Monthly Archives: August 2017

Put it in writing

There are hard requirements (like laws and such) and soft requirements, somewhat more mystical.  If you want people to obey, make the requirements (or guidance) hard, which requires writing them down, and publish them on the web..

“China Put Investment Controls In Writing,” The Wall Street Journal, August 19, 2017 A1.  Controls deal with overseas investment by Chinese companies and investors.  Restricts investment overseas in property, hotels, entertainment, and sports teams.  Allows investment in critical technologies.

Does your company operate based on unwritten guidelines?

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Filed under Communications, Compliance, Controls, Corporation, Duty, Governance, Internal controls, Third parties

Outsider, beware

“Infosys CEO Leaves In Row With Founder,” The Wall Street Journal, August 19, 2017 B3.  Gibson Dunn had been investigating some internal improprieties.  The former CEO, who was hired by Infosys from outside the company,  will stay on as executive vice chairman.  He is replaced by a long-time Infosys employee.

Seems a bit of a mixed message.  The founder of the company, who left 3 years ago, complains about operations under the new (and now former) CEO, but the former CEO sticks around on the Board.  Who’s really in charge?  Change is hard.

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Filed under Board, Controls, Corporation, Culture, Culture, Directors, Duty, Employees, Governance, Investor relations, Oversight, Third parties

Labels matter

In the case of another serial offender, “Mylan Settles U.S. Claims on EpiPen,” The Wall Street Journal, August 18, 2017 B5.  Mylan pays $465 million for misclassifying the EpiPen as a generic, which affects how Medicaid reimbursements are made.

Funny how Mylan is so careful to not make mistakes that result in them getting less money.  The current shareholders keep getting these large bills.

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Filed under Accuracy, Business Case, Controls, Corporation, Culture, Definition, Duty, Governance, Information, Internal controls, Oversight, Protect assets, Risk

IT consultant pleads guilty to information misuse

“Insider Charge for Ex-BofA Staffer,” The Wall Street Journal, August 17, 2017 B1.  The staffer was a former IT consultant accused of getting tips from a confidential deals database and passing them on to his girlfriend’s father.

The former consultant pleaded guilty to criminal insider trading charges.  The company fully cooperated in the government investigation, it says.

A bad weak for IT consultants.

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Filed under Access, Controls, Corporation, Directors, Duty, Internal controls, IT, Security, Third parties, To report, Vendors

Can you hear the fiddle over the shuffling?

At Wells Fargo, the beat goes on.

“Wells Fargo Shake-Up Imperils Chairman,” The Wall Street Journal, August 11, 2017 B1.  The person appointed non-executive chairman of the bank following the “retirement” of the former chairman in the wake of some of the Wells Fargo scandals is now on the verge of his own “retirement.”  The shareholders didn’t support him.

Interesting that the shareholders have a voice, while their shares burn.  Last one to leave, please turn out the lights.

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Filed under Board, Corporation, Culture, Directors, Duty, Governance, Investor relations

What would Microsoft say?

“In China, Live Surveillance Feeds Are the New Entertainment,” The Wall Street Journal, August 11, 2017 A6.  Apparently, the data feeds from surveillance cameras are available on the internet, and have now been collected and edited into a movie.

Are you a person of interest?


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Filed under Access, Controls, Information, Ownership, Third parties, Uncategorized

David and Goliath fighting over your data

“LinkedIn Suffers Defeat in Data Case,” The Wall Street Journal, August 15, 2017 B3.  A data mining company was scraping the public information posted by employees on LinkedIn and predicting when employees would leave.  Microsoft, who now owns LinkedIn, sued to block the data mining company from accessing the site and lost its request for an injunction.

Apparently, Microsoft doesn’t own the publicly available information posted by third parties.

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Filed under Access, Controls, Information, Ownership, Third parties

Can shareholders do that?

Can one of the shareholders both sue your former CEO for fraud and contact all the other shareholders?  Apparently.

That’s what happening at Uber.  “Kalanick Critic Stirs the Pot,” The Wall Street Journal, August 15, 2017 B1.  Benchmark Capital (which also sits on the Board) sued the former CEO at Uber for fraud, saying he had failed to disclose “secret bad business practices,” which may revolve around the CEO’s increase in the number of directors, or allegations about sexual harassment and sexism.  While Uber searches for a new CEO, it is managed by a 16-person committee.  How’s that working for you?

Apparently, derivative actions aren’t a shareholder’s sole remedy.  And a board member can sue as an individual shareholder.

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Filed under Board, Compliance, Controls, Corporation, Culture, Directors, Duty, Governance, Inform market, Inform shareholders, Internal controls, Oversight, Shareholders

The dog that didn’t bark

In a departure from normal practice, I comment upon an event unreported, as far as I can tell, in The Wall Street Journal.  For me, some things transcend politics.

Maybe I missed it.  Or maybe The Wall Street Journal didn’t see fit to print the leaked transcripts of President Trump’s post-inauguration phone calls with the leaders of Mexico and Australia.

What does it say that this story, blaring over the TV newswires, wasn’t printed?  Does it say something about some organizations placing the Nation’s security above their own circulation numbers?  Is that a control you can rely on?  Apparently not from everyone.

Even if the paper had or did print something on this, what does the leak of those transcripts say about information governance?  First, does the White House have adequate controls and culture in place?  Clearly not.  Maybe General Kelly can help with that.

But what about the person who signed an oath and nonetheless decided to leak these classified transcripts to the press, thinking little or nothing about the impact on future calls between world leaders?  What’s their understanding of duty?  Placing the Nation’s needs above those of party or self?

Hang ’em high.

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Filed under Access, Compliance, Controls, Culture, Duty, Employees, Governance, Government, Internal controls, Protect assets, Third parties

Catching up

I was working on another project, and could not do my postings as timely as I would like.  But here’s a bunch of news items I wanted to write about:

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Filed under Compliance, Compliance, Controls, Corporation, Directors, Duty, Duty of Care, Employees, Governance, Lawyers, Oversight, Ownership, Privacy, Third parties, Uncategorized