Jamming with Jason E34: Compliance Enforcement Case Studies with Matt Kelly

Internal audit and compliance perform similar, but distinct functions. Both groups need to work together to help ensure compliance with the most important laws and regulations and help organizations avoid significant fines, penalties, and repetitional risk. As part of your risk assessment procedures, you need to be scanning what’s happening to other organizations and where governments are focusing enforcement actions.

I discuss recent compliance enforcement actions (case studies) with Matt Kelly and show how recent compliance issues that led to enforcement actions and penalties by the US government can also apply to your organization. Learn from the mistakes of others, so your organization doesn’t have to experience the same risk.

Matt Kelly is the editor of Radical Compliance. You can learn more and sign up for his Friday newsletter at: http://www.radicalcompliance.com/

To take advantage of the 50% off cRisk Academy on-demand course use this link: http://bit.ly/criskacademy and use coupon code: JAMMING2019 when you register for a course. cRisk Academy is offering this to listeners of the Jamming with Jason podcast through 30 November, so make sure to take advantage of your savings today.

Transcript

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Well, Welcome everybody to another episode of jamming with Jason. Hey, today I’m here with longtime friend Matt Kelly, Matt, welcome aboard, man.

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Hello, Jason. It is a delight to be here on this podcast with you. My first time ever on jamming with Jason

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I know it will it will be jam. We be jammin you know anyway.

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No, I know. I know you said that you don’t have to flatter it but it but it’s, it’s, you know,

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Tom refers to you as the coolest guy in compliance. So I thought, well, how cool would it be right. Like if the coolest guy in compliance and a rock star get together on a podcast, it would be jamming, wouldn’t it

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It absolutely would.

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Would be jamming. So for those. For those of you that don’t know, Matt. Kelly is the editor of radical compliance and we’ve known each other for 10 or 15 years somewhere in that range. I think

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I think so, yeah.

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Yeah, it’s, it’s, it’s been a little while but wanted to have Matt on because he really is an expert in the compliance space.

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And so so Matt maybe just just give give the listeners a little, a little flavor for kind of, you know, where you’ve come from and kind of what you’re doing now and how Tom gave you that coolest guy in compliance. Sort of. Sort of thing, because I think you do you, you are

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An icon in this space, if you will, in reporting a lot on what’s actually going on in the compliance realm. Mm hmm.

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Yeah, so I have been reporting on these issues, who’s in one form or another, probably since around 2003 when Sarbanes Oxley was first class and I wound up writing for compliance week for a while.

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And I knew, I knew very little about corporate compliance back then but good news was really not.

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Anybody else did either, so we could all fake it collectively in grow into understanding what compliance was I wound

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Up working a compliance week and running the magazine from 2006 until the starting point in

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And then I moved on to writing my own newsletter radical compliance some doubt on Friday afternoons. You can sign up for it for free and my approach has always been

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I don’t take any ads and I don’t charge any subscription fees. So I really don’t have too many constituencies to answer. Doing so I can give my unvarnished analysis on compliance audit and governments news of the day.

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Yep.

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And a lot of what I tried to do is I would guess maybe 40% of my readers are ethics and compliance officers on the legal side probably another 40% our internal audit executives and it’s about writing

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About those issues that will straddle both domains and how each side can sort of understand the others perspective.

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When the mess happens you’re both going to be in the room, along with a couple of other people maybe outside counsel and see. So, and the audit formula. How do we get out of this y’all gotta understand the

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The common comprehensive. So that’s what I do is I write about a lot of very topical news on been and I love

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Doing it

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Well, and I’m glad that you’re in that space because like I said it’s

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You know what you put out as is important for people to it and you’ve really kind of carried over your journalism, you know, into more of this topical area. But, you know, from a background, you’re really kind of a journalist. Right.

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And so, yeah.

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So you’re just reporting on what’s actually happening. And then it allows people to then kind of figure out, okay, what is it that we need to do with this, right.

