Category Archives: Risk assessment

When does one use or disclose information?

Often, one has information but doesn’t act immediately, or require others to act on it immediately.  But there have been several instances of the government sitting on information that later turns out was really important.  Is this just not recognizing the risk?  Would they have done anything differently?

“FAA Was Slow to Act On Engine Warning,” The Wall Street Journal, May 21, 2018 B1.  FAA (and the airline industry)  knew of the potential for engine blades to crack for 2 years.  The manufacturer increased inspections. Then one blade cracked, destroying an engine and killing a passenger on the Southwest airlines flight in April.

This seems to link Governance (Who was responsible for deciding that the risk was adequately managed?) and Information (Did everyone have the same level of information?).  Is there also a Compliance vector?  The airlines were complying with government directions.

And how much does the flying public rely on the government to take care of such things?

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Filed under Governance, Protect assets, Reliance, Risk assessment, Who is in charge?

Costly

Wells Nears $1 Billion Settlement,” The Wall Street Journal, April 20, 2018 B1.

Wells Fargo is about to be (has been) fined close to $1 billion for irregularities regarding auto loans, auto insurance,  and mortgage loans.  This is the civil side.  This is in addition to the $185 million for the account cramming scandal in 2016, where the bank opened new accounts and credit cards that consumers did not request.  The Chief Risk Officer is also retiring.

Once again, the shareholders pay mightily for the sins of (mis-)management.

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Filed under Compliance (General), Culture, Governance, Risk, Risk assessment, Supervision

What’s security worth?

“Overstock.com Shares Fall on Crypto Probe,” The Wall Street Journal, March 2, 2018 B10.  After they disclose an SEC investigation into sales of digital tokens, share price drops nearly 5% (initially, it was worse).

I suspect the shareholders are not amused.  But will the compliance spending budget go up?  Are the tokens securities?  The legal spending will definitely increase.

Will the Board’s compensation keep pace?

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Filed under Board, Compliance, Compliance, Corporation, Directors, Duty, Duty of Care, Governance, Oversight, Oversight, Risk assessment

Lessons learned?

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.

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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

Lawsuits as a management technique

“Shareholders Sue More Frequently,” The Wall Street Journal, August 22, 2017 B1.  Study show shareholders (or class action lawyers) are litigating more when their company is sued, alleging false and misleading statements by management.  One-hundred thirty-one suits in fist six months of 2017.

So, when communicating to the market or shareholders, make sure everything will stand the test of time.  Is it accurate?  Is it complete?

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Filed under Accuracy, Board, Communications, Controls, Corporation, Directors, Duty, Duty of Care, Governance, Inform market, Inform shareholders, Information, Investor relations, Risk assessment, Third parties, Value

Criminal charges for a CEO

Corporations get charged with criminal conduct from time to time.  But seldom does the CEO at the time also get charged.

“Barclays Hit With Fraud Charges,” The Wall Street Journal, June 21, 2017 B1.  Charges of fraud and illegal payments filed against the bank and its former CEO (and a few other executives) in the UK.

As usual, the shareholders get the bill for any fines (and any diminution in share value).  Curiously absent were any charges against the directors of the Bank’s Board at the time.  But maybe the failure of the Board to detect this level of criminal activity will result in civil suits against the directors for negligent supervision.

Maybe Shearman & Stirling can write another report. (See Wells Fargo posts, supra).  Willie Sutton wasn’t the only crook who knew where the money is/was.

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Filed under Board, Compliance, Compliance, Controls, Corporation, Directors, Duty, Duty of Care, Employees, Governance, Internal controls, Oversight, Oversight, Protect assets, Risk assessment, Supervision

Duty of Directors

One of my common themes is the duty of directors.  They get paid a lot of money to act as fiduciaries for the company’s shareholders.

“Warren Keeps Pressure on Wells,” The Wall Street Journal, June 20, 2017 B10.  Senator Elizabeth Warren (D. Mass.) is leaning on the Federal Reserve (arguably an independent body) to remove 12 directors who served on Wells Fargo’s Board when the account- cramming scandal was going on.  Other problems have emerged at Wells Fargo since then.

The shareholders didn’t/couldn’t vote them out in April, and so far (as I know) the directors haven’t been held personally liable for negligent oversight.  So it’s nice that someone is still pursuing the people in charge at the time that (some of the) bad things were happening.

Some executives got fired or their bonuses were docked.  The shareholders lost a bundle in fines and penalties paid by the company.  It would be nice if the directors were held responsible and accountable — not just to penalize them, but to put other directors on notice of what they are getting paid to do, and for whom.

Would be nice to have a poster child for the director’s duty.

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Filed under Board, Compliance, Compliance, Compliance Verification, Controls, Culture, Directors, Duty, Duty of Care, Governance, Inform shareholders, Internal controls, Oversight, Oversight, Protect assets, Risk Assessment, Risk assessment, Supervision