“Whistleblower Alert Scrutinized,” The Wall Street Journal, November 24, 2017 B6. A year ago, the CEO gets a letter from an employee saying the company is committing fraud by overstating some metrics. Investors are later told the allegations are without merit, and invest $500 million. Now the investors are suing. We’re told that that suit is without merit, even though it looks like some metrics were overstated.
How do you handle continuing to operate your business after a whistleblower puts you on notice of potential wrongdoing? What audiences do you need to communicate with? Shareholders, government regulators, lenders, employees, others? What can you say without stumbling over an inconvenient truth or two?
Filed under Accuracy, Board, Communications, Compliance, Compliance, Corporation, Data quality, Directors, Duty, Duty of Care, Employees, Governance, Inform market, Inform shareholders, Investor relations, Lawyers, Protect assets, To report
“Equifax Clears Four Executives,” The Wall Street Journal, November 4, 2017 B8. Apparently, the senior execs didn’t know about the hack of 145.4 million accounts that was allegedly discovered only three days before they sold stock.
How do you prove what you didn’t know? How does the lawyer approving the sales know what they knew? Someone in the company knew about the hack. Doesn’t that knowledge get imputed to all the senior execs?
A new oxymoron.
A Brigadier General in charge defending the accused at Guantanamo was arrested on the order of a military judge. The General’s crime: allowing other civilian defense attorneys to resign after it was discovered the Government had bugged the room where the attorneys met with their clients.
“Gitmo General Is Released,” The Wall Street Journal, November 4, 2017 A5.
But Bergdahl walks?
Do military judges have more power than either they think they have or that they should? How do you govern without reliable enforcement?
I was working on another project, and could not do my postings as timely as I would like. But here’s a bunch of news items I wanted to write about:
- “Tesla Boss Warns on Artificial Intelligence,” The Wall Street Journal, July 17, 2017 B1. Elon Musk call for a regulatory body to “guide development of the powerful technology.” Government bodies are so well suited to such activity.
- “Disney Sued Over Films’ Visual Effects,” The Wall Street Journal, July 18, 2017 B3. Who owns the technology (that’s information) that melds real human faces with characters in films? Plaintiff wants an injunctions to prevent display and sale of several major movies.
- “States Urged to Give Voter Records to Commission,”The Wall Street Journal, July 20, 2017 A4. Who owns your voter record? You? The state in which you voted? Is it public? If so, can the Federal government request it?
- “U.S. To Drop ‘London Whale’ Charges,” The Wall Street Journal, July 22, 2017 B1. What happens when your star witness suffers a credibility problem?
- “Lax Governance Cited in Spanish Bank’s Collapse,” The Wall Street Journal, July 25, 2017 B10. Problems: lack of sufficient independence of directors from management and deals with companies that may have posed conflicts. How can you govern if you’re too friendly with management?
- “Ex-Fiat Executive Is Charged,” The Wall Street Journal, July 27, 2017 B3. Executive formerly in charge of labor relations for Fiat indicted, accused of illegal payoffs and special deals with union leaders, and skimming money from a worker training fund. Executives go to jail when they get caught.
- “Local Council Suspected in London Fire,” The Wall Street Journal, July 28, 2017 A16. Were the local councils somehow responsible for the fire that killed 80? Police think so. Decision makers are responsible for their decisions.
Filed under Compliance, Compliance, Controls, Corporation, Directors, Duty, Duty of Care, Employees, Governance, Lawyers, Oversight, Ownership, Privacy, Third parties, Uncategorized
Last July, after the July 5 new conference, I wrote about the consequences of James Comey’s decision not to prosecute, https://infogovnuggets.com/2016/07/12/sounds-of-silence/. I view that as The Day Information Governance Died.
This week, we had the sequel.
If you create a document in the normal course of your duties for your employer, about a conversation held in the course of your employer’s business, using the employer’s computer, then that document is the property of your employer. It’s “proprietary.” You can’t take that document with you when you’re fired and then give it to others. Even if it doesn’t contain privileged information. Or your purported recollections of a conversation in your official capacity with the President, subject to executive privilege.
But Mr. Comey seems to be above (or maybe beside) the Law, generally. And he is (until the ethics people get a hold of this) a lawyer.
“The ‘Close Friend’ Behind Memo Leak,” The Wall Street Journal, June 9, 2017 A4. Comey leaks a memo he wrote while a government employee to a friend, in order to leak it to the press.
And we wonder why we have a hard time getting traction on information governance.
Part of governance is punishing someone who violates the rules. Good, though, to have some temporal connection between the violation and the punishment.
“U.S. Plans Charges In Breach At Yahoo,” The Wall Street Journal, March 15, 2017 B1. Move comes after 2014 breach at Yahoo that exposed 500 million users in late 2014, after the larger breach in 2013 exposing twice as many accounts. Huge impact on the users and the shareholders.
The company’s lawyer resigned and the CEO lost her cash bonus. Have the directors at the time been penalized at all? They missed this, too.
Filed under Board, Controls, Directors, Duty, Employees, Governance, IT, Lawyers, Oversight, Oversight, Protect assets, Protect information assets, Security
Normally, I tie to an article in The Wall Street Journal, but couldn’t find this news items there. Today’s post is based on an article yesterday from Corporate Counsel.
The former General Counsel of Bio-Rad Laboratories in California got fired in 2013, soon after he reported to the company’s audit committee on possible FCPA violations. He claimed whistleblower protections under Sarbanes Oxley.
Jury finds for plaintiff; $5.8 million in back pay and $5 million punitive damages. Company had already paid $55 million to settle FCPA allegations.
Interesting implications for compliance, audit committees, whistleblowing, and attorney-client privilege.
Filed under Board, Compliance, Compliance, Corporation, Duty, Employees, Governance, Lawyers, Legal, Privilege, To report