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And I think, like you said, I mean, I remember those days back in the early 2000s. When you know compliance departments were all of a sudden now a big deal. And people have started kind of adding to it.

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You know, the auditors have been around for a while. But now we have compliance as well. And I know you know even still, you know,

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I can’t do math in my head right now 15 1516 years later, there’s still a lot of a lot of kind of growing pains of what is audit do what is compliance do how do we work together well.

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That’s still kind of going on but like you said whenever anything bad happens usually both of those people are pulled in the room and the fingers get pointed at one or both of them.

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Which is why we’re talking today, right, because it’s like the compliance can’t just stick their head down and not think or consider internal audit internal logic and not just stick its head down and not consider compliance as well so

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So maybe let’s talk about some of the things that are that are kind of going on because

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What I want to do is is is help the auditors kind of understand some of what’s going on in the compliance world so that if if it’s in their space if it relates to their organization that

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That they kind of are aware of it, so they can start thinking about it in their planning and what to kind of do going forward. Right, sure.

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So I know we were talking before we started, you know, the SEC and some of the different enforcement actions and stuff that are have been coming out lately.

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You know, maybe we can talk a little bit about some of those kind of some of the lessons learned, you know, from that. And again, maybe things that people should be looking for within their organization so they don’t end up in the news like some of these other companies. Yeah.

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Well, I think that the big Compliance and Enforcement story of 2019 what is intrigued me is so the Foreign Corrupt Practices Act has two parts.

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There is the criminal part that says you may not bribe a foreign government official, which is investigated and charged by the Justice Department and the criminal side.

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And then also the civil side the Securities and Exchange Commission says you must have adequate internal controls to detect and prevent bribes. So we have all

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These books and records violations and what I have seen is that the Justice Department is taking a big step back for

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From unfortunately criminal side they’re trying to encourage self disclosure and then you remediate but they won’t actually bring the criminal charges company. But while that

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Slow rolling is happening, we still see a steady brisk pace of enforcement on the civil side from the squirting to gain promotion on core internal controls. It’s kind of weird, because essentially the SEC is saying you have faulty internal

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Fraud, so you can’t figure out if there was a bribe or not even when the Justice Department said we’re not going to bother bringing the charge of bribery. So can you have an enforcement action on the civil side when nothing wrong actually was enforced on the

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Clinical side. A lot of people take a weird, doesn’t really matter because it is what it is, but it, it raises some really interesting questions about how strong your internal controls are

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And how audit appreciates the regulatory risks that are still out there and how compliance understand what are the internal control issues that could still leave my company falling on its face, and that’s what I think it’s a bookstore for

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Well, it is. And I, and I think again. Right. You know, usually the criminal that’s done at the individual level.

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But the civil is still handled by the corporation. Right. So, so, and this is one of the things I that I’ve seen for a long time with with compliance is

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The government’s going to come. Eventually, it just ends up being years later. And so a lot of times people think, oh, you know, I dodged that bullet. Nobody’s gonna know it’s like

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No, they’re come in and and when they come the fines are going to come right. So if we think back, you know, like the you know 2008 financial issue. It wasn’t until I think, wasn’t it

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When most of the banks actually finally got their fines that

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Can easily take 10 years

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1015 years or more, but eventually it will catch up.

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Yeah. And ultimately, like you said, even though even if DOJ doesn’t criminally prosecuted the SEC comes after you. They’re still going to give you a fine that you’re going to have to pay

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And plus, plus, plus, plus, everything else that goes along with that. Right. Yes. So,

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I think, I think a lot of times people think that the, the, the, the amount of money they have to pay the government is what the risk is. And it’s like, no.

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What about all the wasted time and effort and everything else that you had to go through for the last, how many years during the investigation that’s also a cost of it as well. So

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To do the the sort of the breakdown in your head, you would easily have to pay discouragement of whatever profits your company got by way of the bribery.

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Penalties which could be several million dollars. The penalties could be more than the discouragement. That is, it’s not all the time. But, you know, you see it and then interest on top of that.

