Category Archives: Directors

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

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

Was your ride late?

“Chicago Sues Uber For Lag in Reporting Data Hack,” The Wall Street Journal, November 28, 2017 B4.  Following the disclosure of the year-old breach of 57 million accounts, Uber is sued for consumer fraud and deceptive business practices, among other things.

There is the breach.  And then your response to the breach.  And then the regulators’ and the customers’ and the shareholders’ response to the breach.

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Filed under Communications, Compliance, Controls, Corporation, Directors, Duty, Duty of Care, Employees, Governance, Information, Internal controls, Investor relations, IT, Oversight, Protect assets, Security, Supervision, To report, Value

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

Nissan, too

“Nissan Report Faults Management,” The Wall Street Journal, November 18, 2017 B3. Factory workers falsified inspection data.  Nissan recalls 1.2 million vehicles.  Did management press too hard when setting targets?

Everyone on the manufacturing floor knew the inspections were being done by under-qualified workers, and hid it from the inspectors.  Management was clueless.  Practice was the norm for nearly 30 years.

Would your culture allow this to happen in your company?

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Filed under Accuracy, Compliance, Compliance, Controls, Corporation, Culture, Data quality, Directors, Duty, Duty of Care, Employees, Governance, Internal controls, Management, Oversight, Policy, Protect assets, To report

The hits just keep on coming

“Faked Data at Issue Again in Japan,” The Wall Street Journal, November 25, 2017 B1.  Mitsubishi Materials continued to ship car, plane, and power-plant parts to 200 customers (including in the US) while factory workers were fudging quality data on rubber gaskets and copper products.  As is common, they sat on the news for a while.

This follows similar stories about Kobe Steel and Nissan Motors.  So much for the much-vaunted quality initiatives in Japan.  These types of problems “have deep roots in Japan Inc.’s governance problems,” which rely on decentralized and largely independent operations.

If there’s a problem somewhere else in your industry, you probably have it, too;  you just haven’t found it yet.

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Filed under Accuracy, Board, Compliance, Controls, Corporation, Culture, Data quality, Directors, Duty, Duty of Care, Employees, Governance, Internal controls, Managers, Oversight, Protect assets, Supervision, To report, Vendors