact on supply chains and hopefully, we can talk about that at some length in a little bit, but all of these issues on supply chain, it's elevated the discussion of the corporate supply chain, I hope, to where it properly belongs, in the board of directors level. But for the people that we deal with, the CCOs and compliance professionals, I think it should be a part of an equal conversation because what are the risks? I was going to say implications, but what are the risks of moving your supply chain, reshoring it? It's a change so the risks change. It may not be an FCPA risk because you may be in the United States, but almost every state in the US has an anti-corruption law and a state anti-corruption law. I had to look at it one time, 37 states do. That's not that you can't bribe our state government officials, every state says that, but 37 with regular commercial private or private anti-bribery laws. When was the last time you, as a compliance professional, had to assess that issue, that risk? Lots of new risks and you, as a compliance professional, need to be a part of those discussions so you can begin preparing your corporation for those eventualities. Susan Divers: Well, that's a perfect example, or I should say it's an example on steroids of how you have to respond to the risks that face you today and hopefully, tomorrow, try to look around corners. I remember, I think it was in the 2020 guidance that DOJ put out. They said that you can't let your program be a snapshot in time or go on cruise control. That's one of the biggest traps I see people fall into. You ask them what their risks are and it's kind of like what the risks were last year. With this environment and with what you just outlined in terms of supply chain, there's going to be a lot for compliance teams to do. How should people be addressing that right now? I know we'll talk later about sanctions and anti-money laundering being the new FCPA as Deputy Attorney General Monaco said recently, but what's your advice today in terms of how to think about those risks? Tom Fox: Susan, you hit it exactly on the head. Assess your risks when your business changed. You reference the 2020 update to the Evaluation of Corporate Compliance Programs. That's where the first time the Department of Justice formally said, it's not an annual risk assessment. It's not a biennial, all-encompassing $100,000 risk assessment. It's an assessment when your business changed. The beauty of the timing of that statement, it was June, 2020, everyone's risk had changed because we were working from home. It didn't mean your risk increased or decreased, they changed. How do you assess working from home or how did you assess working from home from a compliance perspective? Once you made that assessment and then you found there were actually new risks, then you had to put a risk mitigation strategy in place, then you monitored that strategy to determine its effectiveness and then you used that information to upgrade your compliance program. The formula is in place for all of these things, but it starts with exactly what you said, Susan, assess your risks if your business has changed and everyone's business has changed literally, particularly in the supply chain. You've got to know who your suppliers are. From the business perspective, who can supply us is paramount. Pricing is going to be paramount. But from the compliance perspective, where are they getting those? If you're a clothing manufacturer, how many of your suppliers are coming out of Bangladesh and how many of those suppliers are violating any sort of fair trade or human rights laws? Even what's the safety, as we know from the Plaza collapse a few years back in Bangladesh. You have to know who's in your supply chain to a level and degree that you didn't previously think about unless you were in conflict minerals. But the beauty of that is that if you make that assessment down into your sub-suppliers from your supply chain, you as a business will be stronger. You will see, number one, if there are inefficiencies in our supply chain, but two, if there's a disruption, you'll be able to mitigate that if a disruption occurs because you can move to another supplier because you know where the parts are coming in from and hopefully, you'll be able to have prior knowledge or planning around that. But think of a weather event. In 2021, I was living in Houston. It hit seven degrees. That was the first time we'd had single-digit weather in Texas since 1890. Well, we can't prepare for that, yeah! This is a town that had gone through two 500-year floods and 1,000-year flood over the past 18 months. We had a wildfire north of Houston. We'd never had a wildfire in Houston, Texas in my lifetime. All of that's to say is that things have changed. I don't pretend to say I know which way it's going, I just know that you have to be there. You have to have assessed those risks and have a plan in place if you can't utilize all the way down in your supply chain, but that gives you the opportunity to be more business efficient and if a catastrophe does occur, you're more quickly able to respond. Starts with a risk assessment, put a risk management strategy in place, monitor that strategy, and then improve your compliance program as information becomes available to you. Susan Divers:I totally agree with that, Tom and I want to relate it back a little bit to a point you raised earlier too, which is this gives you an opportunity to make sure that you're dealing with ethical sub-suppliers and that your whole supply chain meets spec. I think I've seen in the past, in my long years as an ethics and compliance lawyer, and before that as more of a specialist on FCPA that a lot of times, people don't know who their sub-suppliers are and the first they find out is when there's fraud or potential bribery issue or diversion or a theft of intellectual property. It does give you an opportunity to get a more solid grip on your suppliers and make sure that they are the right people that you're dealing with. Let's turn from that, which is I think a very good segue to the issue of economic sanctions. There's really been a quantum leap in that area, even it was starting before Russia, I think, with the sanctions on Huawei and the heating up of tension in the US-China relationship, but now it's on a completely different level and that really, I think, has to be top of list for companies when they review their ENC programs. Can you talk about that and give us some guidance? Tom Fox: Sure. Once again, Susan, let me use the Russian invasion as the exclamation mark because under the Trump administration, we saw an exponential increase in the use of trade and economic sanctions. I had several friends in that space and every once in a while, I'd email them, "Well, we had three changes today. What do you expect this afternoon?" The point being that the prior administration saw those as legitimate and important tools for US national security. That has only increased now on steroids because of the Russian invasion. What the Trump administration's use of those tools did was it elevated the discussion of the trade compliance director in a corporation to the board of director level. It may have elevated them within the compliance function or generally within the C-suite because people now had to call trade compliance and say, "Anything new today?" Well, the sanctions that have come out after the Russian invasion have been all encompassing. Now, I looked before this podcast, I think we're on our seventh round of sanctions and more to come. That's seven rounds from the United States. That doesn't even count the UK and Western Europe who have equally sanctioned Russia. Many US multinational companies are also subject to UK or EU trade sanction directives. You need to be cognizant of those. But the current trade sanctions that have been levied, and when I say there's still more to come, we haven't gotten to the nuclear option, which is secondary sanctions. If we get to secondary sanctions, that's an entire level of trade and economic sanctions literally that we have not seen since World War II. Discussion though, around trade sanctions, and once again, I've talked to several of our colleagues who have that as their specific compliance remit and their specialization is they now feel elevated within the corporation. They feel that the issues they've been dealing with, their professional careers are now being discussed literally at the board of directors level because of these huge potential fines and penalties, the huge visibility. As important as these legal restrictions are, Susan, it's actually the reputational damage. Just think about the companies that either drag their feet about leaving Russia or were slow or less than somebody's idea of we need to be out of there. They were excoriated in the press for doing business in Russia after this invasion. Those conversations have largely on by the wayside because I think most US companies are out of Russia now, but the reputational damage for the violation of trade sanctions or even some sort of norm or standard now costs more than perhaps even the finer penalty would've cost. It's really a huge change for our colleagues. It's an important change because now, those issues are being evaluated together with supply chain at the board level in a way they have not been previously evaluated. You may now need to look, you need to call your trade director of trade compliance about issues in your supply chain. You need to call your director of trade compliance about where are we doing business? How are we doing business? Who are we doing business with? Who's our customer base? Are we selling with commission sales agents, company employees or distributors? If we're using distributors, are they reselling our products into Iran? Are they reselling our products into a country that's exporting to Russia? All of those issues now, I think, are being discussed at the highest level of a company. But for me, Susan, the real beauty of this discussion is finally, I think, the silos are coming down within a corporation and you're seeing a much more holistic approach to many of these issues that we'd not seen previously. Once again, if I could go back to the DOJ's June, 2020 update to the Evaluation of Corporate Compliance Programs as presaging all of this, they said in that document compliance must have access to all data silos within a company because compliance needs to know what everyone's doing so compliance can do its job. Well, that turned out to be true, but it turned out to be true much broader. I think the DOJ was onto something when they said that, and I think now, companies are realizing you have to have this holistic approach. Trade sanctions and export control sanctions are here to stay. The other insight from the Trump administration use of them and the Biden administration use of them is they're administration agnostic. They're not going to go away and if 2024, we have a Republican administration, they are probably going to continue those and they're not going away. If there's a Democratic administration, they're not going away. They're probably going to continue those. Sanctions, trade sanctions, export control sanctions are here to stay. They're probably going to get more robust. And until Russia pulls out of Ukraine, I think companies have to take these very, very seriously, both for a potential legal finer penalty, but even more important is in the commerce or the business place of public opinion. Susan Divers: I totally agree with everything you've said and you've made a very articulate vision of what a major challenge is for compliance teams. The only thing I would add is, it's interesting to me, that this can affect small and medium-sized companies that don't think in these terms and may not even really be very sophisticated. When I was looking a couple of months ago, I came across a case involving a false eyelash manufacturer who was importing what turned out to be false eyelashes that sourced in North Korea. I mean, it was a Chinese supplier, but the sub-supplier was North Korean and they got in trouble. As you know, it doesn't really matter if you don't know. That's no defense and they paid a fine for that. It was a good reminder that trade sanctions can affect everyone and that you really, hopefully, have to have that on your radar. Let's take an interesting topic off of this, which is have the enhanced sanctions started to really impact whistleblowers? I mean, we know that FCPA enforcement has certainly inspired a lot of whistleblowers, as well as SOX and other areas such as that. But what about trade sanctions and what about AML and what we're seeing? Tom Fox: That's been, I don't want to say it was an unintended consequence, but one of the most interesting outcomes or aspects of the Russian invasion. For the first probably 30 days, the most ubiquitous picture of the Russian invasion was a yacht steaming away because it was a Russian oligarch's yacht and they were trying to steam to a port where the US couldn't come in and forfeit them because of trade sanctions and sanctions put on the Russian oligarchs. But here's what happened. On January 1st of 2021, US Congress overrode President Trump's veto of the National Defense Authorization Act. In that bill, there was something called the AML law of 2020. The AML law of 2020 was the first update to our anti-money laundering laws and trade sanctions laws since the Patriot Act passed in the wake of 911. As part of that change, a bounty program for whistleblowers was put in place similar to the SEC bounty program put in place in Dodd-Frank. That Department of Treasury money laundering or anti-money laundering bounty program applies to those Russian yachts because if a yacht is seized and sold, the person who reported it can be eligible for up to 30% of the proceeds of that sale. This created an entire cottage industry of marine yacht hunters who knew and they are working with law firms to actively, and when they find one in a port that the US can get jurisdiction over, these law firms notify the DOJ and then the DOJ does whatever they need to do to try to get seizure of that yacht in a foreign country. That was viewed as hugely popular and the American public is cheering them on in a way whistleblowers have never been cheered on in our lifetimes. I remember I interviewed a woman whose law firm specializes in whistleblowing and I said sort of in an offhand manner, "Are you telling me that whistleblowing is sexy?" Her response is, "You mean, it hasn't always been that way?" No, it hadn't. But now, it was seen as directly in the interest of the United States, particularly our national security for these whistleblowers to come forward. As important as whistleblowing is to the SEC, I don't think it had ever been considered a national security issue. That ties to what the Department of Treasury has announced publicly that they expect US corporations to be in on the fight of trade and economic sanctions and money laundering by self-reporting. I had had a little trouble tying self-reporting of your own violation to the fight against national security. But what the Treasury Department argued was, come to us, tell us if you find people within your organization violating trade sanctions or economic sanctions and we'll give you credit for that, that may be a declination up to it, including a declination. The DOT has truly tried to incentivize companies to be a part of this fight and that is now the same for whistleblowing. Whistleblowers are now seen. There's one other document called US Strategy on Combating Corruption, which came out in December, 2021. In that document, the Biden administration pointed to whistleblowers as a component of the fight against bribery and corruption, which that document elevated to national security status. Now, we have whistleblowers who before the Russian invasion, certainly were a part of the legal landscape and part of the compliance landscape, but now they're being told, you are a part of our national security interest and you are a part of our national security fight and if you bring us this information in the form of blowing the whistle, you will be rewarded. The US public is saying, you go. You go find those yachts. You go find those people who are doing business with those that are not in the national security interest of the United States and we'll support that. That's, in my mind, just a huge psychological change. Susan, I know you have written and said more about whistleblowing and how to treat whistleblowers than about anybody and I know this is something that you've been talking about for a long, long time, but I really see this as a true shift in the way whistleblowers are thought of in the United States. Susan Divers: Well, I'm glad you brought that point out because I think that's true. Tying it furthermore to the impact of corruption on national security, I think is an idea whose time has come and we're going to do a whole other podcast on that as part of this series so I won't get into it a lot. But the concept of corruption as a victimless crime has been around as long as I've been practicing, which is a long time. It's not a victimless crime. I don't need to convince you. But it basically corrodes good governance, it corrodes social structures, it makes it harder for the poor. I mean, if I can go bribe my way, get a MRI ahead of everybody else in some less developed country, I'm jeopardizing the other people who can't afford that in that country and I'm also corroding ethics and good governance, but it hasn't been seen that way in the past, either by the government really or in the corporate community, and so we'll get into that more in the next podcast. But that's fascinating to tie the whistleblowing into that and it has the additional benefit of being true, if you will. I have to say, I love the image of the yacht hunters. It's one of the first things I read when I open The Wall Street Journal in the morning to see if there's some oligarch's yacht that's being towed away or whatever, but it's definitely an idea whose time has come. Tom Fox: For those of you who think our ever new ideas, I think if you look back in history, that was called piracy and or rading by English- Susan Divers: Letters of marque. Tom Fox: Yes, exactly. Letters of marque. It's an old concept, but it's equally valid today. Susan Divers: Well, let's close off this session because we're going to do another podcast and talk more about anti-corruption and sustainability. But one of the things I was curious about is how does all of this tie in to the level of transparency that we're seeing in international trade, in commerce? Our chairman of the board, Dov Seidman, whom I know you know of and know has written a lot in the past about radical transparency and how does that tie in to what we've been talking about? Tom Fox: Susan, let me go back to 2015 and the Volkswagen emission testing scandal. I read a speech by the head of the German Manufacturer's Council, so the German trade group for manufacturers. In that speech he said, "The answer is compliance and transparency." One, be in compliance, but two, be transparent about it. That is how we, as a German industry, will get through this. Volkswagen has done what they've done. We can't stop that or do anything about that, but we, the rest of German manufacturing, can be in compliance and can be transparent about that compliance. That really struck me at the time and it stuck with me since then. The transparency, the radical transparency that Dov talks about is even more important in 2022 because of things like the Business Roundtable Statement on the Purpose of a Corporation. How many stakeholders are there now? Previously, there have been only shareholders, but now you have multiple stakeholders. It can be your employees, it can be your third parties. It can be those localities where you do business and that's where that radical transparency is so critical because they may not own shares and they may not be able to vote, but they can vote with their pocketbook. The radical transparency allows you to demonstrate to stakeholders who are going to vote with their pocketbook that we do business ethically and we are in compliance, and that you can and should do business with us because our values are what your values are. That's, to me, the power of radical transparency and it's the ability to demonstrate to those who are not regulators. Because remember, if you're fined for a regulatory violation, that's seen as a below the line sunk cost. Just the cost of doing business. Tell me how much my fine is and I can reserve for it, whatever it is. What I cannot reserve for is if 5, 10, 25 or 50% of my customer base chooses not to buy my products because I've been found to have violated sanctions or I've been found to have used Uyghur labor in product site sourced out of China, or you name the issue. That's not a bottom line cost. That's a top of the line cost. That's a cost you can never get back because you can't reserve for non-sales. It's a cost you can't anticipate, you can't reserve for, you can't mitigate the risk because once you don't have sales, you don't have sales. To me, that concept of transparency, that concept of doing business ethically, in compliance and that concept of radical transparency all really protects you and allows you as a corporation to say, "This is what we stand for. This is why we're proud to sell a product to you and hopefully, you're proud to buy a product from us." Susan Divers: Well, you're right and that really tees up the heart of sustainability. Sustainability isn't one giant checklist after another. It's what are we really doing and how are we doing it? What you're also saying too is, and it ties with things Dov said in the past, that we live in an age of radical transparency where anyone can go on Twitter, I guess, if they pay the $8 now or post on Facebook or Instagram or wherever and expose concerns. And with the incredible increase in sanctions and money laundering controls, it's just a further reason, if anyone needed one, why you have to get your house in order and you have to make sure that you are dealing with those risks effectively and of course, walk the walk as well as talk the talk. We are running out of time, unfortunately, but I'm excited to mention again that we're going to continue this conversation in an upcoming podcast. It's been such a pleasure having you today, and I know we could keep talking for another couple of hours, but we'll have further opportunities in the future. Tom Fox: I always have way too much fun when you and I sit and chit chat, whether it's over a lunch, a coffee, or a podcast, so thank you, Susan. Susan Divers: Oh, I feel the same way, Tom. My name is Susan Divers and I want to thank you all for tuning into the Principled Podcast by LRN. Outro:  We hope you enjoyed this episode. The Principled Podcast is brought to you by LRN. At LRN, our mission is to inspire principled performance and global organizations by helping them foster winning, ethical cultures rooted in sustainable values. Please visit us at lrn.com to learn more. And if you enjoyed this episode, subscribe to our podcast on Apple Podcasts, Stitcher, Google Podcasts or wherever you listen. And don't forget to leave us a review.  