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And then whatever that number is multiply it by three or four because that is your legal fees for your outside counsel. That’s for your auditor. That’s for all the distraction of your internal man hours and you know you suddenly the meter is taking up and up and up.

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And then there could potentially be individual enforcement actions where, you know, you might get barred from working at a public need might lose your accounting license or your law license.

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You know, on the criminal side, at least in theory you could wind up with a personal indictment and then you’re in big trouble. So this is still like you don’t want to be here under any circumstance.

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No. Well, and like you said, I mean, kind of that that formula that you kind of gave you know the discouragement of profits penalties interest, multiply by three or four

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I remember, I mean this settled a while ago, but the the Walmart Mexico issue finally settle. Yeah. Let’s spend a year ago. So now,

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But I remember when that when that first came out in my head. I thought this is going to cost them a billion dollars right that’s that’s just kind of what I

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What I thought in was kind of teaching people. It’s like, look, this is going to come back and bite him now. I think the ending penalty ended up only being around 200 million something like

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A little bit more than two.

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Yeah, I was a little more than 200 but Walmart disclosed. They probably spent a billion dollars.

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Paid disclose that they paid 1.1 billion since I think 2013 up until now.

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They’ll probably still have ongoing costs. After this, and I am not entirely clear on if that was

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All of the costs or just their internal improvements, but you know they paid some law firm out there good money. And so I wouldn’t even be surprised if it was more than the 1.1 that they did report.

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Yeah, so that’s why i think that’s that’s good for people to because because, again, as the auditors are thinking about this. I don’t want them thinking

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Oh, this is only a $10 million thing. No, it’s going to balloon to whatever you might pay like let’s say it’s a $10 million fine, which isn’t very much

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But by the time you start multiplying it it really has probably a 60 to 100 million dollar impact.

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On your organization, even though you’re only paying the government 10 million right, good. Yeah. Yeah.

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So, so maybe let’s talk about a couple because I know we were talking about a couple of, you know, almost like little case study kind of things of sharing with people kind of you know how some of this stuff comes out what some of these companies are getting in trouble for

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You know as well because we were talking a little bit about some of the

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Some of the pre IPOs I got pulled back and there’s some reasons around that maybe some of the stuff because I know

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The quad graphics was a big one that that you’ve been talking a lot about lately. Yeah, so maybe kind of walk us through or help us kind of kind of see let’s let’s give the listeners.

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Kind of real case facts, if you will have some of the things that other companies are going through, so they can start trying to think how could this apply to my company. And this is something that we should be concerned about as well.

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Sure. So I actually, I know I said that this is the big story of 2019 I’m actually going to give my first example from 2018 I think September 2018 or so.

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Where the SEC took an enforcement action against Sanofi pharmaceutical firm for bribery offenses and internal control failures that happened with its Middle East operations and what intrigued me and this is not an uncommon fact

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Was that Sanofi distributors in the Middle East, they were receiving credit notes from Sanofi that the distributors could then use to offset for money, the distributor might owe back to Sanofi or and this is the geeky Ed Dale convert those credit notes to catch

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One guess

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Where that cash went once it was converted

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So it was of course converted into bribes and the various other failures but that stood out to me because I wrote a whole post about how a compliance officer.

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Who is trying to implement effective control over third parties, you really would need to understand that accounting policies like that do carry risk.

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And, you know, how would you try to rectify or amend those policies. So you could seal off that risk.

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And what strikes me as if I talked to ethics and compliance officer to are wonderful people. But they are largely lawyers. If I say

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Are you worried about SEC enforcement Foreign Corrupt Practices Act. Oh yeah, totally. And its third parties, man. My resellers distributors, they’re always going to, that’s my my risk. I said yes. Do you understand what a credit note is and how it could be used like a new that’s an apartment.

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So, but I

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What I don’t know. And actually, you know, if you had perspective on this. I think it would be, I’d be curious to hear it.

