Knowledge, or lack thereof, is often a good defense.
“Fiat Says It Didn’t Know CEO was Ill,” The Wall Street Journal, July 27, 2018 B1. Company says privacy of health care information meant they didn’t know that their CEO had been sick for a year.
Who knew or should have known? Was this insider information that would affect the value of investments?
Should the Board have known? Did the CEO have a duty to disclose? For more than a year!
Governance, Compliance, and Information. All in one. Add a dash of privacy.
Filed under Access, Accuracy, Board, Communications, Compliance, Compliance (General), Compliance Verification, Controls, Corporation, Directors, Duty, Employees, Governance, Inform market, Inform shareholders, Internal controls, Investor relations, Oversight, Privacy, To report, Uncategorized
This may appear to be more a straight compliance piece than an information governance piece, but consider that the officers and directors didn’t know or didn’t report things that they should have known about. Truth or consequences?
“Wells Fargo Reaches Settlement In Lawsuit,” The Wall Street Journal, May 5, 2018 B10. Tentative settlement in suit alleging certain “current and former officers and directors of the bank had made false statements” affecting the stock price between 2014 and 2016.
The final paragraph of the article says,
The bank said Friday that it “denies the claims and allegations in the action and entered into the agreement in principle to avoid the cost and disruption of further litigation.”
One pauses to wonder if the current shareholders agree, it being their $480 million being spent to resolve the lawsuit, not the $480 million of said certain current and former officers and directors. This is on top of the $1 billion fine paid last month. Hopefully, the current and former shareholders will get some of the $480 million, less legal fees.
Telling fibs in connection with a company’s stock price can be real expensive for some one. Not knowing about abusive sales practices is about the same as lying. And how can you deny something yet still pay $480 million? Who are they trying to fool this time? At least now they can post nice ads on TV, claiming a re-invention. Has the culture problem been fixed?
Filed under Board, Compliance, Compliance, Controls, Corporation, Directors, Duty, Duty of Care, Employees, Governance, Inform market, Inform shareholders, Information, Internal controls, Investor relations, Oversight, Oversight, Protect, Supervision, To report, Value
Two interesting stories on page B1 relating to governance:
“Ford Official Fired for Misconduct,” The Wall Street Journal, February 22, 2018 B1. Top executive fired for unspecified bad conduct.
“Disney Producer’s Behavior Criticized,” The Wall Street Journal, February 22, 2018 B1. Successful producer may act and speak inappropriately, but is still running the high-profile “Frozen” production.
How important is context? One would think that the entertainment industry would be more sensitive than other industries in avoiding any hint of inappropriate (the PC term) behavior, and Disney in particular.
How does your company manage its culture? Does it enforce the rules against top managers, or big money producers? What does the Board say, both now and when something goes wrong (or is discovered) later? Are violations and punishments publicized internally?
Filed under Board, Communications, Compliance, Compliance, Controls, Corporation, Culture, Culture, Directors, Duty, Duty of Care, Employees, Governance, Inform market, Inform shareholders, Internal controls, Oversight, Oversight, To report
I am not sure what to say about the Nunes memo about the DOJ and the FBI and the FISA court, and classified information and governance and compliance. Too political to be educational.
So, the right-hand news item instead. “Fed Limits Wells Fargo Growth, Replaces Directors,” The Wall Street Journal, February 3, 2018 A1. Following a pretty bad year or two, following the customer cramming schedule or the auto insurance. A former CEO. Lower bonuses. Now the government takes control of a large bank and replaces the directors. Restricts the bank’s future growth. A 6% stock value drop, before this week’s really bad sell-off. Cost: $300-400 million. Government says, “We cannot tolerate pervasive and persistent misconduct at any bank ….”
What’s the value of compliance? Is it the possible loss of your ability to control your company? Is this a lesson for directors, in that they may lose their positions (but they don’t have to refund their fees)(yet- the derivative suits are coming soon). They didn’t even do that to BP! The Chief Risk Officer is also retiring later this year.
Business case for compliance or better risk management? For knowing what’s going on in your company? Not sure what the lesson is for the shareholders.
Filed under Board, Business Case, Compliance, Compliance, Compliance Verification, Controls, Corporation, Directors, Duty, Duty of Care, Employees, Governance, Inform market, Inform shareholders, Internal controls, Oversight, Oversight, Protect assets, Risk, Risk Assessment, Risk assessment, Supervision, To report
You discover a product flaw. One of the first things on your crises management list of things to do is notify your biggest (or best) customers.
“Intel Told China of Flaw Before U.S.,” The Wall Street Journal, January 29, 2018 A1. Intel tells its Chinese customers of a security flaw in Intel chips before telling the US government. Flaws discovered in June 2017. Not disclosed to the market until after a website in the UK reports on them in January 2018.
Who thought waiting to tell the US government was a good idea? Where are they now and what are they doing (and for whom)?
Getting information early increases the value of that information to you. Six months? What happened in the meantime? What did the Board know? Did they approve the communications plan?
Filed under Board, Communications, Corporation, Directors, Duty, Duty of Care, Governance, Inform market, Information, Oversight, Security, To report, Value
GE, fresh from the embarrassing disclosure that the Board didn’t know about the two-jet policy, is now being questioned by the SEC over its accounting practices.
“GE Faces An SEC Probe of Accounts,” The Wall Street Journal, January 25, 2018 A1. Questions arise over how GE accounted for revenue on long-term projects.
How did the Board miss this, too? The new CEO must be beside himself. Welcome to the party.
Filed under Accuracy, Board, Compliance, Compliance, Controls, Corporation, Culture, Culture, Directors, Duty, Employees, Governance, Inform market, Inform shareholders, Internal controls, Oversight, Oversight
“SEC Accuses Long Island Town of Fraud,” The Wall Street Journal, November 24, 2017 B11. SEC alleges town failed to tell bondholders about special loan deals. Town feels victimized, as the town board didn’t know of the special deals.
If you have a duty to disclose certain information, and don’t disclose it, that is called either “failure to disclose” or “fraud.” Or a failure of management. There are certain things that, as a director, you are supposed to know.
Board members are fiduciaries.
Filed under Accuracy, Board, Communications, Compliance, Compliance, Corporation, Data quality, Directors, Duty, Duty of Care, Governance, Inform market, Inform shareholders, Investor relations, Oversight, Supervision, To report, Value