Popcorn and Compliance

Tom Fox and Megan Dougherty are back to review the Disney series starring the Marvel Cinematic Universe character, Loki, in the new series, appropriately enough named Loki. In this special catch up episode, they take a look at episodes 1-3. Each episode will feature a review of the sysnopsis, Cookies and other cool stuff and then go through some of the questions they have from each episode. It will be a rollicking great time. Join us for all 10 episode. Spoiler Alert-if you have not seen the episode, Tom and Megan will be taking a deep dive into all of the storylines. 

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In this special podcast series, One Stone Creative co-founder Megan Dougherty and Tom Fox, the Voice of Compliance indulge in their love of all things MCU by watching and discussing the Falcon and the Winter Soldier. In this episode we look at episode 5 of the series currently running on the Disney channel. Some of the highlights include:

Synopsis

Cookies

1. Truth and Isiah Bradley
2. Torres as the new Falcon
3. Contessa Valentina Allegra de Fontaine
4. Zemo and Bucky; Zemo to the Raft
5. Sam tells bucky to make amends to others, not for himself
6. Sam and Bucky on the boat. Stay away from my sister!
7. A gift from the Wakandans?
8. Post-credits scene – the new shield.
9. Did Batroc deliver some kind of brainwashing device?

Issues 

1. Did Bucky and Cap conspire to give the shield to Sam?
2. Why does Sam take the mantle now?
3. Is Bucky finally getting better?
4. Sharon Carter and Batroc the Leaper?
5. What about the new Captain America?

So kick back and enjoy the MCU universe on the small screen and then check out this special series on Popcorn and Compliance.

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In this special podcast series, One Stone Creative co-founder Megan Dougherty and Tom Fox, the Voice of Compliance indulge in their love of all things MCU by watching and discussing the Falcon and the Winter Soldier. In this episode we look at episode 4 of the series currently running on the Disney channel. Some of the highlights include: 

In this special podcast series, One Stone Creative co-founder Megan Dougherty and Tom Fox, the Voice of Compliance indulge in their love of all things MCU by watching and discussing the Falcon and the Winter Soldier. In this episode we look at episode 4 of the series currently running on the Disney channel. 

1. Synopsis
2. Cookies and other Cool Stuff

The Whole World is Watching

Deprograming in Wakanda

What does the serum do?

Super Heros and Supremacist

Turkish Delight

The two Captain Americas and Rage

3.  Discussion

Does look like Sharon Carter is the Power Broker. Or is she?

How far will the flag smashers go?

Sam and Karli-are they closer in spirit than is obvious?

Should Zemo face justice in Wakanda? Are the Dora Milaje now bounty hunters?

Is the new Captain America damaged goods?

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In this special podcast series, One Stone Creative co-founder Megan Dougherty and Tom Fox, the Voice of Compliance indulge in their love of all things MCU by watching and discussing the Falcon and the Winter Soldier. In this episode we look at episode 3 of the series currently running on the Disney channel. Some of the highlights include: 

Ø  Synopsis of the episode. 

Ø  MCU cookies and other cool things.

1.     Commercial at the beginning – similar to ads in Wandavision. Is the government the biggest bad of all?

2.     Cap: “don’t even let them breathe.” Yikes. Also, is he the only unilingual superhero?

3.     Ends justify the means – theme of the episode?

4.     Zemo is the therapist now. (Strong Hannibal Lecter vibes.)

Ø  Questions for Consideration

5.     Is the Baron’s back story plausible? Just how cool is he?

6.     How did we move from social commentary to a spy/thriller show?

7.     Was Bucky simply in character at the Bar or was he under Zemo’s control again?

8.     Has Sharon Carter gone to the dark side? Is she The Power Broker?

9.     Fight at the lab. 

So kick back and enjoy the MCU universe on the small screen and then check out this special series on Popcorn and Compliance. 

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In this special podcast series, One Stone Creative co-founder Megan Dougherty and Tom Fox, the Voice of Compliance indulge in their love of all things MCU by watching and discussing the Falcon and the Winter Soldier. In this episode we look at episodes 1 & 2 of the series currently running on the Disney channel. Some of the highlights include:

• Synopsis of each episode.
• MCU cookies and other cool things.
• The awesome action sequences.
• Do Superheroes need a job?
• What is therapy?
• Racism and human experiments.

So kick back and enjoy the MCU universe on the small screen and then check out this special series on Popcorn and Compliance.

