Category Archives: Compliance

Another one bites the dust

“Barnes & Noble Details CEO Firing,” The Wall Street Journal, October 31, 2018 B1.  CEO allegedly fired for sexual harassment and bullying, and interfering with the sale of B&N.

So, the CEO gets canned.  No severance package.  What message does this send to the rest of the organization (and, indeed, to other CEOs and other companies)?  How does the Board look on this one?  From a Compliance standpoint, and a Governance one, looks pretty good.

Might this be a pretext?  Could he have been fired for some other reason?

 

Advertisements

Leave a comment

Filed under Board, Communications, Compliance, Compliance, Compliance (General), Controls, Corporation, Duty, Employees, Governance, Internal controls, Oversight, Supervision

How much due process is due?

“CBS to Weigh CEO’s Fate,” The Wall Street Journal, July 30, 2018 A1.  Discussion over whether CEO accused of sexual harassment should stand down while the investigation continues.

Curious that Urban Meyer has to stand aside while an investigation into whether he should have reported domestic abuse by an assistant coach 9 years earlier at a different school, but Leslie Moonves remains on board as the CEO of CBS.  See https://infogovnuggets.com/2018/08/07/caesars-wife/

What does it say about a company’s culture when, in the current environment, the CEO can remain in his job during such an investigation?  How convinced are the rank-and-file employees that the sexual harassment policy is real, or just a piece of paper?  Are the directors serious about this policy?  What about other policies?

Leave a comment

Filed under Board, Compliance, Compliance, Compliance (General), Corporation, Culture, Culture, Directors, Duty, Employees, Governance, Oversight, Oversight, Policy

Fraudster

“Theranos Settle Investor Suit As Firm Runs Low on Funds,” The Wall Street Journal, July 23, 2018 B3.  Investors alleged Theranos had defrauded them by making false statements about the company’s technology.

This joins the long (and growing) list of people suing for harm caused by this company.  Are the directors in the dock?  The CEO and former president are.

False statements are information, in a sense.  The is the kind of basic, bog standard stock fraud that led to the creation of the SEC.

Who’s going to get the last drop of blood out of this stone?

Leave a comment

Filed under Board, Communications, Compliance, Compliance, Compliance (General), Controls, Corporation, Culture, Data quality, Definition, Directors, Duty, Duty of Care, Employees, Governance, Inform shareholders, Information, Internal controls, Investor relations, Oversight, Oversight, Protect information assets

Loose lips volume II

“Chips CEO Resigns Over Conduct,” The Wall Street Journal, July 18, 2018 B1.  CEO of Texas Instruments fired/forced-to-resign after two months for violating company’s Code of Conduct.  Probably no package, either.  No details on the nature of the violation.

It’s nice when a company enforces its policies against the CEO.  Sends a message to the worker bees.

Leave a comment

Filed under Board, Communications, Compliance, Compliance, Compliance (General), Controls, Corporation, Culture, Directors, Duty, Employees, Governance, Internal controls, Oversight, Oversight, Policy

Sexting

It’s always good to have a catchy headline.

“Lust, Anger Topple Powerful Lawyer,” The Wall Street Journal, July 14, 2018 A1.  Sexting scandal costs head of major law firm his job (and his ~$6 million salary), even though he did nothing beyond sending and receiving the texts.

Would you trust a lawyer who had such lapses in personal judgment?  Would you trust the law firm of which he was the chairman?  He had reason to suspect the woman he was texting, as he became aware of her when looking into her relationship with a friend of his at church.  Good deeds don’t go unpunished.

She sent copies of the email exchanges to the firm’s executive committee.

The problem with email is that it doesn’t go away, and you can’t control what the recipient does with them.

Important safety tip, Egon,  That bears repeating.  And repeating.

1 Comment

Filed under Board, Communications, Compliance, Controls, Governance, Internal controls, Third parties

Policy

This blog looks at the intersection of Information, Governance, and Compliance.  Normally, when one hears “Compliance,” one assumes it means compliance with law.  But Compliance also extends to compliance with policy.

“Barnes & Noble Cites Policy In Firing,” The Wall Street Journal, July 5, 2016 B1.  B&N CEO and a member of the board fired after a little more than a year for violation of a so-far-undisclosed company policy..  No severance package.  Ouch.

What sort of message does that send to the rank and file when the CEO gets punished for violating company policy?  Does that extend beyond the policy the CEO is accused of violating?  Is that why the specific policy wasn’t mentioned?

I assume this was for a violation more serious than failing to follow the company’s Records Retention Policy.  But aren’t all violations of company policy by the CEO equally serious? Aren’t all violations of policy equal, or are there capital “P” policies, and small “p” policies?  How does an employee tell the difference?

And the company chose to publicize at least the basic reason for the firing; does it do that in all firings for policy non-compliance?  Does the CEO have more or less privacy rights than the lowest-paid employee?

Leave a comment

Filed under Board, Communications, Compliance, Compliance, Compliance (General), Controls, Corporation, Directors, Duty, Employees, Governance, Internal controls, Policy, Privacy

A billion here, a billion there

Eventually, you’re talking real money.

“Volkswagen Fined $1 Billion in Germany,” The Wall Street Journal, June 14, 2018 B4. Fine for “dereliction of management oversight” following the diesel emissions-testing scandal.  Somewhat broader than a Caremark claim.

Will the directors have to pay anything out of their pockets?  Or just their shareholders’ pockets?

Leave a comment

Filed under Board, Compliance, Compliance, Compliance (General), Controls, Corporation, Culture, Culture, Directors, Duty, Governance, Internal controls, Oversight, Oversight