Category Archives: Corporation

Who exactly are your partners?

“U.S. Probes Microsoft on Bribery,” The Wall Street Journal, August 24, 2018 B1.  DOJ probes sales of software licenses to middlemen for ultimate sales to smaller governments.

Did the middlemen in, say, Hungary, share their discounted purchase price with government officials by way of bribes?  Even if they did, is Microsoft liable?  Unless the middlemen were Microsoft sales agents (who didn’t take title to the software licenses), or Microsoft knew of the scheme, hard to see FCPA liability for Microsoft.  Were the middlemen business partners of Microsoft, or just intermediate purchasers?

The ethics of the people with whom you do business can come back to bite you.  Your policies may apply by contract to consultants and third parties that you engage, but do they apply to the people to whom you sell/license your product?

 

 

 

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Filed under Compliance, Compliance (General), Controls, Corporation, Duty, Governance, Oversight, Policy, Third parties, Vendors

Who’s the boss?

To have governance, is a single point of accountability required?

“Workers Deal With Too Many Bosses,” The Wall Street Journal, August 21, 2018 B1.  According  to a recent poll, two-thirds of employees have more than one boss.  Some employees respond by trying to manage their bosses.

From a Governance perspective, if you have multiple bosses, who sets your priorities?  Who establishes the policies and procedures and instructions that you, as an employee, must follow?  How does one resolve conflicts?

And which one person in your organization bears responsibility/accountability for the overall Governance of your company’s Information?  Your company’s overall Compliance with law and with company policy and procedures?

Without such a single point of accountability/responsibility, who gets punished if things don’t go right?  If no one is held responsible/accountable at the C-suite level, do you really have a program-in-fact, as opposed to a program-on-paper?

 

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Filed under Compliance, Compliance (General), Controls, Corporation, Directors, Duty, Employees, Governance, Internal controls, Supervision, Who is in charge?

Controlling speech

How does one control speech in the public forum without encroaching upon fundamental freedoms?

“On Social Media, a Battle Is Brewing Between Bots and Trolls,” The Wall Street Journal, August 11, 2018 B7. Blocking some speech and some speakers would be bad if the government did it.  But is it better if private companies do it, especially when they have pervasive power over the communications streams currently in use?

There’s battle brewing, indeed.  Are the Facebooks and Googles of the world mere utilities getting paid solely for carrying content from all comers, with no power (or financial interest?) over the content they carry, or are they publishers with some accountability?  If the technology tools they use to screen out the “bad” stuff (terrorists, for example) also screen out unpopular (to someone) speech, who pays damages?

If a company is quasi-governmental, shouldn’t it be subject to quasi-constitutional limitations?

This seems to me to be Governance, Compliance, and Information.

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Filed under Access, Accuracy, Communications, Compliance, Compliance (General), Controls, Corporation, Data quality, Duty, Governance, Government, Internal controls, Third parties

Loose lips, revisited

The prior post was about what you say and in what medium.  So’s this one.

“SEC Probes Musk Tweets On Possible Tesla Buyout,” The Wall Street Journal, August 9, 2018 A1.  Were Elon Musk’s tweets about having lined up financing for a buyout false or misleading?  The SEC may want to know.

So, is information false or misleading?  I thought we had freedom of speech?  And (altogether too much) freedom to tweet?

Falsely shouting fire in a crowded theater is still a bad thing (thank you, Justice Holmes).  As is misleading your shareholders.

Should a CEO of a listed company know better?  Loose lips sink ships.

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Filed under Accuracy, Communications, Compliance, Compliance (General), Controls, Corporation, Definition, Duty, Employees, Governance, Information, Internal controls, Investor relations

Value

The value of information can be calculated in multiple ways, from multiple viewpoints.

“My Boss Makes What? (Employees Work Harder If They Know),” The Wall Street Journal, August 6, 2018 R1. Salary transparency makes people work harder.

Is what you make “private”?  Should it be?  Whose interests are served by keeping this information private?  Who owns it, you or your employer?  Do anyone have a duty to keep this private?  Why would your employer want this kept quiet?  To avoid Sally complaining that she works harder/better/faster/quieter than Sue, and should be paid more? Or to keep a competitor enticing Sally away?

Ask yourself why you want to keep your salary private.  Sure, you don’t want marketing agencies targeting you because you’re wealthy, but they probably can approximate your salary anyway.

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Filed under Access, Accuracy, Communications, Controls, Corporation, Culture, Duty, Employees, Governance, Information, Internal controls, Managers, Ownership, Privacy, Third parties, Value

Shoot for the stars

Nailing a high-visibility target demonstrates that you’re serious about compliance.  Especially if he or she is a big money maker.  And especially if it is over violations of your company’s procedures.

“GAM Says Fund Manager Breached Policies on Gifts,” The Wall Street Journal, August 7, 2018 B10.  “[T]he star fund manager” also used his personal email to transact business for the company, and failed to follow other company procedures.

The company’s shares have dropped 44%.

Would you be surprised if your company did this?  What does that say about your culture?

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

Gee, what could go wrong?

“Facebook Asks Banks for Customer Data,” The Wall Street Journal, August 7, 2018 A1. “[T]o offer new services to users,” Facebook asks banks for “detailed financial information about their customers.”

I can see what’s in it for Facebook, and maybe for the banks.  But isn’t this your information?  Shouldn’t you have some control what the banks do with it?  Are you comfortable with the controls the banks and Facebook will place on this information?  It might be convenient for you, but at what risk?

Do we remember Cambridge Analytica?  Will Facebook try to do this in Europe?

To whom do you complain?  Your elected representative?  Your bank?  The state or federal regulators?

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Filed under Access, Controls, Corporation, Duty, Duty of Care, Governance, Information, Internal controls, Investor relations, IT, Oversight, Ownership, Privacy, Protect assets, Security, Third parties, Uncategorized, Who is in charge?