Across the Board

In this special 5-part podcast series, I am visiting with David Greenberg, Special Advisor at LRN. We take a deep dive into the LRN White Paper entitled, “What’s the Tone at the Very Top: Board and Compliance: The Role of Boards in Overseeing Corporate Ethics & Compliance”. In this podcast series we explore the white paper in depth and provide the Chief Compliance Officer and compliance practitioner with succinct and practical tips for educating, dealing with and reporting to a Board of Directors. In Episode 2, we consider the average Board of Director’s knowledge of compliance and your game plan going forward. Some of the highlights from the podcast include: Ø  Why don’t Boards have a better understanding of the compliance function within their organization?Ø  Why do BOD’s have such little knowledge of the CECO role?Ø  Why does the BOD tend to focus on what has passed rather forward looking?Ø  Does your Board have a compliance game plan?Ø  Why does a BOD need to develop a framework for discussing, evaluating, and measuring ethics and compliance?Ø  Why should BODs relate ethics and compliance to their companies’ core strategy and be able to have a sufficient point of view to guide and oversee it?  Check out the LRN White Paper What’s the Tone at the Very Top: Board and Compliance: the Role of Boards in Overseeing Corporate Ethics & Complianceby clicking here.

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In this special 5-part podcast series, I visit with David Greenberg, Special Advisor at LRN. We take a deep dive into the LRN White Paper entitled, “What’s the Tone at the Very Top: Board and Compliance: The Role of Boards in Overseeing Corporate Ethics & Compliance”. In this podcast series we explore the white paper in depth and provide the Chief Compliance Officer and compliance practitioner with succinct and practical tips for educating, dealing with and reporting to a Board of Directors. In Episode 1 we introduce the topic of what’s the tone at the very top of your organization. Some of the highlights from the podcast include: Ø  What’s the role of the Board around compliance and ethics?Ø  Why is it important for the Board to actively oversee a C&E program?Ø  What is the biggest disconnect between the BOD and the compliance function?Ø  Board members should think of compliance as beyond FCPA and Sarbanes-Oxley, yet there understanding is members’ fuzzy at best. Ø  Board members understand what auditors do, but they often do not understand compliance enough to ask intelligent questions.” Check out the LRN White Paper What’s the Tone at the Very Top: Board and Compliance: the Role of Boards in Overseeing Corporate Ethics & Complianceby clicking here.

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I recently had the chance to visit with Rakhi Kumar, Senior Managing Director, Head of ESG Investments and Asset Stewardship, at State Street Global Advisors. We discussed the firm’s recent initiative around corporate culture and Board of Director engagement on this issue. State Street Global Advisors recently released a Letter from its President and Chief Executive Officer, Cyrus Taraporevala, in which he called upon corporate Boards to place a greater emphasis on corporate culture, which State Street Global Advisors says is a top asset stewardship engagement priority for the asset manager in 2019. But more than simply laying out the problem around Board’s assessing and monitoring corporate culture, State Street Global Advisors laid out a Framework for Boards to do so with their recently released Aligning Corporate Culture with Long-Term Strategy. We considered this and much more in this podcast. Some of the highlights include: Why should corporations align culture with long term strategy;What is corporate culture? Why is there growing regulatory and investor interest in corporate culture?What is the Board’s role in assessing and monitoring corporate culture?What is a Framework for doing so? For additional reading on my interview with Rakhi Kumar and State Street Global Advisor’sFramework for Aligning Corporate Culture with Long-Term Strategy, see the White Paper, Boards and Corporate Culture: SSGA Framework available through Corporate Compliance Insights. 

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In this five-part podcast series, I visit with Amii Barnard-Bahn to consider five of the top corporate scandals from 2018. The five we discuss are CBS, 1MDB/Goldman Sachs, Facebook, Tesla and Nissan. We explore the failures at the Board of Directors and at senior management and these companies need to do to not only solve the legal imbroglios they now find themselves in but to also regain the trust of their various stakeholder. In this first episode we consider the ongoing scandal at CBS around its former CEO Les Moonves and the claims of not only sexual harassment but also sexual assault.  Some of the highlights include: ·     Why is this matter on our Top 5 list?·     Was there actual knowledge of the complaints by individual members of the Board or the entire Board of Directors?·     Should Viacom blow up the CBS Board or start over?·     What is the role of a CCO?·     Why should the CCO be separate and apart from the legal function? Amii Bernard-Bahn is an expert on organizational culture, ethics, and leadership and frequently speaks and writes about these passions. She is a tireless advocate for diversity in leadership, serving on the Bay Area 2020 Women on Boards Leadership Council and testified in multiple committees for the successful passage of California’s #SB826. She specializes in accelerating the success of C-Suite executives and partners with leaders, corporate boards and their teams to help scale their business. She also consults with large to mid-sized organizations hire me to help them achieve exceptional results and cultivate an environment that inspires employees to do their best work.  She can be reached via email at [email protected].

