Category Archives: Board

Wells Fargo, again

“Wells Fargo Gets New Warning,” The Wall Street Journal, November 30, 2017 B1.  Feds may take enforcement action over the company’s auto-insurance and mortgage operations.

Will the shoes ever stop dropping at Wells Fargo?  Once you are shown to be non-compliant, do you get stuck under the regulatory microscope?

How’s that suit against the directors going?

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Filed under Board, Compliance, Compliance, Compliance Verification, Controls, Corporation, Culture, Directors, Duty, Duty of Care, Employees, Governance, Internal controls, Oversight, Oversight

Breach at PayPal

“PayPal Discloses Breach At Its TIO Unit,” The Wall Street Journal, December 2, 2017 B11.  Upwards of 1.6 million users affected at newly acquired company that has kiosks in retail stores.

When you acquire a company, make sure their cybersecurity is up to snuff.  From Day One.

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Filed under Board, Compliance, Compliance Verification, Controls, Corporation, Duty, Duty of Care, Governance, Internal controls, IT, Oversight, Oversight, Protect assets, Protect information assets, Security, Supervision

Covert units

It’s a bad sign when you establish a covert unit.

“Uber Formed Covert Unit to Steal Trade Secrets, Ex-Employee Says,” The Wall Street Journal, November 29, 2017 A1. According to a former security employee, Uber “had a team dedicated to stealing [competitors’] trade secrets and helped employees dodge regulators’ scrutiny.”

This information was in a letter read to the jury in the Alphabet/Uber trade secret litigation.  Ouch.

What does it say about the company’s commitment to compliance with law (including the rights of others)?  Are RICO charges far behind?

If Uber loses the case, will shareholders sue the directors who allowed this to happen?

 

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Filed under Board, Compliance, Compliance, Controls, Corporation, Culture, Culture, Directors, Duty, Duty of Care, Employees, Governance, Internal controls, Management, Oversight, Oversight, Supervision

Wells Fargo, continued, again

“Wells Fargo Bankers, Chasing Bonuses, Overcharged Clients,” The Wall Street Journal, November 28, 2017 A1.  Only 35 of 300 companies had been charged only what they had agreed to.  Four foreign-exchange bankers fired.

Who is surprised?  The culture at the company was potentially fatally defective.

Why hasn’t the Board been held liable?  The directors utterly failed in their fiduciary duties.

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Filed under Board, Compliance, Compliance, Compliance Verification, Controls, Corporation, Culture, Culture, Directors, Duty, Duty of Care, Employees, Governance, Internal controls, Oversight, Oversight, Protect assets, To report

Cybersecurity

Cybersecurity involves protecting the enterprise from internal or external attack and responding after the enterprise has been attacked.  How do you ensure your business continues to operate if its cybersecurity is breached?  It’s not just sending notices to affected customers and paying for credit watches.

“Banks Create Cyber Doomsday System,” The Wall Street Journal, December 4, 2017 B1.  By requiring banks and credit unions to back up their data so that operations can be restored after a breach.  This also protects confidence in the overall banking system.

Do you have a business continuity plan?  Does it address how you will access your critical information so that you can continue to operate?

What’s surprising is that this is newsworthy.

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Filed under Access, Board, Business Case, Business Continuity, Controls, Corporation, Directors, Duty, Duty of Care, Governance, Information, Interconnections, Internal controls, IT, Operations, Oversight, Protect assets, Protect information assets, Security, Value

Another one bites the dust

“Steinhoff’s CEO Resigns Amid Accounting Probe,” The Wall Street Journal December 7, 2017 B3.  Off-balance sheet accounting leads to resignation of CEO of parent company of Sleepy’s (a mattress brand), and a drop of 62% in share value.

Where was the Board?  Where were the auditors?  Trying out the company product?

Who pays the price of management’s failure?

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Filed under Accuracy, Compliance, Compliance, Compliance Verification, Controls, Corporation, Culture, Duty, Employees, Governance, Information, Internal controls, Oversight, Oversight, To report, Value

Manager sentenced

“VW Manager Sentenced in Fraud,” The Wall Street Journal, December 7, 2017 B2.  The head of VW’s environment and engineering office in Michigan was sentenced to seven years and to pay a $400,000 fine for his role in the emissions-cheating scandal.. He’s the second VW exec to get prison time.

He actually offered the “I was just following orders” defense.

What was the culture?

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Filed under Culture, Culture, Duty, Employees, Governance