Find out more on our website: https://bit.ly/3tSqaJZ Corruption is a term increasingly used in political discourse and international relations. But what does it really mean, and can understanding the world through the lens of corruption reveal anything new? This webinar will look across the world from Afghanistan to Ukraine, examining concepts such as state capture and strategic corruption, and discuss the role of London as a centre for corrupt capital. It will conclude by analysing global leadership on tackling corruption, and where that might be heading. Speaker: Robert Barrington is Professor of Anti-Corruption Practice at the Centre for the Study of Corruption, University of Sussex. His research focuses on global corruption trends and corruption in developed economies, and he lectures on the Masters in Corruption & Governance. He was formerly the head of Transparency International (TI) in the UK, and is currently Chair of TI's International Council. At TI, he led the campaigns to secure the Bribery Act, a national Anti-Corruption Strategy for the UK and the introduction of Unexplained Wealth Orders. Previous roles include Director of Governance & Sustainable Investment at F&C Asset Management, overseeing Europe's leading ESG funds, and CEO (Europe) of the Earthwatch Institute in Oxford. Robert is a member of the ICAEW's Corporate Governance Committee, and has been a long-term adviser to the UK government on subjects including the Bribery Act, export credits and the post-Brexit procurement regime. Publications include a new book on ‘Understanding Corruption', ‘How to Bribe', ‘Adequate Procedures – Guidance to the UK Bribery Act', and ‘Corruption in the UK'. He holds a degree from Oxford University and a PhD from the European University Institute.

In this Special Edition of the Financial Crime Weekly Podcast we look at the corporate offence of failure to prevent bribery under section 7, Bribery Act 2010 which has been in the news recently following the Coca-Cola bribery scandal - where Coca Cola was the victim of bribery-induced 'fresh air' contracts - but also more recently with the charges brought against Glencore for alleged bribery in the conduct of its oil business operations.Additionally, the podcast also looks at the role which Deferred Prosecution Agreements have in this area and how they can be used as an alternative to prosecution by the relevant prosecuting authorities. The podcast explains their operation and offers reflections on the advantages and disadvantages of their use.

For years, financial regulators in the US have urged banks and other financial institutions to experiment with new products to help combat money laundering and other illicit financial activity. And they have increasingly done so. So, why the enthusiasm for automation in anti-money laundering practices? Also on this week's podcast: the UK bottling businesses that found themselves on the wrong side of the Bribery Act. The take-away from it all wasn't just that managers should watch out for corrupt behavior, but that if they don't enforce and promote their internal safeguards, they could wind up in court.