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How often do the audit and accounting people also understand that a policy like that might seem like a good business process because they don’t understand the regulatory risks.

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Of having it. And I’m wondering if there is a disconnect there certainly disconnect from compliance officers don’t appreciate

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All of this accounting policy nuance. They need to think about, but I wouldn’t be surprised if there’s also a disconnect vice versa, that the accounting people might not know the regulatory risks that their card and around thanks to their policy.

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Well, no, I think it is. And it’s, it’s, it can go both ways, you know, and like you said, depending on

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Let’s say what the background of the compliance person is if they’re mainly attorneys, then obviously they’re going to have some blind spots.

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So that’s a, that’s a great word that I like to use right is is is an attorney might just have some blind spots because they don’t know, they haven’t experienced it.

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An auditor might have blind spots because maybe they don’t understand you know the details of the regulation or some of the, you know, litigation aspects or legal aspects of it.

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Business owners or managers, you know, that are actually running these parts of the business have blind spots as well, right, because they’re just trying to get stuff done.

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And it’s, it’s funny, you know, the Sanofi thing with the with the the credit that would they call them. They weren’t credit memos, but they were

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credit notes.

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credit notes. Okay.

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You know, that’s one of those where, you know, this is why it’s so important to get all of those people together.

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And actually discuss openly and honestly what’s going on so that each of those people, you know, you’re going to have blind spots, but somebody else isn’t

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And somebody can raise their hand to go well. Just a minute I credit note is really this right because to me it almost seems like that was an attempt

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To continue to bribe but meet the letter of the law because we’re not giving them cash we’re giving them credit note right

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And you know, it’s the old thing if it walks like a duck. If it talks like a duck and it quacks like a duck, it’s probably a duck, you know, even if it’s even if it’s got

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You know, different clothes on, or whatever, right and and people have to kind of think about that because that you know i’m sure for that one. That was again a pretty big fine and penalty that goes along with it and don’t try to be too cutesy of thinking that you can get away with something

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Because if even if effectively if what you’re doing is still bribery, they’re still going to come back at you, regardless of what you call it, yeah.

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Now I’ve got my next two cases. I’m going to get to a quad graphics at the end because that’s such a big and late breaking cases just it deserves its own time, but

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Right now, I wanted to also mentioned Microsoft and Polly calm. They both had enforcement actions I think Ali calm end of last December and then Microsoft over the summer.

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These are much more tangible and common sort of traps, as opposed to the credit multiple Sanofi but both Microsoft and Polycom, they were find when their resellers. And again, it’s always the third party. It’s reseller distributor, the local agent on them.

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They were asking Microsoft and Polycom corporate headquarters. Could we please offer expert this glimpse customers that we want to sell the software to

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And then the senior Business Review people at corporate headquarters said, well, yeah, sure. Why do you need the discipline. Oh, because it’s

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Competition and that was it. That was the evidence and the justification for the discount

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Yet again, what happens of course is the discount gets granted supposedly to be passed along to the end customer the end customer in the real world never sees the discount the discount is awkward.

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And very sour patch for the bribe to the end user who is the Assistant Minister of what whatever in some foreign country.

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So that is a very common sort of a thing. That’s a very common scam. But what it is, it’s always the same request is we need in

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This going on with Microsoft’s they specifically wanted with countable. I think was 7.2%. I don’t know why point 3% would have triggered more red flags, but

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Whatever they

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Are the more the more the more real, it must be

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Right. It could be. Yeah.

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They specifically said they they will always come and they’ll ask the parent company. Can we get this discount and then the parent company will say, well why competition.

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But there’s no digging into. Is that actually true. And really what you need. If you want to govern this problem. Well, is you need to grant these discounts on a case by case basis.

