Monthly Archives: February 2017

Trade Secrets

An employee leaves Company A and starts a new one, Company B, which is in turn acquired by Company C, a competitor of Company A.  Company C develops a laser sensor for self-driving cars.  Company A sues, alleging the employee downloaded 14,000 files before departing, including information about laser sensors and supplier lists and manufacturing details.

“Alphabet Sues Uber Over Trade Secrets,” The Wall Street Journal, February 24, 2017 B3.

How do you protect the company’s technology jewels?  How do you limit and track access?  How do you ensure that a new employee isn’t bringing something he or she shouldn’t have?  How did the directors and managers allow this to happen, at both Company A and Company C?  Is this information no longer a trade secret because Company A didn’t protect it well enough?

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Filed under Access, Compliance, Compliance, Controls, Corporation, Duty, Duty of Care, Employees, Governance, Information, Internal controls, IT, Management, Managers, Oversight, Ownership, Protect, Protect assets, Security, Third parties


Is this just politics, or is it information governance?

“Media Outlets Barred at Briefing,” The Wall Street Journal, February 25, 2017 A3.  Journalists from several major media organizations were barred from a press gaggle on Friday.  The event was still attended by the designated TV and radio pool reporters.

The media was outraged, on both wings.

But look at this deeper, through an information governance lens.

Who “owns” the information being produced?  Whose obligation is it to inform the shareholders?  Does the White House have a duty, or is this just how things have always been done?

Does the White House have the power to exclude certain reporters or media outlets?  Apparently. What would happen if all reporters were excluded, and the press briefing and media handouts moved to the internet?  Would anybody but the media notice or care?




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Filed under Access, Controls, Duty, Governance, Government, To report

Housebreaking a puppy

Governance, whether it’s information governance or just plain governance, requires that you punish those who get caught breaking the rules.  Otherwise, the rules are more like guidelines.  And as when housebreaking a puppy, you should apply the “correction” as close as possible in time to the occurrence of the “breach.”  That includes supervisors.

“Wells Fires 4 Senior Managers Over Sales Practices,” The Wall Street Journal, February 22, 2017 B1.  Now-former Wells Employees include the Chief Risk Officer for retail banking, an executive in Arizona retail banking, a consumer-credit executive (formerly a Los Angeles retail banking executive), and a retail banking strategy and finance executive.  This follows the hold-back of 2016 bonuses for the new CEO and the CFO.  And a fine of $185 million and the termination of 5,300 other employees.  The alleged misdeeds at Wells began in 2009 or 2010.

Better late than never.

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Filed under Board, Compliance, Compliance, Compliance, Controls, Corporation, Directors, Duty, Employees, Governance, Internal controls, Management, Managers, Oversight, Oversight, Supervision, To report

You manage what you measure

If you are serious about imposing a requirement, measure compliance with that requirement and publish the data.

“OPEC Data Show Compliance With Production Cuts,” The Wall Street Journal, February 14, 2017 B9. OPEC confirms 90% of its members are complying with agreement to curtail output.

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Filed under Collect, Communicate, Compliance, Compliance, Governance, Oversight


What happens when you have a duty to disclose information to your shareholders and you try to hide that disclosure?

“Fox Faces Probe In Ailes Settlements,” The Wall Street Journal, February 16, 2017 B3.  Company incurs at least $35 million to deal with sexual harassment claims involving the former CEO.  But maybe they didn’t tell their shareholders enough information about these payments.

If this is happening on a big issue, what does it say about the reliability of internal reporting on other issues?  Is legerdemain acceptable corporate behavior?

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Filed under Access, Accuracy, Board, Collect, Communicate, Compliance, Compliance, Compliance, Corporation, Data quality, Directors, Duty, Governance, Inform market, Inform shareholders, Information, Management, Oversight, To report, Uncategorized, Value

Conundrum wrapped in enigma

How many levels of information governance, or the lack thereof, are implicated in the recent dust-up over Michael Flynn?

“Spies Keep Intelligence From Trump,” The Wall Street Journal, February 16, 2017 A1. Did US intelligence officials really hide information from the President?

Mike Flynn may or may not have discussed sanctions with the Russians in December.  Trump may or may not have been advised of this in December.  Mike Pence may or may not have been advised.  Pence said that he had spoken with Flynn and that sanctions hadn’t been discussed.  Apparently, there is a classified transcript of Flynn’s phone call, possibly captured in violation of US law.  Contents of that reported transcript were possibly released to the media.  Certain information allegedly withheld from the President.

What information is important to your company?  What controls do you have in place to prevent that information from being leaked?  How do you find the leaker?  What steps do you take when you find him or her?  How do you repair the damage from the leak?

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Filed under Controls, Duty, Employees, Governance, Government, Internal controls, Management, Oversight, Protect, Protect assets, Use

It’s a start

“Wells Board To Cut Off Bonuses,” The Wall Street Journal, February 9, 2017 B2. In the continuing saga of the Wells Fargo account-cramming saga, the Board may withhold or reduce bonuses to some senior execs.  This follows the sacking/early retirement of the former CEO.

So, the shareholders pay $185 million in fines and settlements and the CEO “retires.” The Board reduces or cancels senior executive bonuses.  Boo hoo.

What pain to the Board for their failure to catch this?  Does their compensation get reduced?  Should it?

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Filed under Board, Compliance, Compliance, Controls, Culture, Directors, Duty, Employees, Governance, Internal controls, Investor relations, Managers, Oversight, Oversight, Supervision