As Tom records from an undisclosed location, he and Jay are back to take a look at this week's stories top compliance and ethics stories which caught their interest on This Week in FCPA in the Live from Portland edition. Stories Tom takes up the call for Design Thinking to be used in compliance. Part 1-the steps in design thinking. Part 2-using design thinking to operationalize compliance. Part 3-into your compliance program. I screen, You screen, We all screen (but not for ice cream). Szilvia Andriasik in the FCPA Blog. The pandemic redefined the role of the GC. Did it do the same for the CCO. Abbott Martin and Rosie Griffin in How to train managers in COI. Jeff Kaplan in COI Blog. The Bribery Act at 10. Neil Hodge in Compliance Week (sub req'd) Expanding your DD horizons for ESG. Alek Chance In Navex Global's Risk and Compliance Matters. Upgrading your compliance program in 5 steps. Joe Murphy in Compliance Week (Sub Req'd) Is your training sticky? Gio Gallo in CCI. Using data analytics to uncover anomalies. Jessica Ellsworth in CCI. Internally communicating about cyber security issues. Davis Polk lawyers in the Harvard Law School Forum on Corporate Governance. Podcasts and Events Career Can Do, the latest edition to the Compliance Podcast Network, premiers this week. Recruiting guru Mary Ann Faremouth discusses all facets of the hiring process. In Episode 1, she interviews Jessica Levine. In Integrity Through Compliance, AMI's Dionne Lomaxspeaks with Joe Miller, the co-chair of Mintz Levin's antitrust practice. They focus on recent developments in antitrust compliance — specifically, compliance with government consent decrees and what might be occurring behind the scenes at federal enforcement agencies once a company has settled antitrust charges. This week on Greetings and Felicitations, Tom is joined by Ben Locwin to look at some of the science behind Star Trek, the Original Series. Mirror Mirror and Transporters, Where No Man Has Gone Before and Phasers; The Naked Time and Warp Drive; Tomorrow is Yesterday and Black Holes, White Holes, and Wormholes; and Journey to Babel and the Medicine of TOS. A new month on The Compliance Life! In July I visit with Asha Palmer, CECO at Convercent. In Episode 1, from Claire Huxable to the DOJ. In Episode 2, ‘What do you think about Abu Dhabi?' The tables are turned on Tom by the Brothers Gallo and Jason Mefford as they interview him for their respective pods. Nick and Gio on The Ethics Experts. Jason on Jamming with Jason. The Compliance Handbook, 2nd edition is released. Learn about it here. Purchase it here. Tom Fox is the Voice of Compliance and can be reached at tfox@tfoxlaw.com. Jay Rosen is Mr. Monitor and can be reached at jrosen@affiliatedmonitors.com. Learn more about your ad choices. Visit megaphone.fm/adchoices

Sherbir Panag is the chair of Panag & Babu, an internationally acclaimed and highly respected Compliance and Investigations Practice.  Sherbir's experience in defending multinational companies and conducting internal investigations in matters involving criminal and regulatory proceedings has earned him the reputation of a "brilliant lawyer" and an "amazing problem solver". These matters have involved allegations of bribery and other misconduct under Indian and foreign anti-corruption laws such as the U.S. Foreign Corrupt Practices Act, U.K. Bribery Act; financial and regulatory fraud; procurement fraud; infrastructure fraud; violation of sanctions laws; and violation of corporate governance and corporate policy norms. Today's episode is a deep dive into corporate white-collar crime, compliance, and governance issues by one of the best experts in the field. Topics discussed in this episode: Sherbir's background and the work Panag & Babu is doing How legal systems and law practice have evolved in India over time How disruptive economic events lead to corporate criminal misconduct and changes in compliance policies and procedures India's approach to money laundering cases compared to other countries Reasons behind the low rate of global white-collar crime convictions The awareness shift on compliance and governance matters that's occurring among corporate leaders Practical advice for senior and corporate management.

Hinfi Language. Bed time stories #panchatantrastories #akbarbirbal #stories #kids #vikrambetal #jatakastories