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In this five-part podcast series, I visit with Amii Barnard-Bahn to consider five of the top corporate scandals from 2018. The five we discuss are CBS, 1MDB/Goldman Sachs, Facebook, Tesla and Nissan. We explore the failures at the Board of Directors and at senior management and these companies need to do to not only solve the legal imbroglios they now find themselves in but to also regain the trust of their various stakeholder. In this fifth and final episode we consider the Nissan, the arrest of its former CEO Carlos Ghosn and what it means for both of them and the French auto company Renault.  Some of the highlights include: ·     Why is this matter on our Top 5 list?·     Where was the Nissan Board when Ghosn was using company funds for private purposes literally across the globe?·     Has there ever been such a high-profile situation where a Board of Directors had its CEO criminally charged and arrested?·     Is this a situation of Japan Inc. trying to clean up its scandal plagued image?·     How CEO entitlement can negatively impact an organization?·     The worldwide automotive industry continues is scandal plagued cultures.·     What is the role of Board oversight on a CEO? Amii Bernard-Bahnis an expert on organizational culture, ethics, and leadership and frequently speaks and writes about these passions. She is a tireless advocate for diversity in leadership, serving on the Bay Area 2020 Women on Boards Leadership Council and testified in multiple committees for the successful passage of California’s #SB826. She specializes in accelerating the success of C-Suite executives and partners with leaders, corporate boards and their teams to help scale their business. She also consults with large to mid-sized organizations hire me to help them achieve exceptional results and cultivate an environment that inspires employees to do their best work. She can be reached via email at [email protected].

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In this five-part podcast series, I visit with Amii Barnard-Bahn to consider five of the top corporate scandals from 2018. The five we discuss are CBS, 1MDB/Goldman Sachs, Facebook, Tesla and Nissan. We explore the failures at the Board of Directors and at senior management and these companies need to do to not only solve the legal imbroglios they now find themselves in but to also regain the trust of their various stakeholder. In this second episode we consider the ongoing scandal at the Malaysian sovereign wealth fund 1MDB and the fallout for Goldman Sachs.  Some of the highlights include: ·     Why is this matter on our Top 5 list?·     Will this scandal be the largest geo-political scandal going forward into 2019?·     What is the legal liability of the 1MDB Board of Directors?·     How high up at Goldman did this scandal go?·     How could there have been such a blatant override of internal controls at Goldman Sachs?·     How pervasive was the ‘win at all costs’ culture at Goldman Sachs?·     What will be the DOJ/SEC penalty on Goldman Sachs?

Amii Bernard-Bahn is an experienced executive who has worked at Fortune 20 companies and nonprofits such as McKesson, Allianz and the California Dental Association, leading multiple functions, including Human Resources, Compliance, Legal, IT, and Communications. Now as an executive coach and strategic advisor Amii helps boards and leaders design exceptional work environments that enable organizations to outbehave and outperform the competition. 

Amii is a leadership columnist at Compliance Week and a favorite guest on the Compliance Podcast Network, covering CEO, board and governance best practices. She is a Fellow at the Institute of Coaching at McLean Hospital - Harvard Medical School. Current clients include First Republic Bank, The Gap, and Adobe. A lifelong diversity advocate, Amii recently testified in multiple legislative committees on the successful passage of CA SB826, the first law in the U.S. requiring corporate boards to include women.  She can be reached via email at [email protected].