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In honor of David Prowse, the original actor portraying Darth Vader, I am running a podcast series this week on the intersection of compliance and Star Wars. Today, I consider at the only stand-alone entry in the Star War series, Rogue One. This movie tells the tale of the spies who stole the schematics from the original Death Star and transmitted it to Princess Leia and thereby the Rebel Alliance. Rogue One is the first film in the Star Wars Anthology series, a series of stand-alone spin-off films in the Star Wars franchise. It is not clear where the name of the movie came from; although my personal nomination is that in the attack led by Luke on the original Death Star, his squadron was Rogue Two so the movie title is a tribute to those Rebel Alliance X-wing fighters and their pilots. It informs the myth of the rogue employee.

As long as 25 years ago, Lynn S. Paine wrote about the myth of the rogue employee in the Harvard Business Review (HBR), in an article entitled “Managing for Organizational Integrity”. In this article she wrote, “executives are quick to describe any wrongdoing as an isolated incident, the work of a rogue employee. The thought that the company could bear any responsibility for an individual’s misdeeds never enters their minds. Ethics, after all, has nothing to do with management. In fact, ethics has everything to do with management.” How prescient she was in her article.

For it is management who sets the tone throughout the organization, whether that is something along the lines of a wink and a nod towards ethics and compliance or the more ubiquitous miss your numbers for two quarters and you will be history, Paine noted, “More typically, unethical business practice involves the tacit, if not explicit, cooperation of others and reflects the values, attitudes, beliefs, language, and behavioral patterns that define an organization’s operating culture. Ethics, then, is as much an organizational as a personal issue.”

However, a company’s responsibility is more than simply to set the right tone then sit back and do nothing. The drafters of the Foreign Corrupt Practices Act (FCPA) recognized this when they included the requirement for internal controls to be included in the law. For, as Paine said, “Managers who fail to provide proper leadership and to institute systems that facilitate ethical conduct share responsibility with those who conceive, execute, and knowingly benefit from corporate misdeeds.”

Yet the myth of the rogue employee is more than a simple myth. It is also a dangerous myth. It is dangerous because it excuses negligent or intentional corporate behavior. Mike Volkov, in a blog post entitled “The Myth of the Rogue Employee”, noted that illegal conduct such as that under the FCPA does not occur “in a vacuum.” He explained “There are other employees with whom the person interacts, there are financial controls in place to protect against such misconduct, there are reporting mechanisms for employees to report suspicious activity, and there is likely to be someone in the organization who is close enough to the bad actor, or responsible for the conduct of the bad actor, and who suspected or should have suspected that the actor was engaged in misconduct.” Moreover, the more sophisticated the scheme, the more actors are involved and the more controls are overridden or disregarded as he explained, “As the misconduct becomes more complicated, like in the case of bribery or antitrust violations, where such schemes require additional actors or raise red flags or where others are in a position to know or suspect that misconduct may have occurred”.

The three basic tenets of a best practices compliance program are to prevent, detect and remedy. By claiming employees who engage in bribery and corruption have ‘gone rogue’; companies are attempting to divest themselves of responsibility for actions from which they benefit, particularly if the bribery and corruption generated business sales and revenue.

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In honor of David Prowse, the original actor portraying Darth Vader, I am running a podcast series this week on the intersection of compliance and Star Wars. Second in our series on compliance through the lens of Star Wars is Episode V – The Empire Strikes Back, which is my personal favorite of the original three movies. The film begins with a cool battle on the ice planet of Hoth and has some great HR lessons as Darth Vader executes officers for work place failures; demonstrates some dangers involving ineffective training for Luke Skywalker on the tropical plant of Dagobah, where he travels to learn under the Jedi master Yoda who utters the immortal line “Try not! Do, or do not. There is no try”; and ends in Cloud City, a floating gas mining colony in the skies of the planet Bespin run by Han Solo’s old buddy, Lando Calrissian. It also has one of the greatest movie lines of all-time, thundered by Darth Vader to Luke Skywalker, near the end of the film. Today, we consider it for the continued issue of due diligence.

Solo and Calrissian go way back and Solo trusts him. Of course, Solo won his starship, the Millennium Falcon, in a card game from Calrrisian but it was never clear just how legit the card had been. Unfortunately for Solo, he was followed to the Cloud City by bounty hunter Boba Fett who alerts the Empire to Solo’s location. Solo’s friendship with Calrrisian is sorely tested when Vader and his Imperial Troops arrive, take Solo, Chewbacca and Princess Leia prisoner and torture them to entice Luke to come to save his friends. During the climactic battle between Luke Skywalker and Darth Vader, there is the BIG REVEAL where Vadar utters the immortal line, “I AM YOUR FATHER”.

I thought about these last two points, in the context of knowing who you are doing business with under the FCPA or UK Bribery Act. I once heard a company President say he did not need to perform due diligence because he looked a man in the eyes and that was enough to know if he was honest. (I should add, this President also evaluated the strength of a handshake as an additional level of due diligence.) Hopefully we have moved past this level of sophistication for due diligence and its evaluation thereof.