Compliance executive and board and executive advisor Tiffany Archer of Panasonic Avionics shares how her study of psychology underpins her approach to ethics and compliance; what the differences are between diversity, equity, and inclusion, and why those distinctions matter; and how a company needs to look “below the iceberg” to find its true culture.   “It’s critical that we take time to get to know and understand our employee base, to uncover their values and beliefs that underlie they behaviors. When you’re armed with that information, you’re able to stand up meaningful, relevant, and actionable plans to advance an organization’s diversity, equity, and inclusion initiatives.” - Tiffany Archer   Tiffany Archer is a board and executive advisor, ethics and compliance officer, regulatory attorney, and D&I nonprofit advisory board/faculty member with 18+ years in Fortune 500 companies and AmLaw 100 law firms. Today, she is on the compliance leadership team for Panasonic Avionics Corporation, the global leader for in-flight entertainment and communications, providing solutions to 300+ airlines. At PAC, Tiffany, a strategic and practical business leader, is the lead ethics and compliance attorney for the Americas and Europe. Tiffany has been a compliance lead for teams up to 500+ internal stakeholders (Audit, Finance, Trade Compliance, IT, and HR), outside counsel, and vendors. She has led the design of global compliance programs impacting 10+ countries, as well as cross-border internal investigations. Her focus includes the Foreign Corrupt Practices Act (FCPA), Anti-Money Laundering (AML), Bank Secrecy Act (BSA), U.K. Bribery Act, and Anti-Kickback Statutes. As part of her regulatory relations and enforcement actions work, she has developed legal strategies and navigated inquiries from DOJ, SEC, FDA, FINRA, OFAC, and others. Tiffany is a co-chair of NYCBA’s General Corporate Ethics and Compliance Sub-Committee, and a member of NYCBA’s Compliance Committee. She was a 2020 Finalist in Compliance Week’s Excellence in Compliance Award for Anti-Corruption and featured in Modern Counsel. She is an active speaker and author, with 7+ events by Ethisphere: The Global Ethics Summit, CenterForce USA, LEC Experience LATAM (Brazil), and others, as well as 5+ articles in International Financial Law Review, New York Law Journal, and more. She has been a guest lecturer at 3 law schools. Before law school, Tiffany served in world-class financial services and consulting institutions, where she worked at the intersection of data, risk management, and operations at the inception of Big Data and Artificial Intelligence (AI). She draws passion and excitement from analyzing the ever-evolving legal, ethics and compliance space through a behavioral science lens, in her efforts to combat financial crime and mitigate risk.   What You’ll Learn on This Episode: [1:22] How has Archer’s career path led her to her current position at Panasonic Avionics? [3:29] What does Panasonic Avionics do and what kind of work does the E & C program do to promote their culture? [6:01] What is Archer’s perspective on diversity, equity and inclusion? [9:58] What are some things that companies can do to improve their diversity, equity and inclusion programs? [12:56] What role do company boards play in forwarding the discussion on diversity, equity and inclusion [13:56] What are the next steps for advancing racial justice from a business perspective? [17:33] How has Covid impacted Archer’s work and what is her focus moving forward? [20:33] Who are the mentors in Archer’s career path and what advice would she give to someone wanting to get into the E & C field?   Find this episode of Principled on Apple Podcasts, Google Podcasts, Stitcher, Sound Cloud, Podyssey, or anywhere you listen to podcasts.   Transcription: Speaker 1: Welcome to the Principled Podcast brought to you by LRN. The Principled Podcast brings together the collective wisdom on ethics, business and compliance, transformative stories of leadership and inspiring workplace culture. Listen in to discover valuable strategies from our community of business leaders and workplace change-makers. Ben DiPietro: Hello everybody, and welcome to another episode of season five of LRN's Principled Podcast. My name is Ben DiPietro. I'm the editor of LRN E&C Pulse newsletter. You can find that by going to lrn.com, clicking on the resources tab, and then clicking on the newsletters tab, if you can subscribe we'd love to have you. With us today is Tiffany Archer. She's a board and executive advisor and ethics and compliance officer, a regulatory attorney, and a faculty member with more than 18 years experience in Fortune 500 companies, and AmLaw 100 law firms. Today, she's on the compliance leadership team at Panasonic Avionics Corporation, global leader for in-flight entertainment and communications. Welcome, Tiffany, glad to have you with us today. Tiffany Archer: Thank you so much, Ben. I'm really excited to be here. Ben DiPietro: So tell us a little bit about how you became interested in ethics and compliance. Then take us through your journey that's led you to your current role at Panasonic Avionics. Tiffany Archer: First, I've always been a people person and incredibly fascinated by what it is that makes them tick. So while in college, I chose to major in psychology to learn more about human behaviors, motivations, mental states, decision-making processes. Later went on to law school and after graduating, I joined a major international law firm where I specialized in white collar crime and securities enforcement. So of course, my cases focused on corruption, bribery, money laundering, and other heavily regulated conduct. I was always interested in digging into the why, behind the decisions that these individuals or corporations made. And also to look a little more into what it is that really motivated the behaviors that led them down the path of wrongful conduct. So after nearly six years in private practice, I decided to switch gears and I moved in-house and have since held multiple compliance roles. The passion that I've always had for psychology and for connecting with, and understanding people is a key pillar of my personal compliance practice. Interestingly, many people consider compliance officers as police officers of sorts. Frankly, it's not unusual for the compliance function to be referred to as the department of no. With that in mind, I prefer to take a people centric and empathetic approach to compliance. My priority is to connect with people, learn more about their values and their beliefs, and really use that information to guide their behaviors so that they can make ethical decisions, and do the right thing even when no one else is looking. So ultimately on my compliance journey, I landed at Panasonic Avionics, where I'm currently the regional ethics and compliance officer and corporate counsel for our Europe and Americas regions. Ben DiPietro: Tell us a little bit about Panasonic Avionics and what it does? Then how your compliance team works to help create that culture you're talking about. Then how do you measure the success of your team in that particular area? Related Article: 6 Ways Compliance Training Can Measure Employee Performance Tiffany Archer: Sure. So Panasonic Avionics manufacturers in flight entertainment systems. Essentially those are the TV screens that you see on the seat backs of airplanes. We also provide connectivity services and then on the ground engineering support. Our focus is on innovation and most importantly, providing the best possible passenger experience. To bridge the chasm between compliance and culture within Panasonic, we partner very closely with our chief culture officer. One of the tools I would want to highlight here today is to measure the culture, we use anonymous pulse surveys, which are sent out quarterly. Essentially the purpose of those is to check the vitals on our employee population, find out how they feel about the culture of the company. Then we take those actionable data points from the surveys and use them to address concerns that intersect with the company culture. And we formulate ways to make improvements. Our chief culture officer does an incredible job of keeping our employees informed. I think it's quite clever actually. After each survey she sends out what's called a "So what, now what?" message. Essentially, what she's communicating is through this survey you've identified, "So what are the issues or the problems that you'd like addressed?" And "Now what?" is how she plans to put into effect initiatives or procedures to address those concerns. Panasonic's Compliance Department's mantra is compliance is our foundation. So not only do we measure our success by the implementation of the data points from the surveys, but we also measure it through our stakeholder satisfaction with our responsiveness to their needs. Ben DiPietro: That “So what, now what?” is really interesting because it shows the people that you're listening to them. That's so much more important to building that trust. That's going to get you to create the culture you're trying to achieve. Tiffany Archer: It's really about keeping those lines of communication open. I think our chief culture officer's initiative with the “so what, now what?” really makes people not only see that she's listening and that we're listening, but that we're actively responding. So it's really important to keep that dialogue open and to continue to show forward progress. Related Article: Building A Speak-Up Culture Ben DiPietro: So I know you have a big interest in matters of diversity, equity, inclusion. We both last year we're part of an LRN Consero round table on that topic. At the time I asked you about the differences between the D, the E, and the I, in that equation. I thought your answer was really excellent, and I think our audience would love to hear what you have to say about that. Tiffany Archer: Thank you, Ben, for highlighting this. Diversity equity and inclusion is such an important initiative and movement for me. Thank you for giving me the opportunity to talk a little bit more about what those letters mean to me, specifically. So not only are there differences in what the D diversity, E equity, and I inclusion pillars represent, each word also has a distinct impact on an organization's initiatives. Starting first with diversity, right? The focus is on creating an environment that's representative of the intersectionality between gender, race, sex, age, LGBTQIA, and many other identities. In my view, this pillar is particularly important because what many organizations I've seen do is have a one-dimensional perspective as it relates to that. For many of them, historically, everyone in the institution for the most part looks the same. They come from the same backgrounds, they belong potentially to the same country club. They went to the same schools I could go on but I think you get what I'm driving at. The thing is it's not too late to attack this root cause. No doubt it will be challenging to make the shifts since people are so used to the status quo. What the leadership of these organizations should recognize is despite the rocky road ahead, having to pivot towards a more diverse culture should not be considered a penalty. In fact, it's an opportunity for growth and expansion, and new or different ideas and perspectives, which can ultimately lead to a transformative experience for the organization. Now, under the equity pillar, the focus is more on fostering an environment where all employees have fair and equitable opportunities, right? They're looking for fairness when accessing resources, despite being amongst the majority who may not look like them. I thought it would be salient to use myself as an example here. I've spent much of my life competing with those who don't look like me, and for the listeners here today who may not know, I'm a Black woman of Jamaican descent, and I've always had to be the best and focus on not othering myself. There've been occasions where particular outcomes made me sit back and wonder, "Did I miss this opportunity or was I not selected? Or was I not appropriately rewarded because I don't look like the person that I was being compared against? I've definitely... I'll share a personal story here, walked into interviews where the interviewer was questioning whether I was in fact Tiffany Archer, because they didn't expect me to look- Ben DiPietro: This is true. Tiffany Archer: ... [crosstalk 00:08:52] but true. Sad, but true. But ultimately it shouldn't matter. You look like or what you sound like. The comparison should be on more substantive qualities and merit and what you bring to the table. Lastly, with the I. Inclusion, which is the practice of providing equal access to opportunities and resources for people who might otherwise be excluded or marginalized. The goal here is to create an environment where employees feel welcomed as a member of the organization. And that should be the priority. They want to be appreciated and recognized for who they are. And organizations, policies, and procedures should be carefully drafted to ensure that employees have that opportunity to feel that sense of belonging. One of my favorite quotes in this DEI realm is by Verna Myers, where she says diversity is being invited to the party and inclusion is being asked to dance. I like to add that equity would be allowing everyone the opportunity to actually pick the songs. Ben DiPietro: So now that you've laid that out as the framework, what are two things companies can do to improve their D, E, and I programs? How does the company get started on this process? Tiffany Archer: So first and foremost, leadership buy-in is paramount. Without a commitment from an involvement by leadership, employees will question how serious the organization is about undertaking this transformational process. Then secondly, companies have to commit to not applying a one-size-fits all approach or an off the shelf solution to address the myriad of D, E, and I issues that may exist. How does one get started? How does an organization tackle this? Frankly, we could probably have an entire podcast on this topic. But seriously Ben, many companies I'm seeing now they're forming task forces D, E, and I committees, retaining consultants all in an effort to kick off their transformational processes. I think these are helpful solutions, but only so long as that they're tailored for the company and its specific culture and values. Related Article: Diversity, Equity, and Inclusion Cannot Be Just An Internal Intitiative On the topic of culture, I want to highlight Edward Hall's culture, iceberg theory. I'm a huge proponent of his work. He was an anthropologist and a cross-cultural researcher who came up with this theory in 1976, on how you can address organizational culture. It's really quite simple, this theory. Basically, an organizational cultures like an iceberg, a very small portion of the culture, roughly 10% is exposed on the surface, right? Making these areas really easy to identify, and you can address in quick time any sorts of issues or problems you might see. But where the real work and the important cultural data points lie are below the surface. That's around 90%. These include things like cultural beliefs, people's ideas, thought patterns, their unconscious biases. So the real onus is on the D, E, and I team to engage their stakeholders in meaningful discussions, right? Gathering qualitative and quantitative data around behaviors, customs, core values, religious beliefs, and other characteristics. An iceberg model shows that you can't judge a book by its cover or that 10% of the iceberg that's exposed. It's critical that we take the time to get to know and understand our employee base, to uncover their values and beliefs that underlie their behaviors. When you're armed with that information, you're able to stand up meaningful, relevant, and actionable plans to advance an organization's diversity equity and inclusion initiatives. So the big takeaway is digging deeper into the layers of the iceberg will allow the team to learn the challenges and pain points in the diversity equity inclusion program, and begin that longer journey of creating an action plan that specifically meets the needs of the employee population. Ben DiPietro: That sounds like where maybe the board needs to get in. So what role does the board play in folding this discussion and getting deeper down into that iceberg?   Tiffany Archer: Well, again, as I said earlier board involvement and commitment and buy-in is key. We need board members to echo the same sentiment and messaging. We need the board to acknowledge that this process may be a long, arduous, challenging process, but we're committed to that process. I think also the board needs to echo the sentiment that it's going to take a lot of work, and despite the obstacles we're going to commit to moving forward. So I think, not only should leadership be doing that but the board should also have an active role in making sure that there's continuous forward progress in connection with these initiatives.   Ben DiPietro: Pushing forward all this D, E, and I discussion too has been the support for racial justice that poured out into the streets all over the world last year, after the killings of George Floyd and so many others. What are the next steps to advance this issue from a business perspective and how can organizations help do their part here? Related Article: Diversity, Equity, and Inclusion Cannot Be Just An Internal Intitiative Tiffany Archer: This is a sad topic. These tragic events have put a spotlight on the importance of addressing a long-standing crisis affecting people of color. You know, you raise George Floyd. We all know he died because we watched as an officer kneeled on his neck until he could no longer breathe. Breonna Taylor, another person of color was wrongfully shot dead while asleep inside of her home. Rayshard Brooks, another person of color was shot in the back as he was approaching his vehicle where his children were sitting. These are all circumstances where police officers prioritized power over judgment or procedure. These killings amplified the deaths of people of color at the hands of police and elevated the prominence of racial inequality and disparity in policing. Each of these were victims of racial profiling and they each suffered unjust and untimely deaths. With that, I think it's so very important that we don't allow the passing of these events and individuals to become the passing of an opportunity to proactively address and work towards a solution to this historical problem. As far as how businesses can help, they can play a key part in this by keeping these issues alive in front and center, and at top of mind. Again, we don't want the passing of these events to be a passing of an opportunity. I think they can leverage this opportunity by standing up as ambassadors of change. I would say that the reliance on two key guideposts would be really helpful in this realm. So the first one would be acknowledgment, right? And going back to leadership. It's paramount that leaders, the board, et cetera, are vocal about their commitment to the fight for racial equality, and enterprise-wide messaging would be the first step. Then secondly, action. You have to walk the talk if you truly have any interest in moving the needle. Even if the movement are just small steps, that forward cadence is critical. Related Article: Showing Up: LRN Launches New Anti-Racism Course So I advocate that businesses need to reassure employees that by really doing the work, not just through activities, like issue specific training on unconscious bias or diversity or sensitivity, but also focusing on developing equitable opportunities for growth and advancement, and not penalizing marginalized employees when they speak out. Again, as I said earlier, these will be difficult conversations and change will not happen overnight. But I think the most important thing that organizations need to demonstrate is that they're committed to the cause. Not only from the perspective of what is happening in the streets, but also from the perspective of what's happening within the walls of their offices. Ben DiPietro: Also, I believe they have a role to play in helping to reform police as well. We had an excellent podcast at the beginning of season four, with Florence Chung. [Listen to the episode] She's a member of the Hetty Group. Her job is to make a bridge between communities and police departments and try and rebuild some of that trust. She was talking about how business can be such a great mentor for departments that don't understand how to execute change management and all these things that businesses do very well. So there's a definite tie in and a role for them to play. Tiffany Archer: Yeah, absolutely. Ben DiPietro: The other topic dominating our world is COVID-19. It's obviously having a big impact on companies and their ENC programs and cultures. What have you learned about your program as a result of the pandemic, and what should the focus be on as you move forward? Tiffany Archer: A key theme that has come from this pandemic is the level of resilience our program has demonstrated. I know I'm proud of it, and I'm sure my colleagues would say the same thing. The aviation industry sadly suffered a tremendous blow between the travel bands, reduced flight capacity and routes, people's fear of flying because of COVID protocols. It's really been a challenging time, but nevertheless, our program's commitment to compliance has been unwavering. As I said earlier, compliance is our foundation. We've adapted to this new normal, and we've remained connected to our stakeholders. We make connecting virtually and regularly an absolute priority, and continue to reassure them that we are here to help. We've really tried our best to turn a dark and dreary time into something lighter and more personable and relatable. So for example, we've created a number of communication initiatives. One of which includes vignettes, where we have compliance character avatars work through COVID related or other challenging scenarios that our staff may face during this time. And kind of walk them through how best to deal with the circumstances or challenging decisions that they're confronted with. We've also focused on reminding employees that PAC's culture is rooted in honesty and integrity. There really should be no fear of speaking up if there are any questions, or concerns or something just doesn't feel right. For me personally, I found that the most success is in reminding my stakeholders that I'm a confidant and a business partner. I spoke earlier about not just being the department of no. I really do, do my best to be empathetic, and compassionate, and understanding, that everybody is going through a different circumstance, and one person's challenge might be very different from another's. But it's critical to continue to have these discussions and these dialogues to instill trust. When they trust me, I know that if the need arises, they'll come to talk to me to work things through. My role isn't to be a bottleneck it's to assess the facts, determine how to facilitate the outcome that they're looking for, but in a way that comports with our policies and procedures. Finally, I've spent a lot of time encouraging my stakeholders to consider their mental health, and their self-care regime, and to try to keep their spirits and mental fortitude up. We are all in this together. We are embracing the worst of times. But the key to getting to the other side is going to be through persistence and resilience, and that's the message that I try to communicate regularly. Ben DiPietro: That is such an important topic, and it's going to be with us for years to come I believe as the fallout from all this. Now let me ask you one last question. I want to thank you so much for your time today. This has been so much fun. Tell me about one or two of your mentors who have helped you work your way up in this profession? Then offer a piece of advice to young people, looking for a career in ENC. Tiffany Archer: One key mentor in my life is Marcia Narine Weldon. She went to Columbia University and is also a Harvard Law School grad. She's an attorney and a University of Miami Law School professor. She was formerly a chief compliance officer and deputy general counsel. She's played an integral role in really guiding me towards overcoming imposter syndrome, encouraging me to push past my internal boundaries. To continue to learn, to strive, to grow towards things that maybe I didn't think I was capable of, but because of her push and her encouragement I kind of stepped out and tried to do more. The second part of your question you asked me, one tip I could give younger people who are looking for a career in ethics and compliance? I would say that for those who are looking to foster a culture of compliance and have a successful career in compliance, they need to keep in mind that their emotional quotient trumps their intelligence quotient, or their IQ every time. So you may have gone to the best school, or you may be the smartest person in the room, or have the most experience in a particular industry but if your emotional potion is weak, or if you lack the ability to demonstrate empathy and emotional intelligence, and develop strong relationships, and diffusing conflict, and building trust with your teams, all of that may prove to be a very challenging feat. So I would say EQ trumps IQ every time. Ben DiPietro: That's a great way to end. Thank you so much, Tiffany. This was wonderful. I had such a good time talking with you. I look forward to working with you again in the future. Best of luck until then stay safe. Hopefully, we'll see you when we can all come outside and play. Tiffany Archer: Thanks so much, Ben, and same to you. Stay safe and I'll see you on the other side. Speaker 1: We hope you enjoyed this episode. The Principled Podcast is brought to you by LRN. At LRN, our mission is to inspire Principled Performance in global organizations, by helping them foster winning ethical cultures rooted in sustainable values. Please visit us at lrn.com to learn more. If you enjoyed this episode, subscribe to our podcasts on Apple Podcasts, Stitcher, Google Podcasts, or wherever you listen. Don't forget to leave us a review.        

