I normally cite to The Wall Street Journal. But occasionally I come across something elsewhere worthy of note. One of my sources is the Business Law Prof Blog. There was a post there today titled “Omissions Liability: Tempest in a Teapot or Gathering Storm?”
At issue, can there be Rule 10b-5 liability (dealing with securities fraud) for not saying something, when you had knowledge and something akin to a duty to disclose. There’s a Supreme Court case (Leidos, Inc. v. Indiana Public Retirement System) pending that may resolve the issue.
Is a corporation’s failure to say something in itself information, and if so, is that silence itself information that must be governed in order to be compliant? How do you manage/govern silence?
Filed under Board, Business Case, Collect, Communicate, Communications, Compliance, Compliance, Compliance, Controls, Corporation, Directors, Duty, Governance, Inform market, Inform shareholders, Investor relations, Management, Third parties, To report
This blog focuses on the intersections of compliance, governance, and information. Most of the postings are about failures to govern appropriately, non-compliance, or the misuse of information. This one is different.
“Hospitals Use Alerts to Curb Unnecessary Care,” The Wall Street Journal, September 13, 2017 R2. Digital alerts embedded in patients’ medical records used to prevent or reduce medical errors (or lapses in the treating physicians’ memories). See also several other articles in the same report, many of which describe the use of technology to solve some of the information problems in the practice of medicine.
The problem with information is that we have so much, it’s hard to access what we need to when we need to. Having it is not enough; you have to use it to get value.
Filed under Access, Accuracy, Collect, Controls, Governance, Information, Internal controls, IT, Management, Oversight, Security, Use, Value
If someone asks you to “alter” or “fudge” a financial metric reported to the market, take pause. Or hit the big red button.
“Witness: Magnate Knew of Altered Metric,” The Wall Street Journal, June 28, 2017 B9. The chairman of a large company allegedly knew that one of the financial metrics the company reported to the market for the previous quarter was improperly inflated. Or fudged, as they say in the trade. By $12 million.
The former chief accounting officer took a plea to fraud (and admitted to lying on other matters) and is cooperating with the government; the former CFO is charged with criminal fraud and is at trial. The company is “cooperating.” The chairman hasn’t been charged. Yet.
Why isn’t the company charged? At least one of its agents appears to have committed a fraud. Why isn’t the chairman charged, if he knew? Is this consistent with the Yates memo? Is there a civil (derivative) suit against the chairman?
Filed under Accuracy, Board, Collect, Communicate, Compliance, Compliance, Compliance, Controls, Corporation, Directors, Duty, Duty of Care, Employees, Governance, Inform market, Internal controls, Management, Oversight, Oversight
How do you forecast what information the company will need twenty years from now, long after your retirement?
“First Job of Dismantling Nuclear Plants: Find a Russian Speaker,” The Wall Street Journal, June 12, 2017 A1. Dismantling engineers encounter problems when trying to decontaminate and tear down an old nuclear facility. The engineering drawings are not necessarily accurate as-built diagrams, and a lot of the language is Russian.
An organization needs a lot of information. One area is “What information will we need when it’s time to dismantle this great thing we just built?” Is this information governance, records management, or knowledge management? Does it matter? Who owns this problem? This same problem came up in my prior life when looking at the information requirements to shut down and dismantle a North Sea oil platform – a lot of that information needs to be captured at the front end and during the life of the facility, and maintained until the facility is removed.
If the Board asks how much the company paid for something, “I don’t know” isn’t a good answer. Neither is “We can’t track that today.”
“Algorithms Help Calpers Tally Fees,” The Wall Street Journal, May 23, 2017 B1. The question was how much the pension plan had paid private-equity managers in performance fees. It turns out the answer was $3.4 billion, over 25 years, with $490 million last year. Answer was derived using algorithms.
“It took five years to develop a new data collection system that requires private-equity managers to fill out various templates describing their various fees.”
How comforting – a self-graded exam for $3.4 billion in fees.
What’s information worth? How can you manage without it? How did they?
Filed under Access, Analytics, Board, Collect, Controls, Corporation, Data quality, Directors, Duty, Governance, Information, Internal controls, Management, Operations, Oversight, Oversight, Protect information assets, Third parties, Use, Use, Value, Vendors
Is the use of algorithms to set prices a subterfuge to facilitate price fixing?
“To Set Prices, Stores Turn To Algorithms,” The Wall Street Journal, May 9, 2017 A1. Use of algorithms to establish prices for a wide range of products, from Staples to gas stations based on “big data.”
But what if everyone uses the same algorithm? Or if the algorithms are wrong or the data upon which they are based is wrong? Can anyone explain what they do and how they do it? The ultimate black box.
Filed under Analytics, Business Case, Collect, Compliance, Data quality, Governance, Information, IT, Management, New Implications, Operations, Oversight, Use, Use
How do you prevent the competition from punking your business? Caller ID helps the pizza delivery business identify who’s calling.
“Uber Used Program to Evade Authorities,” The Wall Street Journal, March 6, 2017 B4. Uber apparently wrote its terms of service, and monitors data on who and where calls are coming from, to reduce competitors’ interfering with its business (by making fake calls). Also identifies people suspected of running a law enforcement sting operation.
So Uber looks for clues to see if you’re a regulator. Do you use a burner phone? Does your credit card belong to a regulatory agency? Is this using information to assist the achievement of your business model?
Filed under Access, Accuracy, Analytics, Business Case, Collect, Controls, Governance, Management, New Implications, Operations, Policy, Protect assets, Risk assessment, Use, Use