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Where the reseller provides hard evidence of why do we need this discount for this specific customer

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What else have we heard. Can we get that evidence can put it into a file, and we have all of this documented so that if some government regulator asks about the transactions, we can show that we did our due diligence on giving this discount

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Which did not happen with Microsoft and Polycom, they had like some sort of a senior business conduct desk at headquarters. That would just say, Yeah, sure, competition, go ahead and take a discount

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Out I I don’t know all the ins and outs of every piece of financial software out there, but I do know that there are

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Plenty of financial software that would let you collect all of this data and hold it in a single repository. So the evidence can be contained with the transaction in the discount. You want to give

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But you need to do that. I’m not necessarily saying it easy, although it is easier today than it would have been in like 2009 or 2011

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But that’s the sort of stuff that you need to think through, so now we’re at a

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regulatory compliance issue where the solution is going to be checking the accounting policy or, you know, what are the evidence standards we want, and it’s it system. We actually have the IT systems to gather this data reliably and store it in case we face a regulatory review.

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It all makes sense when you spell it out like that. But if you’re just an ethics and compliance lawyer who is worried about due diligence.

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On temp and third party governance as a content may not necessarily have the sophistication around those specific issues because they don’t teach this stuff in law school. They think law and law school.

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So it can be very difficult for some companies route. This is the right approach to govern third party West’s around on corruption. Yeah.

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Well, I think in both of these example that you gave with, you know, Microsoft Polycom

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It doesn’t appear that those companies were knowingly right complicit with this, but the fact that, you know, again, they were still held liable for it because

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They didn’t maybe ask as much in the due diligence as they should have. Right. They just accepted the extra discounts and all why competition. Okay, that sounds good.

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Right, that a lot of times you can unwittingly kind of be be pulled into these things.

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But like you said, you know, it’s like will you know any so can maybe for people to learn. Anytime there’s like

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Significantly favorably favorable pricing two different people, or like that. If you’re doing a reseller model.

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You know where you’re selling to them. They’re selling to the customer. So you don’t actually see the end stuff.

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Yeah. Any discounts. You’re giving you don’t know where that’s going because there’s a good chance they’re probably still charging their end customer full price, but they could be using that money then for whatever whatever they choose to do right

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That that is very true. Yeah.

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So variations in pricing and and especially when you get these

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Exceptions when it comes to pricing. Those could be some areas where some of this stuff could be hidden.

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Yeah, which again. Well, there’s two examples of that’s exactly what happened there.

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Which brings us to quad graphics where they had an enforcement action. I want to say it was September 27 or to the very end of September.

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Where this this enforcement action is just you have to sit back and Marvel on it at a macro level.

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Quad graphics violated probably every block and tackle compliance process. You should have in the book.

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They messed up. If you’re diligent they messed up on investigation they messed up on sitting strong anti corruption own

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What specifically happened was I give you a great example. So quad graphics sales, marketing services printing services and all this and they had an operation in Peru.

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That were bidding on a Government Printing contract in Peru and Peru is a highly corrupt country so no surprise.

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The Peruvian government official wanted to bribe. So the local quad graphics business unit quad Peru arranged to funnel to bribe to the government official through four sham vendors

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Three of which were in the same physical address and all four were owned by the same person. So any modicum of due diligence would have turned up but this smells like Deadpool. And if this is not cool.

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Well, they didn’t do it. Yeah. And because and because with that matter who it was that those were actually in the records. Right. I mean this this is one of those examples where they were just totally sloppy because

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You know, a lot of companies do run you know vendor matches, you know, and in some of these different tasks that would hopefully identify that right. Hey, we’ve got four vendors that have the same physical address where you will lie right

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Exactly but and they weren’t even trying to hide it in the records. I mean, if somebody would have done that or I think if I remember right from were talking before they were even like duplicate invoice numbers right there were the same, same invoice numbers.

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Being Pat, they were, I think, literally duplicate

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invoices. I know that they were duplicating invoice numbers but i i the fact patterns or in this case we’re long so I’m a little fuzzy and all details, but I’m pretty sure it in several instances.