Find out more on our website: https://bit.ly/32RlgSQ Whatever the outcome of leaving the EU we will have new ways of trading, accounting for those trades and dealing with the additional paperwork. This jaunt through the outcomes and eventualities of trading with our neighbours will help you understand the impact of the new regimes and how to record and evidence the transactions. We will look at Rules of Origin and Free Trade Agreements, examining how they impact on business and everyday life. When to access a Free Trade Agreement will soon be on the 'to-do lists' of many CEOs across the country, whatever size their business. Speaker: Lesley Batchelor OBE is a champion of UK exporters, with a powerful track record in enhancing the international performance of hundreds of businesses. From a blue-chip background, she worked as director general of the Institute of Export (IOE) for 12 years promoting professionalism and the need for qualifications and support for businesses. Co-Chair of the Bribery Act 2010 Scrutiny expert panel working with DFID and the Gov. Anti-corruption Champion; advising on APPG Advisory Panels on Trade & Investment and Manufacturing and Select Committees supporting SMEs. ICC/WTO MSME trade negotiation. WTO Alliance & Trade & Investment Committee. Lesley now runs Export Boot Camps an ICC and ILM accredited training company with a real difference. Using years of experience teaching and training businesses owners and managers to trade competently internationally the Boot Camp approach guarantees engagement and results. She also acts as a board advisor to Bridgehead International Agency and Open Borders Direct. With invaluable expertise in intellectual property, global licensing and marketing Lesley has been awarded CBI Real Business First Woman in Business Services and CEO of the year from Trade Association Congress in 2015. Lesley is often sought out for comment on Brexit and international trade issues writing thought leadership pieces for many journals, TV and radio stations.

During Christmas often business clients and providers of goods and services exchange gifts (food hampers, chocolates, bottle of bubbly). There adds festive cheer and when these gifts arrive they are given and received in a transparent manner. However, during COVID when working at home - the line can be blurred if given a gift sent to a personal address with a lavish gift with the specific expectation that orders will continue in the New Year - which would be a bribe. Deborah Scales Employment Associate at Clarkslegal discusses some special considerations employers might need to give to the Bribery Act 2010 and receiving corporate Christmas gifts. 

Why should a company engage in pre-acquisition due diligence in the M&A context? Certainly, compliance with anti-corruption laws such as the FCPA or U.K. Bribery Act is a good starting point. A Transparency International white paper, entitled “Anti-Bribery Due Diligence for Transactions”, suggested that there are greater forces driving compliance than simply compliance with anti-corruption and anti-bribery laws. A company engaging in an international acquisition should also strive to avoid the potential financial and reputational damage that may arise from investing in or purchasing a company associated with bribery or corruption. Financial, legal, or reputational risk can have a significant impact the valuation or a transaction or its desirability. Factors such as current or historical bribery/corruption discovered at any point in the acquiring company provide the compliance practitioner with strong ammunition when confronted with a management that fails to understand the need for a robust due diligence in a M&A transaction. By not focusing on the regulatory aspects of M&A transactions, but more on the market reasons for engaging in the appropriate due diligence, you can emphasize the business reasons for compliance. Three key takeaways:  There are numerous legal and business reason to engage in anti-corruption due diligence in the M&A space. ESG can present significant corruption risks in emerging markets. Present your analysis in high, medium and low risk formats.

Welcome to the only roundtable podcast in compliance. Today, we have the full quintet of Jonathan Armstrong, Jay Rosen, Matt Kelly, Jonathan Marks and Mike Volkov for a deep dive discussion into the recent Herbalife FCPA enforcement action. We end with a veritable mélange of rants and shouts outs.     Jonathan Armstrong looks at the case from the UK and Bribery Act angle and finds some Scottish cases which might inform a response. Armstrong shouts out to those ‘in transition’ and encourages them to engage. Jay Rosen considers the lack of monitor in the Herbalife case and takes a deep dive into some of the possible reasons. Jay rants about AG Bill Barr and his unitary theory that the entire DOJ works for him personally. Matt Kelly considers the role in internal audit in this case and then looks at the (non) actions of the Board of Directors. Matt shouts out to Nora Dannehy and her principled stance. Mike Volkov considers how he would have approached counseling Herbalife if they had called him when it all hit the fan. He shouts out Ruth Bader Ginsburg. Jonathan Marks considers the role of gatekeepers in this case and decrees the lack of skepticism at the Board. He rants about IIA for beginning the discussion to reconfigure its 3 Lines of Defense but says it does not go far enough. Tom Fox shouts out to Jose Altuvé for breaking through the Mendoza Line by raising his batting average to .215.  The members of the Everything Compliance 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 –is our UK colleague, who is an experienced data privacy/data protection lawyer with Cordery in London. Armstrong can be reached at armstrong@corderycompliance.com Jonathan Marks is Partner, Firm Practice Leader - Global Forensic, Compliance & Integrity Services at Baker Tilly. Marks can be reached at marks@bakertilly.com The host and producer (and sometime panelist) of Everything Compliance is Tom Fox the Compliance Evangelist. He can be reached at tfox@tfoxlaw.com. Everything Compliance is a part of the Compliance Podcast Network. Learn more about your ad choices. Visit megaphone.fm/adchoices

In today’s edition of Daily Compliance News: Softbank plays fast, loose and risky. (FT) The George V, EuroDisney and the Bribery Act. (FT) Dan Kahn moves up to acting Fraud Section Chief. (WSJ) Compliance cleaning during Coronavirus. (WSJ) Learn more about your ad choices. Visit megaphone.fm/adchoices

The Trump Administration’s trade war with China has highlighted the risks of both doing business in China and investing the Chinese companies which come to America to raise capital. Yet this has been a long-known and outstanding problem in the anti-corruption enforcement world. The 2014 bribery and corruption case of GlaxoSmithKline PLC (GSK), which resulted in a $490 million fine for the firm, 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 that the role of a Board of Directors is becoming more important and more of a critical part of any effective compliance program. In a NACD Directorship article, entitled “Corruption in China and Elsewhere Demands Board Oversight”, Eric V. Zwisler and Dean A. Yoost note, “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? From 2010-2019, over 25% of all FCPA enforcement actions derived from China, that’s why.  FCPA enforcement actions have made clear that numerous Chinese businesses have proven adept at appearing compliant while hiding unacceptable business practices. A Board should be aware that a well-crafted compliance program must be complemented with a thorough understanding of frontline business practices and constant auditing of actual practices, not just a paper compliance program. This means that both monitoring and auditing should be visible to the Board. Three key takeaways: China presents the highest FCPA risk and after GSK, domestic law corruption risk as well. Chinese companies have been adept at hiding corrupt business practices from their western owners. A Board must be cognizant of these risks and enhance their risk management process in China and other high-risk jurisdictions. 

At some point, you will be required to terminate a third-party and there will be multiple legal, compliance and business issues to navigate through. If you are stuck doing it in the middle of a FCPA or U.K. Bribery Act investigation, there may well be some tension to do so and do so quickly. If you have not thought through this issue and created a process to follow before a crisis occurs, you may well be in for a very tough road. Yet the 2020 Update specifically asked that question in the section entitled Real Actions and Consequences, when it posed the query Has a similar third party been suspended, terminated, or audited as a result of compliance issues?  Although rarely considered, the termination of a third-party relationship can be as important a step as any other in the management of the third-party lifecycle. While having the contractual right to terminate is a good starting point, it is only the starting point. You not only need to have a compliance and legal plan in place but a business plan as well. If you do not, the cost in both monetary and potential business reputation can be quite high. Three key takeaways: Termination of third-parties is an oft-neglected part of the third-party risk management process. Make certain you have the contractual right to terminate third-parties written into your compliance terms and conditions. Have a strategy in place for termination before a crisis arises.

The next step in the five-step process is the questionnaire. The term ‘questionnaire’ is mentioned several times in the 2020 FCPA Resource Guide. It is generally recognized as one of the tools that a company should complete in its investigation to better understand with whom it is doing business. The questionnaire should be mandatory step for any third-party that desires to work with your company as it mandates the proposed business partner, commit to certain required information in writing prior to beginning the due diligence process. Remember if a third-party does not want to fill out the questionnaire or will not fill it out completely you should not walk but run away from doing business with such a party. One of the key requirements of any successful compliance program is that a company must make an initial assessment of a proposed third-party. The size of a company does not matter as small businesses can face quite significant risks and will need more extensive procedures than other businesses facing limited risks. The level of risk that companies face will also vary with the type and nature of the third-parties with which it may have business relationships. For example, a company that properly assesses that there is no risk of bribery on the part of one group of its third-parties will require nothing in the way of procedures to prevent bribery in the context of those relationships. By the same token the bribery risks associated with reliance on a third-party agent representing a company in negotiations with foreign government officials may be assessed as significant and, accordingly, requires much more in the way of procedures to mitigate those risks. The questionnaire fills several key roles in your overall management of third-parties. Obviously, it provides key information that you need to know about who you are doing business with and whether they have the capabilities to fulfill your commercial needs. Just as important is what is said if the questionnaire is not completed or is only partially completed, such as the lack of awareness of the FCPA, U.K. Bribery Act or anti-corruption/anti-bribery programs generally. Lastly, the information provided (or not provided) in the questionnaire will assist you in determining what level of due diligence to perform. Three key takeaways: You must have enough information to fully identify the owners, UBOs and related parties to determine if there is foreign official involvement. All commentary on best practices compliance programs requires questionnaires. If a third-party refuses to fully respond to your questionnaire, run, don’t walk away from the proposed relationship.

