The FCPA Report

The definitive source of actionable intelligence covering the Foreign Corrupt Practices Act

Articles By Topic

By Topic: Boards of Directors

  • From Vol. 5 No.13 (Jun. 29, 2016)

    The DOJ Deploys Carrots and Sticks in Analogic FCPA Settlement

    The SEC and DOJ’s recent FCPA settlements with health care and security technology company Analogic reveal how the government is treating self-reporting and cooperation after the announcement of the Pilot Program and the Yates Memo. The combination of Analogic’s voluntary disclosure of its bribery scheme involving Russian slush funds, and its failure to fully cooperate in the investigation, netted benefits (the lack of a parent-level DOJ plea) yet also less-than-optimal results (a lower discount than the Pilot Program provides for). We analyze the more than $11 million settlement with Analogic and its Danish subsidiary BK Medical and BK Medical’s former CFO. See also “From Discounts to Slush Funds: Red Flags to Heed and Eight Steps to Take to Avoid SAP’s $3.9 Million Mistakes” (Feb. 10, 2016).

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  • From Vol. 5 No.12 (Jun. 15, 2016)

    Board Responsibility for Ethics and Compliance

    In recent months, the DOJ and SEC have made it abundantly clear that they are focused on prosecuting individuals for their part in FCPA violations. In light of this additional attention, board members and others responsible for company compliance programs must be even more diligent about meeting their obligations. In a recent conversation with The FCPA Report, Jean-Marc Levy and Susan Divers of training, advisory and education company LRN discuss the nature of a board’s compliance and ethics responsibilities and provide suggestions for how board members can fulfill their anti-corruption compliance duties. See “Directors and CCOs Share Insights on Maximizing a Board’s Impact on Compliance” (May 4, 2016).

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  • From Vol. 5 No.9 (May 4, 2016)

    Directors and CCOs Share Insights on Maximizing a Board’s Impact on Compliance

    How can a board best shape and support a company’s compliance efforts? At Ethisphere’s 2016 Global Ethics Summit, a panel featuring directors, executives and compliance experts from JLL, AT&T, U.S. Steel Corporation, Walmart, ManpowerGroup and PwC discussed the challenges boards face and best practices for approaching compliance issues. See also “How the Board and Compliance View Each Other” (Sep. 23, 2015).

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  • From Vol. 4 No.19 (Sep. 23, 2015)

    How the Board and Compliance View Each Other

    Robust communication between the board and the compliance department is integral for a strong anti-corruption program, but relations between the two groups are not always straightforward.  The Society of Corporate Compliance and Ethics (SCCE), in cooperation with New York Stock Exchange Governance Services (NYSE), recently explored the interaction between board-level personnel and compliance personnel in their 2015 Board of Director’s Compliance and Ethics Survey.  NYSE senior compliance counsel Eric Morehead and senior analyst Leslie Prendergast, along with SCCE vice president Adam Turteltaub, discussed the survey in a webinar.  They compared various compliance topics from the perspective of both compliance officers and the board, including how companies should structure reporting lines, how frequently compliance should report to the board, how comfortable the board is hearing from compliance and the traits boards look for in CCOs.  See also “Customizing Codes of Conduct to Spread the Message of Compliance,” The FCPA Report, Vol. 4, No. 5 (Mar. 4, 2015); “Using Behavioral Psychology Tools to Leverage Compliance Resources,” The FCPA Report, Vol. 4, No. 3 (Feb. 4, 2015).

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  • From Vol. 4 No.2 (Jan. 21, 2015)

    The Board’s Role in an Anti-Corruption Investigation

    An educated and active board of directors can do a lot to keep companies in compliance with anti-corruption laws, and if there is a potential violation, can steward the company successfully through the investigation process.  An effective board must maintain a working relationship with the members of management responsible for the compliance program and must understand the specific risks faced by the company.  During a recent panel at the Practising Law Institute’s Directors’ Institute on Corporate Governance 2014, experts explained the active role boards should take in the current environment of increased enforcement actions and sanctions.  The panel featured Dennis Beresford, Executive in Residence at the J.M. Tull School of Accounting at the University of Georgia and former Chairman of the Financial Accounting Standards Board; Larry Boyd, Executive Vice President, Secretary, and General Counsel of Ingram Micro Inc.; Robert Khuzami, a partner at Kirkland & Ellis and former SEC Director of Enforcement; and Antonio Yanez, Jr., a partner at Willkie Farr & Gallagher.  See also “Anti-Corruption Compliance Best Practices for Boards of Directors,” The FCPA Report, Vol. 2, No. 12 (Jun. 12, 2013).

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  • From Vol. 3 No.5 (Mar. 5, 2014)

    Do Compliance Officers Have More Seats in the C-Suite?

    The influence of CCOs in global companies has grown over the past decade as the enforcement landscape in many areas – notably the FCPA – has changed.  Yet, where a CCO should fit into a company's reporting structure remains unsettled.  A recent survey conducted by the Society of Corporate Compliance and Ethics and the Health Care Compliance Association examined how CCOs are interacting with boards of directors, providing benchmarks for companies.  See “How to Structure Chief Compliance Officer Reporting Lines to Maximize the Efficacy of Anti-Corruption Compliance (Part One of Three),” Vol. 2, No. 22 (Nov. 6, 2013), Part Two of Three, Vol. 2, No. 23 (Nov 20, 2013), Part Three of Three, Vol. 2, No. 24 (Dec. 4, 2013).

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  • From Vol. 2 No.12 (Jun. 12, 2013)

    Anti-Corruption Compliance Best Practices for Boards of Directors

    The board of directors is now viewed by regulators, shareholders and other stakeholders as a central bulwark in a company’s anti-corruption infrastructure – the result of a dramatic increase in FCPA enforcement actions, issuance of the joint SEC/DOJ FCPA Resource Guide and related factors.  Boards and their committees are taking a more vigorous and proactive approach to FCPA compliance and monitoring, but few board members have deep experience in the area, and fewer still are conversant with relevant best practices.  A recent Practising Law Institute panel offered insights that can help board members identify issues, ask the right questions and accurately measure corruption risk.  The panel was moderated by F. Joseph Warin of Gibson, Dunn & Crutcher LLP, and approached the issues of a board’s role in anti-corruption compliance from three perspectives: that of a seasoned board member (Nina Henderson), a prosecutor (Jason Jones of the DOJ) and outside counsel (Martin J. Weinstein of Willkie Farr & Gallagher LLP).

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