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They were the exact same invoice about why wouldn’t they be if it’s the same guy and he’s living in the same address, but it’s a sure yeah

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Duplication all around. But you’re right. I mean, they just, they didn’t catch even that sort of model on basic block and tackle impact corruption measure didn’t work.

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What else that had happened here. So I really enjoyed this was that by this these bribes were happened early 2010

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So by 2013 ride payments worried, some of the local quad per room people enough that it took their concerns to the Latin America finance director for quad graphic to is a US resident and working in the corporate parent here in the United States.

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And they showed this person the invoices that were questionable, they said, you know, we’re not really sure what to do here. The US executive and this I’ll quote directly from the

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Enforcement Order advise the Peru finance managers do not forward any more invoices directly to him, him being the US guy and then he would look into that matter. And then of course never looked back into it.

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So that was in 2013 by 2015 that quad Peru finance measure manager who had some concerns and went to the boss. What do we do

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Don’t send me any more invoices I’ll look into it and then he never did two years later, a new quad Peru finance manager is there. He also has concerns, he goes back to the same us finance manager.

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And it says all over again. We have concerns and now the finance manager goes to legal and then it becomes a thing, and now suddenly we’re self disclosing and we’re off to the races.

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But in 2013 this us executive says don’t send me any more evidence, I promise I’ll look into it and then in 2015

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Now he actually looked into it. So then now we have really a failure of follow up. I would say a failure of personnel of failure of the tone of, I don’t know how close he was to the point

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Out that there was not a good phone wherever this person was so we had more failures of not taking the Dell vacation seriously because I think the more troubling, then the duplicate invoices.

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Well, I think, from it because that’s where you know because they didn’t do anything about it for two years.

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Yeah, you know, again, this is, this is one of those things. So, you know, especially if you’re the compliance person or the audit person, any, any and this has happened to me. I don’t know how many times in my career. Anytime somebody says, I’ll look into it. Don’t worry about it.

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Well, that’s just like a huge red flag. Yeah. You know, it’s like okay well you look into it. But guess what, I’m going to follow back up with you next month and see what you did.

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Right, so it was it was not only a failure on on the you know the the US finance director not following up but maybe those other people should have followed up as well. So

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You know, if you’re the compliance or auditor and somebody tells you that your spidey senses should go up right away. Right.

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This is a should

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They should it

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You know, so now you get into all sorts of questions about what is this company’s culture of compliance and tone at the top and

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That’s. Those are questions that US prosecutors are going to ask and when they’re asking those questions you have a much bigger and more serious problem, then how do you not get duplicate invoices.

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So yeah, you’re, you’re spot on with what you’re saying here. Yeah.

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Because again, if they start asking those questions about culture of compliance, all of a sudden that totally goes different right i mean

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If you from the US Federal sentencing guidelines, kind of get thrown out the window at that point. And it’s just you’re going in naked. They can pretty much do to you, whatever they want to do.

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I mean, look, if you’ve got some sloppy controls their sloppy i t systems and you miss duplicate invoices that is unpleasant.

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But that is like an IP failure and maybe a corporate settlement.

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If prosecutors start getting it into their head that somebody is not taking this seriously. Then suddenly we’re looking at personal indictments

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People getting fired people losing their licenses. There’s only so many people who are going to fall into that and you listener, whoever you may be like you don’t want to be on that radar screen.

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So that’s when you see these things suddenly become much more serious is when they think they have a bad phone up a pop or they’re not making a

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Call to seriously that can lead to much larger fines and it can lead to a personal charges against various executives and you don’t want to be there.

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I had one other big quad graphics issue. I wanted to raise, but I also have one funny quad graphic.

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Aside from all of this fixing government contracts or graphic also was trying to bribe judges in Peru to fix a tax case where they were paying $20,000 to the district judge dining room the case and

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They lost. So first off, the guy who was fixing it. They were using a corrupt law firm down there refunded the money to quad Peru, because they didn’t fix the case.

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But then they had a deal. So then the price of the bribe went up from 20,000 50,000 because when you’re fixing and appellate case, of course, it’s more expensive.