One of the more confusing areas of the FCPA is in that of facilitation payments. Facilitation payments are small bribes but make no mistake about it, they are bribes. For that reason, many companies feel they are inconsistent with a company culture of doing business ethically and in compliance with laws prohibiting corruption and bribery. Further, the 2012 FCPA Guidance specifies, “while the payment may qualify as an exception to the FCPA’s anti-bribery provisions, it may violate other laws, both in Foreign Country and elsewhere. In addition, if the payment is not accurately recorded, it could violate the FCPA’s books and records provision.” Additionally, the 2012 FCPA Guidance states, “Whether a payment falls within the exception is not dependent on the size of the payment, though size can be telling, as a large payment is more suggestive of corrupt intent to influence a non-routine governmental action. But, like the FCPA’s anti-bribery provisions more generally, the facilitating payments exception focuses on the purpose of the payment rather than its value.” In addition to these clear statements about whether the FCPA should continue to allow said bribes; you should also consider the administrative nightmare for any international company. The U.K. Bribery Act does not have any such exception, exemption or defense along the lines of the FCPA facilitation payment exception. This means that even if your company allows facilitation payments, it must exempt out every U.K. Company or subsidiary from the policy. Further, if your company employs any U.K. citizens, they are subject to the U.K. Bribery Act no matter who they work for and where they may work in the world, so they must also be exempted. Finally, if your U.S. Company does business with a U.K. or other company subject to the U.K. Bribery Act, you may be prevented contractually from making facilitation payments while working under that customer’s contract. As I said, an administrative nightmare. Three key takeaways: Do not forget the administrative nightmare of facilitation payments for international organizations. The Kay decision made clear how narrow the “routine government action” exception is. Facilitation payments will usually be an add-on as they are symptomatic of an ineffective compliance program.

In the Episode, I visit with Philip Urofsky, partner at Shearman & Sterling, Editor-in-Chief of the firm’s most excellent FCPA Digest. We visit about the firm’s 2020 FCPA Digest, Recent Trends and Patterns in the Enforcement of the FCPA and consider some of the highlights from the report. We also take a deep dive into the issue of agency under the FCPA, which was a major legal issue in the Hoskins trial and an ongoing debate on the issue of parent-subsidiary liability under the FCPA. Some of the highlights include: Enforcement actions and strategies seen in 2019. What did the numbers tell us? What were some of the perennial statutory issues address and litigated in 2019? Did the DOJ adequately address the issue of parent-subsidiary liability? Do the Barclays and Deutsche Bank enforcement actions end the question of whether a job for a child or relative can be a ‘thing of value’ under the FCPA? What is the significance you seen in the Criminal Division’s 2019 Guidance? Is the ‘inability to pay’ a codification of existing DOJ practice or something new? What is the significance of the Och-Ziff restitution case? What were some of the key developments in the UK around Bribery Act prosecutions and enforcement actions? Resources To download a copy of the Shearman & Sterling 2020 FCPA Digest, Recent Trends and Patterns in the Enforcement of the FCPA click here. To use the fully searchable Shearman & Sterling FCPA digest, click here. Learn more about your ad choices. Visit megaphone.fm/adchoices

In today’s edition of Daily Compliance News: SFO announces new DPA over Bribery Act violations? (SFOPress Release)French Police raid Renault headquarters in Paris. (NYT)UK launches regulatory probe against online markters. (FT)Too little Too Late? (WSJ) Learn more about your ad choices. Visit megaphone.fm/adchoices

As the Pats and Rams advance, Tom and Jay ask if the NFL even cares about get it right? They also look at some of this week’s top compliance and ethics stories which caught their collective eyes.  1.    Google becomes first US company fined under GDPR. 2.    What is good corporate governance under German law? 3.    Deutsche Bank under US scrutiny for it role in Dansk Bank scandal.  4.    Should some parts of a compliance program be kept secret? 5.    Academic evidence that frauds mar a firm’s reputational value is even greater than previously thought. 6.    Siloed compliance and how to overcome it. 7.    Matt Kelly looks at some of the specific corruption issues around distributors. 8.    Where will Bribery Act enforcement head in 2019? 9.    How to handle an internal investigation in Russia. 10. This Week Tom was joined by AMI’s Vin DiCianni and Eric Feldman for a 5-part sponsored podcast series on the Benczkowski Memo and related DOJ guidance on compliance programs from 2018. 11. What is arrogance in leadership? The lads debate how the NFL can be so incompetent and seemingly not care one iota about it.        Tom Fox is the Compliance Evangelist and can be reached at tfox@tfoxlaw.com. Jay Rosen is       Mr. Monitor and can be reached at jrosen@affiliatedmonitors.com.  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.  Learn more about your ad choices. Visit megaphone.fm/adchoices

As the Pats and Rams advance, Tom and Jay ask if the NFL even cares about get it right? They also look at some of this week’s top compliance and ethics stories which caught their collective eyes.  1.    Google becomes first US company fined under GDPR. 2.    What is good corporate governance under German law? 3.    Deutsche Bank under US scrutiny for it role in Dansk Bank scandal.  4.    Should some parts of a compliance program be kept secret? 5.    Academic evidence that frauds mar a firm’s reputational value is even greater than previously thought. 6.    Siloed compliance and how to overcome it. 7.    Matt Kelly looks at some of the specific corruption issues around distributors. 8.    Where will Bribery Act enforcement head in 2019? 9.    How to handle an internal investigation in Russia. 10. This Week Tom was joined by AMI’s Vin DiCianni and Eric Feldman for a 5-part sponsored podcast series on the Benczkowski Memo and related DOJ guidance on compliance programs from 2018. 11. What is arrogance in leadership? The lads debate how the NFL can be so incompetent and seemingly not care one iota about it.        Tom Fox is the Compliance Evangelist and can be reached at tfox@tfoxlaw.com. Jay Rosen is       Mr. Monitor and can be reached at jrosen@affiliatedmonitors.com.  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.  Learn more about your ad choices. Visit megaphone.fm/adchoices

Gyi & Kelly are thrilled to chat with a veteran lawyer this week who went from corporate lawyer to solo practitioner 25 years into his career. 10 years later, he has a thriving practice and loves his job.  Thomas R. Fox-the Compliance Evangelist Tom is the author 16 books on business leadership, compliance and ethics and corporate governance, including the international best-sellers “Lessons Learned on Compliance and Ethics” and “Best Practices Under the FCPA and Bribery Act” as well as his series Fox on Compliance. His latest book “The Compliance Handbook” was published in May 2018 and was the No. 1 new bestseller on Amazon.com through its initial run. He writes and speaks across the globe on compliance programs. Tom leads the social media discussion on compliance with his award-winning blog, The FCPA Compliance and Ethics Blog and is the founder of the Compliance Podcast Network. Tom's policy: Give away your 'secret sauce', because it will create more trust than lose you money.   Twitter: Retweet your community to become a niche influencer. Set alerts on specific  Blog: Create, create, create! Get on a realistic content creation schedule and stick to it, rain or shine. Podcast: Turn your posts or ideas into  Webinars: Content can get recirculated and repurposed into multiple forms of content (blog post, podcast episode, shorten video into clips) Social Media: Tom's daughter set up his business Facebook page! Tom built a worldwide practice from his home office, from 0 clients to a thriving solo practice.  Francine McKenna's advice: Focus on a niche and stick with it for 6-12 months.   

Thomas Fox, the Compliance Evangelist, is one of the leading writers, thinkers, and commentators on the nuts and bolts of compliance. His always practical advice is now available in one volume, The Complete Compliance Handbook. This book incorporates the most recent pronouncements and guidance from the Department of Justice, including 2017’s Evaluation of Corporate Compliance Programs and FCPA Corporate Enforcement Policy, to provide the most up-to-date advice on what constitutes a best practices compliance program. Fox is an award-winning author of 15 books on compliance, ethics, and leadership, including Lessons Learned on Compliance and Ethics, a bestseller in the International Law category. Tom is also known for Best Practices Under the FCPA and Bribery Act, and the series, Fox on Compliance. Tom leads the social media discussion on compliance through his award-winning blog, The FCPA Compliance and Ethics Blog and the only podcast network dedicated to compliance, ethics and business leadership, the Compliance Podcast Network.

Hosts Gabe Lezra and Evan Mateer run down the week in European football, talking about PSG's most recent scandal--Neymar and Cavani, oh no!--and talk la Liga and EPL. This week's reading series is an incredible piece of mid-aughts ESPN bullshit, wherein a bunch of dudes try to convince the lone female writer that Sepp Blatter's comments about how female soccer players should wear "tighter shorts" are right, actually. It's really awesome, check it out here: http://www.espn.com/page2/s/bloc/040120.html Then they interview their friend Ernesto Alvarado about the recent FIFA corruption scandal. Ernesto is an associate in the Washington, D.C. office of Hughes Hubbard & Reed. As part of the Anti-Corruption and Internal Investigations practice group, Ernesto assists clients with matters involving the Foreign Corrupt Practices Act, U.K. Bribery Act, international anti-corruption law and compliance, third-party due diligence, and internal investigations.  In the interview the guys focus on FIFA's organizational structure, discuss how FIFA's corruption scandal permeated many different levels of the organization, and delve into the FCPA and other theories of liability that allowed the United States Department of Justice to investigate and bring charges against the international organization. Then, they discuss the specifics of the investigation and the next steps for FIFA going forward. 