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In this five-part podcast series, I visit with Amii Barnard-Bahn to consider five of the top corporate scandals from 2018. The five we discuss are CBS, 1MDB/Goldman Sachs, Facebook, Tesla and Nissan. We explore the failures at the Board of Directors and at senior management and these companies need to do to not only solve the legal imbroglios they now find themselves in but to also regain the trust of their various stakeholder. In this third episode we consider the Facebook’s continued drip, drip, drip of self-inflicted releases of its customers data without permission or even bothering to inform them.  Some of the highlights include: ·     Why is this matter on our Top 5 list?·     Facebook has nearly 2.2 billion users worldwide, when will accept responsibility for its actions?·     Facebook’s problems have moved into the realm of the geo-political, requiring nuance and skill to manage. Is the Board and Senior Management up to the task?·     What will be the legal liability of Facebook in the EU and UK after the implementation of GDPR?·     Has Facebook become evil or were Mark Zuckerberg and Sheryl Sandberg just overwhelmed by the stunning growth of the organization?·     What will be the regulatory response to Facebook’s selling of its customer’s data?·     What will be the Facebook business model a year from now?·     Has Facebook become a bellwether for how we relate to each other in the 21stcentury? Amii Bernard-Bahnis an expert on organizational culture, ethics, and leadership and frequently speaks and writes about these passions. She is a tireless advocate for diversity in leadership, serving on the Bay Area 2020 Women on Boards Leadership Council and testified in multiple committees for the successful passage of California’s #SB826. She specializes in accelerating the success of C-Suite executives and partners with leaders, corporate boards and their teams to help scale their business. She also consults with large to mid-sized organizations hire me to help them achieve exceptional results and cultivate an environment that inspires employees to do their best work. She can be reached via email at [email protected].

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In this five-part podcast series, I visit with Amii Barnard-Bahn to consider five of the top corporate scandals from 2018. The five we discuss are CBS, 1MDB/Goldman Sachs, Facebook, Tesla and Nissan. We explore the failures at the Board of Directors and at senior management and these companies need to do to not only solve the legal imbroglios they now find themselves in but to also regain the trust of their various stakeholder. In this fourth episode we consider the Tesla and how do you solve a problem like Elon Musk.  Some of the highlights include: ·     Why is this matter on our Top 5 list?·     Will the Tesla Board ever reign in Elon Musk? Should they?·     Musk is probably the most widely media-reported CEO in the US. His every move is watched? Is the Board of Directors up to the task?·     Will the latest changes to the Tesla Board change anything?·     His ‘funding secured’ tweet was the most expensive ever. Has anyone learned any lessons from this cockup?·     What will be the regulatory response to Facebook’s selling of its customer’s data?·     From the business perspective, Tesla’s production woes continue. Can they be solved?·     Did the SEC and Jay Clayton cave into the Cult of Elon in its settlement? Amii Bernard-Bahn is an expert on organizational culture, ethics, and leadership and frequently speak, research and write about these passions. She is a tireless advocate for diversity in leadership, serving on the Bay Area 2020 Women on Boards Leadership Council and testified in multiple committees for the successful passage of California’s #SB826. She specializes in accelerating the success of C-Suite executives and partners with leaders, corporate boards and their teams to help scale their business. She also consults with large to mid-sized organizations hire me to help them achieve exceptional results and cultivate an environment that inspires employees to do their best work. She can be reached via email at [email protected].

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In this episode of Across the Board, I visit with Doreen Lilienfield. She is a partner at Shearman & Sterling in New York. Today we visit on the firm’s Shearman & Sterling Annual Corporate Governance & Executive Compensation Survey.  Some of the topics we discuss are: ·     What is the Shearman & Sterling Annual Corporate Governance & Executive Compensation Survey?·     Why should Boards of Directors be concerned with corporate culture?·     What is corporate culture? ·     What are some corporate culture red flags?·     Why is corporate culture a company asset?·     What are some indicia of a health corporate culture?·     How does a Board work to institutional corporate culture oversight?·     How should a Board work through or think through its role in oversight? To review the Shearman & Sterling Annual Corporate Governance & Executive Compensation Survey, click here.

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In this episode of Across the Board, I visit with Amii Barnard-Bahn.  She is a strategic advisor to Boards of Director and executive coach to many C-Suite members. She specializes in accelerating the success of C-Suite executives and partners with leaders and teams to help scale their business. She has shaped company culture and strategic initiatives as an executive at Fortune 20 companies, smaller businesses and nonprofits, leading multiple functions; including Human Resources, Legal, IT, Communications, and Compliance. Today’s topic is the Board’s failures at Theranos and how they helped lead to the demise of the company.

Some of the topics we discuss are:Where can you begin to enumerate the Board failures?What type of Board Chair is needed to make the Board truly independent?Why a compliance professional needs to be named to the Board.What is the role of a Board of Directors?What questions should Board candidates ask before agreeing to go on a Board?If there are serious allegations of fraud, if the Board does not lead an investigation, the government will do it for you?This podcast will help you as a Board member understand how your role changes as the risks to your organization change, if you do not provide effective oversight.

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