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Or higher up the food chain. I bet you could read the story and like, You gotta be kidding me. All the way down. And there’s even more to the quad graphic place. I won’t get into, but the big issue. I always thought stood out to me but quad graphics was

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This was the company that came into being on graphics for a long time was privately held family owned for decades.

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And then 2010 it purchased a much larger publicly traded Canadian provinces and then suddenly quad graphics becomes this global behemoth and they’re in countries all over the world. And they’ve got 16,000 employees and this company was not prepared for life as a public will pay them.

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That’s what trip them up. They had no compliance program.

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When they did finally hire a compliance person. It was at the director level that person had no compliance or technology experience.

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And it took them years and years to catch up and those years and years. That’s when all this stuff in Peru happened and it happened in several other countries as well.

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So I saw that more as like a failure to assess your skill dziedzic risks.

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That was the original sin here and all this other funny stuff about fixing tax cases in Peru and there was issues in Cuba and China and everywhere else.

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All symptoms of the underlying flaw, or the underlying illness with that board and the C suite and frankly, whoever was providing some audit or risk assessment services.

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At that time, like they didn’t say your compliance posture is going to change radically when you do this, and you need to plan now and that didn’t happen. Look where they are. Mm hmm.

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Well, I think that’s that that’s very common with lots of companies, right, I mean sometimes

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Your growth can be so quick that you’re not really prepared from an infrastructure standpoint. But you know, I really appreciate that you brought up. I mean,

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Probably the biggest thing, like you said it was actually a failure to assess the strategic risk properly and I see this over and over again when companies get themselves in trouble.

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Too much of the time we’re focused down at the risk level at the process level, you know, lower down in the organization that we we forget are like totally overlooked, some of the, what should be glaring strategic risks.

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Right, so

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So again, I mean, if you look at this, it’s like, you know, they start off as a smaller company here in the US. Now all of a sudden they buy this Canadian company.

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They’re in lots of different countries. It’s like, okay, hold it. Somebody at that point should say, hey, now we’re going to have to operate in 15 countries, instead of one.

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Maybe that raises our risk a little bit, maybe we have to do things a little different but apparently nobody really asked that question.

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You know, or the same thing of, hey, we’re just a private company. And now we’re going to go public. Well, again, somebody should be asking questions. What is that going to do. What’s that different. Right.

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If you’re, you know, if you’re dealing with government you know you’re doing government contracting

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You know, because again, as we talked about kind of the begin with I mean SEC is serious about FCP a stuff right

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Well FCA usually relates to bribery and corruption which who’s the other side of that, it’s usually government officials.

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So you know if your organization doesn’t do any anything with the government. Okay, your risk is probably lower. But if you are

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And you’re doing business in some of these higher risk countries with the government, you know, like we’ve had the example of Peru.

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Somebody’s got to realize that there’s probably some funny business going to be going on because there’s there’s certain jurisdictions in the world that you just can’t get anything done without playing by the rules and, you know,

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It would also strikes me as I agree with everything you say. But you are getting people to try to think about answers to these questions, but it raises the more fundamental mistake was that

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An event happened in quad graphics life and nobody stop say wait. What questions should we be asking. As a result of this change from privately held us company do publicly traded global thing know

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That function asked should be there are four star to audit are anti corruption Rex, the SEC enforcement action specifically says

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That the internet a lot of function did not step up with SAS me and quite corrupted

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Now, that’s all the questions that you were just asking. And you know the answers very but

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Nobody took that moment to say, now it’s the time asking questions, we just went through a big thing where we’re about to go through a big thing. But we even have been better. But nobody asked that the right questions at the right time, or thought and now it’s the time off.