One of the areas I still receive questions about are the different levels of due diligence. I break due diligence down into three stages: Level I, Level II and Level III.

Level I-consists of checking individual names and company names through several hundred Global Watch lists comprised of anti-money laundering (AML), anti-bribery, sanctions lists, coupled with other financial corruption and criminal databases. 

Level II-encompasses supplementing Level I due diligence with a deeper screening of international media, typically the major newspapers and periodicals from all countries plus detailed Internet searches. 

Level III-it is an in-country ‘boots-on-the-ground’ investigation and is designed to supply your company “with a comprehensive analysis of all available public records data supplemented with detailed field intelligence to identify known and more importantly unknown conditions.

Now imagine if Luke had performed a more robust level of due diligence on Darth Vadar? Would he have been able to find out Darth Vadar was his father? Perhaps not but then again, we might not have heard that seminal line “I AM YOUR FATHER”.

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In this podcast series, recovering screenwriter (and Mr. Monitor) Jay Rosen and Tom (the Compliance Evangelist) indulge in passion for the movies by looking at them through the lens of compliance. Jay is a contemporary movie fan and I am more of a classic movie maven so we present a well-rounded view of the movie fandom. If you want to indulge in your love for the movies with two guys who are passionate about Hollywood and get some ideas for your compliance program, this is the podcast series for you. In this episode, Jay and I review the final episode in the 9-part Star Wars cycle, The Rise of Skywalker.

Some of the highlights include: 

Ø  What are the compliance lessons from the return of Emperor Palpatine?

Ø  What message Jannah and the former storm troopers bring to middle management and tone in an organization.

Ø  How Princess Leia illustrates the need for mentors and mentorship in the compliance profession. 

Ø  Why were there so many creative changes at the top and how does that inform your compliance regime?

Ø  Do you have to do it the same as you always have in the past?

Ø  Tom gives the movie an overflowing special purchaser bucket of popcorn and special edition R2D2 super-sized Diet Coke. Jay gives the movie one bucket but takes it to a new level with a can of Red Bull thrown in to keep his up during this lengthy flick.

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In this podcast series, recovering screenwriter (and Mr. Monitor) Jay Rosen and Tom (the Compliance Evangelist) indulge in passion for the movies by looking at them through the lens of compliance. Jay is a contemporary movie fan and I am more of a classic movie maven so we present a well-rounded view of the movie fandom. If you want to indulge in your love for the movies with two guys who are passionate about Hollywood and get some ideas for your compliance program, this is the podcast series for you. For this offering, we consider the Star Trek IV-The Voyage Home.

Some of the highlights include:

• Why did this movie have such humorous themes?
• The key message in this movie is to listen.
• What are some of the leadership lessons from this movie?
• Why every CCO needs allies in the C-Suite.
• Can a city be a character in a movie?
• Tom gives the movie a full bucket and a medium sized Diet Coke. Jay gives the movie an overflowing bucket but takes it to a new level with a Slurpee with a shot of whisky thrown in.

We will interrupt this series of Star Trek movies to look at the key Star Wars movies leading up to release of the final chapter in the original 9-part saga envisioned by George Lucas, The Rise of Skywalker. The series will run the week of December 16-20. May the force be with you.

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Welcome to the Day 5 and final installment of the five-day podcast series Jay Rosen and I are producing in honor of the latest Star Wars movie The Rise of Skywalker. Each day over this week, Jay have reviewed a Star Wars movie and discuss it from the compliance perspective. Today, we consider Episode VII, The Last Jedi and the role of a Board of Directors in succession.

A Board’s ability to renew itself on a consistent basis can help ensure it maintains a proper mix of experience and subject matter expertise any businesses current and down the road needs. While noting that there is no ‘one-size-fits-all-approach’ to succession planning, you should have a plan.

1. Examine the key corporate documents. The director nomination policy and any relevant policies setting out the appropriate protocols and procedures.
2. Use an assessment framework. Base your criteria on organization needs and director performance.
3. Conduct due diligence. Conduct an executive level due diligence background investigation.
4. Maintain a pipeline. Maintain a pipeline of qualified candidates.
5. Assess Board policies. Every Board should assess all policies around succession on a regular basis.
6. Disclose your succession strategy. Both a large number of institutional investors and good corporate governance advocates suggest that companies disclose their Board of Director succession strategies. It provides greater transparency to stakeholders.
7. Benchmark your succession strategy. Benchmark your succession strategy.

Jay gives the film a full bucket of hot buttered popcorn. Tom gives it 1.5 buckets of overflowing non-butter popcorn, together with an Extra Large Diet Coke.

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