This episode is the first of a two-part series of podcasts dedicated to the chaotic (at best) first 100 days of the Trump administration as it related to compliance. Today we have Jonathan Armstrong and Jay Rosen. Next week Matt Kelly and Mike Volkov.  Jonathan Armstrong leads a discussion of the Trump administrations devolution of Privacy Shield, GDPR and what they mean for American companies doing business in the UK and EU. He discusses the key differences in the DOJ’s Evaluation of Corporate Compliance Programs in an FCPA analysis and under the Bribery Act, differences in the EU approach to conflict minerals and under the Trump Administration and concludes by giving us his thoughts on what Brexit means for compliance. For the Cordery Compliance client alerts see the following: EU conflicts minerals compliance legislation  DOJ Evaluation of Corporate Compliance: how does it compare to UK Bribery Act 2010? BREXIT Glossary Jay Rosen considers what companies the intersection of business and politics under the Trump administration, the business response he has observed to Trump administrations steps and miss-steps, the comments made by DOJ representatives at Q1 conferences and the vibe of compliance conference attendees. For Jay’s post see,  Still in the Enforcement Business and Evaluation of Corporate Compliance Programs “It Was the Best of Times, It was the Worst of Times,” or “Ignorance is Strength” For Matt Kelly’s posts see: Compliance in the Trump Era: More Markers Placed Trump Administration Whacks Telco Firm for $892 Million Drone Industry Pan Trump’s Regulatory Trump Risk Disclosures Start Rolling In First SEC Whistleblower Award of Trump Era Sessions Dodges, Weaves, Promises on FCPA   For Mike Volkov’s posts see the following: Yates, AG Sessions and Individual Criminal Prosecutions New E-Book — Moving the Goalposts: The Justice Department Redefines Effective Compliance FCPA Remediation Focus on Supervisory Personnel FPCA Pilot Program Motors On   For Tom Fox’s posts on the Trump administration’s first 100 days see the following: The Trump Administration-Kaos is Bad for Business The Trump Administration-Failures in Leadership and Management The Trump Administration-Preparing for a Catastrophe The Trump Administration-the Business Response DOJ Enforcement of the FCPA and the International Fight against Corruption in the Trump Administration The members of the Everything Compliance panel include: 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, is the former Editor of Compliance Week. 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 Learn more about your ad choices. Visit megaphone.fm/adchoices

At some point, you will be required to terminate a third-party and there will be multiple legal, compliance and business issues to navigate going forward. If you are stuck doing it in the middle of a Foreign Corrupt Practices Act (FCPA) or Bribery Act investigation, such as Airbus is currently under with the UK Serious Fraud Office (SFO), there may well be some tension to do so and do so quickly. If you have not thought through this issue and created a process to follow before it all hits the fan, you may well be in for a very tough road.  The key theme in termination is planning. The Office of Comptroller of the Currency, OCC Bulletin 2013-29, said that regarding third-party termination, a bank should develop a “contingency plan to ensure that the bank can transition the activities to another third party, bring the activities in-house, or discontinue the activities when a contract expires, the terms of the contract have been satisfied, in response to contract default, or in response to changes to the bank’s or third party’s business strategy.”  In an article entitled “Breaking Up Is Hard To Do”, Carol Switzer related how to avoid pain by planning for the end of a third-party relationship. She said it all should begin with “an exit strategy, a transition plan or a pre-nup—whatever the title, it’s best to begin by planning for the end which, in the case of business at least, will always eventually come. Whether due to contract completion or material breach, turning over responsibility to another party, or abandonment of the contracted activity altogether, contract termination is an inevitable phase in the third-party relationship lifecycle.” Planning for the end is important because, “The more long term and layered the relationship, the more difficult it will be to disentangle. The deeper the third-party is embedded in and uses the confidential information of the company and its customers, the greater the risks presented by failing to design a smooth transition process.”  It should originate with clearly specified contract termination rights but that is only the starting point, “To work out a smooth transition, the plan must also include internal change management processes and policies, designated transition team members, contingencies, and adequate resources and time allowances.” Your corporate values must be protected by “clearly designating the disposition of shared intellectual property and infrastructure assets.” Next you need to think through your transition plan by “ensuring rights to hire or continue use of key contractor employees who have been servicing your account, arranging to bringing new contractors or internal managers up to speed, and filing any regulatory or other required notifications.” Finally, bear in mind that your reputation must be protected during this transition process “by controlling and planning for issuance of public statements and social media postings by terminated contractors or their employees, or the best laid transition plans may be for naught.” You will also need to consider the business risks around the termination of a third-party, particularly on the sales side of your business. This may mean sitting down with a customer or group of customers to explain the reasons behind the termination. Obviously if your business team has not developed a relationship with the end-using customer, this can be a difficult and very problematic conversation.  Unless you are exiting a business sector or territory, you will need to replace the third-party. This means going through the entire five-step process with any potential sales agent or representative. Such planning needs to be built into your termination strategy. If the reason for termination is a contract violation or worse a FCPA violation, there may well be other notifications which are required, both internally and externally to government regulators. You have also been under some type of contractual nondisclosure language and so consultation with your legal counsel, once again both in-house and outside, may be required. Finally, never forgot the reputation damage by releasing such information, or conversely not disclosing it. Both sets of reasons may hurt your business reputation as well.  In addition to the above steps, there are some specific considerations you should take. In the area of data, data privacy and data accessibility, if a third-party has access to your network and systems, such access must be revoked. If your terminated third-party has physical data, you must plan for the return of your data to you in a format that is acceptable to you and is secure. If your data is confidential, you may want to require that it be returned in an encrypted format and via an encrypted channel. You should lay out the time frame for the return of any data.  Alternatively, you can specify that data be destroyed. If this is the route you take with your third-parties, it should be performed in a way which is secure so the data cannot be reconstructed at a later date, through the use of surreptitiously created backup or duplicate data. You should mandate the third-party provide to you a certificate of destruction that confirms the destruction of your data and the methods used for destruction. Information that must be retained should maintain the data protection requirements currently in place, or stronger if the applicable laws change during the time of retention.  Although rarely considered, the termination of a third-party relationship can be as important a step as any other in the management of the third-party lifecycle. While having the contractual right to terminate is a good starting point, it is only the starting point. You not only need to have a compliance and legal plan in place but a business plan as well. If you do not, the cost in both monetary and potential business reputation can be quite high.  Three Key Takeaways Termination of third parties is an oft-neglected part of the third party risk management process. Make certain you have the contractual right to terminate third parties written into your standard terms and conditions. Have a strategy in place for termination before everything hits the fan.  This month’s podcast series is sponsored by Opus. Opus helps free your business from the complexity and uncertainty of managing the risks associated with your customers, vendors, and third parties. By combining the most innovative Third-Party Risk Management and Know Your Customer Compliance SaaS platforms with unparalleled data solutions, Opus turns information into action so your business can thrive. Opus solutions include Hiperos 3PM accelerator, the leading platform for third party risk management. To learn more, go to www.opus.com. Learn more about your ad choices. 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In a speech before the SIFMA Compliance and Legal Society New York Regional Seminar in November 2015, then Assistant Attorney General Leslie Caldwell laid out metrics the Department of Justice would consider in evaluating a corporate compliance program around third parties. Caldwell began with the following question, “Does the institution sensitize third parties like vendors, agents or consultants to the company’s expectation that its partners are also serious about compliance?” This inquiry was brought forward into the Justice Department’s Evaluation of Corporate Compliance Programs.  Management of a Third Party Relationship Recognizing that most Chief Compliance Officers (CCOs) and compliance practitioners understand the need for a business justification, questionnaire, due diligence and compliance terms and conditions in a contract, I was gratified to see the DOJ focusing on the final step in the lifecycle of a third party relationship as a key metric for its new Compliance Counsel to evaluate. This is because it is the management of third party relationships that continues to be a source of trouble and heartburn for many companies. As Caldwell noted in her remarks, the management of a third party relationship, “means more than including boilerplate language in a contract. It means taking action – including termination of a business relationship – if a partner demonstrates a lack of respect for laws and policies. And that attitude toward partner compliance must exist regardless of geographic location.”  While the 2012 FCPA Guidance itself only provides that “companies should undertake some form of ongoing monitoring of third-party relationships”. This means that you must have an experienced compliance and audit team, actively engaged in the corporate office and in the business units, to ensure that financial controls and compliance policies are followed and that remedial measures for violations or gaps are tracked, implemented and rechecked, as additional detection and prevention. Caldwell noted it is a more encompassing “sensitization” to anti-corruption compliance that is needed. There are several ways for you to do so.  Relationship Manager for Third Parties  The starting point for the management of a third party, is your Relationship Manager for every third party with which your company does business. The Relationship Manager should be a business unit employee who is responsible for monitoring, maintaining and continuously evaluating the relationship between your company and the third party. Some of the duties of the Relationship Manager may include:  Point of contact with the Third Party for all compliance issues; Maintaining periodic contact with the Third Party; Meeting annually with the Third Party to review its satisfaction of all company compliance obligations; Submitting annual reports to the company’s Oversight Committee summarizing services provided by the Third Party; Assisting the company’s Oversight Committee with any issues with respect to the Third Party.  Compliance Professional  Just as a company needs a subject matter expert (SME) in anti-bribery compliance to be able to work with the business folks and answer the usual questions that come up in the day-to-day routine of doing business internationally, third parties also need such access. A third party may not be large enough to have its own compliance staff so I advocate a company providing such a dedicated resource to third parties. I do not believe that this will create a conflict of interest or that there are other legal impediments to providing such services. They can also include anti-corruption training for the third party, either through onsite or remote mechanisms. The compliance professional should work closely with the Relationship Manager to provide advice, training and communications to the third party.  Oversight Committee  I advocate that a company should have an Oversight Committee review all documents relating to the full panoply of a third party’s relationship with the company. It can be a formal structure or some other type of group but the key is to have the senior management put a ‘second set of eyes’ on any third parties who might represent a company in the sales side. In addition to the basic concept of process validation of your management of third parties, as third parties are recognized as the highest risk in FCPA or Bribery Act compliance, this is a manner to deliver additional management of that risk.  After the commercial relationship has begun the Oversight Committee should monitor the third party relationship on no less than an annual basis. This annual audit should include a review of remedial due diligence investigations and evaluation of any new or supplemental risk associated with any negative information discovered from a review of financial audit reports on the third party. The Oversight Committee should review any reports of any material breach of contract including any breach of the requirements of the Company Code of Ethics and Compliance. In addition to the above remedial review, the Oversight Committee should review all payments requested by the third party to assure such payment are within the company guidelines and is warranted by the contractual relationship with the third party. Lastly, the Oversight Committee should review any request to provide the third party any type of non-monetary compensation and, as appropriate, approve such requests.  Audit  A key tool in managing the affiliation with a third party post-contract execution is auditing. Audit rights are a key clause in any compliance terms and conditions and must be secured. Your compliance audit should be a systematic, independent and documented process for obtaining evidence and evaluating it objectively to determine the extent to which your compliance terms and conditions are followed. Noted fraud examiner expert Tracy Coenen described the process as (1) capture the data; (2) analyze the data; and (3) report on the data, which is also appropriate for a compliance audit. As a baseline I would suggest that any audit of a third party include, at a minimum, a review of the following:  the effectiveness of existing compliance programs and codes of conduct; the origin and legitimacy of any funds paid to Company; books, records and accounts, or those of any of its subsidiaries, joint ventures or affiliates, related to work performed for, or services or equipment provided to, Company; all disbursements made for or on behalf of Company; and all funds received from Company in connection with work performed for, or services or equipment provided to, Company.  If you want to engage in a deeper dive you might consider evaluation of some of the following areas:  Review of contracts with third parties to confirm that the appropriate FCPA compliance terms and conditions are in place. Determine that actual due diligence took place on the third party. Review FCPA compliance training program; both the substance of the program and attendance records. Does the third party have a hotline or any other reporting mechanism for allegations of compliance violations? If so how are such reports maintained? Review any reports of compliance violations or issues that arose through anonymous reporting, hotline or any other reporting mechanism. Does the third party have written employee discipline procedures? If so have any employees been disciplined for any compliance violations? If yes review all relevant files relating to any such violations to determine the process used and the outcome reached. Review employee expense reports for employees in high-risk positions or high-risk countries. Testing for gifts, travel and entertainment that were provided to, or for, foreign governmental officials. Review the overall structure of the third party’s compliance program. If the company has a designated compliance officer to whom, and how, does that compliance officer report? How is the third party’s compliance program designed to identify risks and what has been the result of any so identified? Review a sample of employee commission payments and determine if they follow the internal policy and procedure of the third party. With regard to any petty cash activity in foreign locations, review a sample of activity and apply analytical procedures and testing. Analyze the general ledger for high-risk transactions and cash advances and apply analytical procedures and testing. Tying it all Together  In addition to monitoring and oversight of your third parties, you should periodically review the health of your third party management program. The robustness of your third party management program will go a long way towards preventing, detecting and remediating any compliance issue before it becomes a full-blown FCPA violation. As with all the steps laid out herein, you need to fully document all steps you have taken so that any regulator, and most specifically the DOJ Compliance Counsel, can test your metrics. Caldwell’s remarks around the metrics portended the Evaluation and what the DOJ will be reviewing and evaluating going forward so that it is clear will be expected from your company’s compliance program. You should also use these metrics to conduct a self-assessment on the state of your compliance program.  Three Key Takeaways It all starts with a Relationship Manager. Have company oversight of all third parties. Audit, monitor and remediate on an ongoing basis. This month’s podcast series is sponsored by Opus. Opus helps free your business from the complexity and uncertainty of managing the risks associated with your customers, vendors, and third parties. By combining the most innovative Third-Party Risk Management and Know Your Customer Compliance SaaS platforms with unparalleled data solutions, Opus turns information into action so your business can thrive. Opus solutions include Hiperos 3PM accelerator, the leading platform for third party risk management. To learn more, go to www.opus.com. Learn more about your ad choices. Visit megaphone.fm/adchoices