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And that’s, that’s the through line for all of quad graphics, many, many compliance laws as

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Well, and it’s not just that. I mean, again, they’re

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They’re just one example. It happens to be in the news recently but I mean this this story we’ve heard how many. I mean, maybe not this egregious

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You know, in all of his different aspects but but these these different sub storylines. You hear all the time, you

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Live with companies that are making some of these same mistakes so

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You could shift the conversation or shift the example to say

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That you are a consumer sales business and you’re going to start offering online channels for sales and that is a big change. And you need to stop and ask what are our new cyber security risks going to be

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I don’t know what they’re going to be, but really I just changed the word anti corruption to cyber security, but exactly the same stuff hold true in both cases, big life change for the organization and nobody took the climate, say, what are the

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Rules and that’s that’s what I do.

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Well that’s and that’s why, again, hopefully you know us talking about this today. We’ll get some people

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You know, to think about it. I guess for me especially as kind of a career auditor. The thing that I i hate the most about the quad graphics thing is that damning

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Statement in there that internal audit didn’t, didn’t do anything. Right. I mean, because that’s actually in the government report, I think you were saying. Right. Yeah.

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There was no internal audit assessment of anti corruption risks.

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Yeah.

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Yeah, and I mean like if from there are the rest is just variations on the theme. The rest is just, well, what else was going to happen.

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You know, I didn’t know exactly that it would happen in this way, but you could see from a mile away. If you go through a big change like that and we don’t assess the risks when I hit something.

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It happened to be with Peru and China in Cuba for this company, but it’s going to be something else for some other company if they don’t do this.

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Yeah, so it’s still about it’s asking the questions, you know, not taking, you know, just kind of the pat answer, like we said, you know, the Sanofi issue of, you know, why do you need to offer it well because you know

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Competition. Yes.

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Or no, but it was Microsoft Polycom right the extra

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Was right was was for them, you know, or stuff with Sanofi with those credit notes. Okay, well, what is a credit out exactly how can you use that. What would you use that for

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Are they convertible to cash right. That’s one of the reasons why I’m coupons coupons are not convertible for cash right

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Because there’s, there’s a whole other

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Thing that can go on behind that and controls that have to be around those if things like that can actually be converted for cash because it’s an easy way for people to steal. Yeah.

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But, and even to your point about maybe using coupons instead of notes that could be converted into cash. It requires the accounting in audit experience.

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It’s to know. Well, we could solve the problem this way with the compliance perspective. No, we need to solve this, because the SEC is enforcing it.

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And the to have to come together to be able to figure this out and then get your company in a position that it, you know, avoid these sorts of trouble because they’re not going away the SEC is not going to stop enforcing this. Yeah.

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Well, Matt. We’ve given people a lot of stuff to think about today and you know some some good I think actual

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You know, real life stuff. I know sometimes when we talk about some of these concepts. It’s

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It’s a little bit in the abstract, so we actually did talk about some actual companies, some of the things that they’re going on with. And again, this is all public information. So it’s nothing. It’s really confidential.

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But it’s it’s things that people are actually dealing with. And so again, you know, for you if you’re listening to this.

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You know, think about how do some of these things that we talked about today, how might they relate back to your organization.

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What questions may you need to ask what you know internal controls are obviously an important thing, right, because, you know, again, the SEC is using that as part of their, their basis for determining you know if they’re going to come after you and how they’re going to come after you. So

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And audit risk and compliance professionals play. And I think an increasingly important role in organizations.

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Because the fines get bigger and bigger and the penalties and the

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Kind of cost of doing business. It’s not, it’s not the right word but effectively like, you know, the government imposed sanctions, if you will.

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Almost putting companies out of business, are no longer allowing them to operate a business is going to continue to be a bigger and bigger risk as we move forward.

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Yeah, I think.

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So instead,

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It’s going to be a drag on corporate operations and efficiency and yeah and all the other attendant reputation harm the civil litigation all the other headaches. Like, it all boils into exactly what you’re saying. Yep. Yep, exactly.

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Well, hey, Matt, I appreciate you taking the time with me today to go through this and to share, share your wisdom with everybody that’s out there.

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It’s been a lot of fun, Jason. Thank you.

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Alright thanks man.

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