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 quite adept at appearing compliant while hiding unacceptable business practices. A Board of Directors should be aware that a well-crafted compliance program must be complemented with a thorough understanding of frontline business practices and constant auditing of actual practices, not just a paper compliance program.  This means that both monitoring and auditing should be visible to the board. Echoing one of the Board’s roles, as articulated in the FCPA Guidance, the authors believe that a “board must ensure that the human resources committed to compliance management and reporting relationships are commensurate with the level of compliance risk.” So if that risk is perceived to be high in a country, such as China, the Board should follow the prescription in the Guidance which states “the amount of resources devoted to compliance will depend on the company’s size, complexity, industry, geographical reach, and risks associated with the business. In assessing whether a company has reasonable internal controls, DOJ and SEC typically consider whether the company devoted adequate staffing and resources to the compliance program given the size, structure, and risk profile of the business.” To help achieve these goals, the authors suggest a list of questions that they believe every director should ask about a company’s business in China. How is “tone at the top” established and communicated? How are business practice risks assessed? Are effective standards, policies and procedures in place to address these risks? What procedures are in place to identify and mitigate fraud, theft, corruption? What local training is conducted on business practices and is it effective? Are incentives provided to promote the correct behaviors? How is the detection of improper behavior monitored and audited? How is the effectiveness of the compliance program reviewed and initiated? If a problem is identified, how is an independent and thorough investigation assured? Third parties generally present the most risk under a FCPA compliance program and that as much as 95 percent of reported FCPA cases involve the use of third-party intermediaries such as agents. However, in China all potential opportunities retain some level of compliance related issues. As joint ventures and the acquisition of Chinese entities are important business strategies for many western companies, it is important to have Board oversight in the mergers and acquisition process. The authors understand that “non-compliant business practices and how to bring these into compliance is often a major and defining deal risk.” But, more importantly, it is a company’s “inability to understand actual business practices, the impact of those practices on the core business, and effectively dealing with a transition plan is one of the main reasons why joint ventures and acquisitions fail.” So even if the conduct of an acquisition target was legal or tolerated in its home country, once that target is acquired and subject to the FCPA or Bribery Act, such conduct must stop. However, if such conduct ends, it may so devalue the core assets of the acquired entity so as to ruin the business basis for the transaction. The authors cite back to the FCPA Guidance and its prescribed due diligence in the pre-acquisition stage as a key to this dilemma. But those guidelines also make clear that post-acquisition integration is a must to avoid FCPA liability if the illegal conduct continues after the transaction is completed. The authors conclude by articulating that many Boards are not engaged enough to understand the way that their company is conducting business, particularly in a business environment as challenging as China. They believe that a Board should have a “detailed understanding of the business if it is to be an effective safeguard against fraud or corrupt practices.” They remind us that not only should a Board understand the specific financial risks to a company if a FCPA violation is uncovered; but perhaps more importantly the “potential impact on the corporate culture and the risk to the company’s reputation, including the reputations of individual board members.” Finally, the authors believe that “effective oversight of corruption in China will only become increasingly more important”. That may be the most important lesson for any Board collective or Board member individually to take away from the ongoing GSK corruption and bribery scandal. Three Key Takeaways China presents the highest FCPA risk and after GSK domestic law corruption risk. Chinese companies’ adept at hiding corrupt business practices from their western owners. M&A work is equally risky and should be managed accordingly. 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Show Notes for Episode 4, Year End Review, Part I  We turn to the 2016 year in review, in this Part I of a two-part series.    Jonathan Armstrong leads a discussion on a very interesting UK Bribery Act enforcement action out of Scotland involving the Braid Group Ltd. It has some very significant implications for Bribery Act enforcement actions going forward. He also discusses the continued evolution of the UK DPA process and who it all works into the burgeoning global anti-corruption enforcement we saw in 2016. For Cordery’s piece on the Braid case, click  here. For Cordery’s piece on the continued evolution of the UK DPA practice, click  here.  Jay Rosen takes us through a Paul Krugman NYT post on some of the invidiousness of corruption, focusing on the corrupting nature of compliance around undue influence. Rosen explains incentives more than anything else and how such incentives skew the marketplace. He asks a couple of provocative questions. First are there too many FCPA, ethics and compliance conferences? Second, even with the robust FCPA enforcement and maturation of compliance programs, why does corruption still exist? For a link Krugman post, click  here.  Rants will return in a couple of weeks.  The members of the Everything Compliance panel include: Jay Rosen (Mr. Translations) – Jay is Vice President of Legal & Corporate Language Solutions at United Language Group. Rosen can be reached at rosen@ulgroup.com.Mike Volkov – One of the top FCPA commentators and practitioners around and is the Chief Executive Officer (CEO) and owner of The Volkov Law Group, LLC. Volkov can be reached at mvolkov@volkovlawgroup.com.Matt Kelly – Founder and CEO of Radical Compliance, is the former Editor of the noted Compliance Week Kelly can be reached at mkelly@radicalcompliance.comJonathan Armstrong – Rounding out is our UK colleague, who is an experienced lawyer with Cordery in London. Armstrong can be reached at armstrong@corderycompliance.com.    Learn more about your ad choices. Visit megaphone.fm/adchoices

Show Notes for Episode 4, Year End Review, Part I  We turn to the 2016 year in review, in this Part I of a two-part series.    Jonathan Armstrong leads a discussion on a very interesting UK Bribery Act enforcement action out of Scotland involving the Braid Group Ltd. It has some very significant implications for Bribery Act enforcement actions going forward. He also discusses the continued evolution of the UK DPA process and who it all works into the burgeoning global anti-corruption enforcement we saw in 2016. For Cordery’s piece on the Braid case, click here. For Cordery’s piece on the continued evolution of the UK DPA practice, click here.  Jay Rosen takes us through a Paul Krugman NYT post on some of the invidiousness of corruption, focusing on the corrupting nature of compliance around undue influence. Rosen explains incentives more than anything else and how such incentives skew the marketplace. He asks a couple of provocative questions. First are there too many FCPA, ethics and compliance conferences? Second, even with the robust FCPA enforcement and maturation of compliance programs, why does corruption still exist? For a link Krugman post, click here.  Rants will return in a couple of weeks.  The members of the Everything Compliance panel include: Jay Rosen (Mr. Translations) – Jay is Vice President of Legal & Corporate Language Solutions at United Language Group. Rosen can be reached at rosen@ulgroup.com. Mike Volkov – One of the top FCPA commentators and practitioners around and is the Chief Executive Officer (CEO) and owner of The Volkov Law Group, LLC. Volkov can be reached at mvolkov@volkovlawgroup.com. Matt Kelly – Founder and CEO of Radical Compliance, is the former Editor of the noted Compliance Week Kelly can be reached at mkelly@radicalcompliance.com Jonathan Armstrong – Rounding out is our UK colleague, who is an experienced lawyer with Cordery in London. Armstrong can be reached at armstrong@corderycompliance.com.     Learn more about your ad choices. Visit megaphone.fm/adchoices

This PodBriefing includes commentary by Neil McInnes, a senior lawyer who specialises in corporate criminal investigations. It looks at key aspects of the Bribery Act 2010, including the scope of “bribery”, what the legislation means in practice for senior managers, employees and the management of wider business relationships, and issues of personal and corporate liability. A court room scenario depicts the prosecution of Mr Pryce, a procurement manager from the fictional “Oldtown University”. The video concludes with judgment, together with a summary of the outcomes of cases prosecuted under the Act and reported up to the date of filming.

This PodBriefing includes commentary by Neil McInnes, a senior lawyer who specialises in corporate criminal investigations. It looks at key aspects of the Bribery Act 2010, including the scope of “bribery”, what the legislation means in practice for senior managers, employees and the management of wider business relationships, and issues of personal and corporate liability. A court room scenario depicts the prosecution of Mr Pryce, a procurement manager from the fictional “Oldtown University”. The video concludes with judgment, together with a summary of the outcomes of cases prosecuted under the Act and reported up to the date of filming.

Previously, anti-bribery legislation in the UK had prevented many small and medium-sized markets from exporting to various emerging markets because of the over-complexity in the legislation. Companies and their GCs will therefore be pleased with the potential relaxation of the legislation which could be announced next month.

Baron Falconer of Thoroton, Opposition Spokesperson for Justice, formerly Secretary of State for Constitutional Affairs, speaks at the first Oxford Anti-Corruption Conference, Kellogg College, 13 January 2011.

We talk to a corruption expert about how the UK's new Bribery Act could govern companies all over the world, and hear from the victorious Simon Singh on today's libel victory.