Role of the Board of Compliance

By: Tom Fox
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  • Summary

  • In this podcast series, Tom Fox and Jonathan T Marks be taking a look at the changing and expanding obligations of the boards of directors of U.S. public companies around compliance known as the Caremark Doctrine. We’ll be discussing how and when it was created and what it means for the modern corporate board in 2022. It will be a fascinating exploration of a series of law cases from Delaware, which has greatly changed the obligations of boards of directors and made them enter global parts of a corporate compliance program. We hope you will join us and see how the requirements of Caremark have strengthened corporate compliance programs, made boards of directors more effective, and how all of this ties directly into modern ESG.
    2022
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Business & Careers Economics Politics & Government
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Episodes
  • Marchand (Blue Bell Ice Cream) with Tom Fox and Jonathan Marks

    Marchand (Blue Bell Ice Cream) with Tom Fox and Jonathan Marks
    Oct 25 2022
    Understanding risk means understanding your business. Thomas Fox and Jonathan T. Marks discuss the Blue Bell Ice Cream case, what went wrong, the lessons that compliance officers and board members can learn and apply, suggest how to improve your business’s governance, and how to be wary of red flags. ▶️ Marchand (Blue Bell Ice Cream) with Thomas Fox and Jonathan T. Marks Key points discussed in the episode: (00:00:31) Thomas Fox lays out the facts of the Blue Bell Ice Cream case. (00:04:13) Jonathan T. Marks emphasizes the importance of enterprise-wide risk management and identifying key risks by deeply understanding your business. (00:08:32) Members of boards and committees should be carefully considered, must be conscious of the laws and regulations, and proactively ask questions to ensure safe products and services. (00:11:17) Jonathan T. Marks shares his opinions on the court verdict on Blue Bell’s CEO Paul Kruse's responsibility for the listeria outbreak. (00:14:57) Jonathan T. Marks highlights the gravity of disclosing red flags earlier so they can be corrected, preventing further damage, and continuing enterprise risk management programs, taking the shame out of it. (00:17:57) Thomas Fox presents what the Delaware Supreme Court said about the case. (00:20:51) When safety issues arise, assess the situation quickly and communicate it among those responsible. Be prepared and have a crisis management plan in place if there isn’t any.  (00:25:13) Risk drives compliance. Ensure the board is informed. Risk assessment is the foundation of any compliance program. ---------------------------------------------------------------------------- Do you have a podcast (or do you want to)? Join the only network dedicated to compliance, risk management, and business ethics, the Compliance Podcast Network. For more information, contact Tom Fox at tfox@tfoxlaw.com.
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    28 mins
  • The Caremark Decision

    The Caremark Decision
    Oct 4 2022
    Thomas Fox and Jonathan T. Marks kick off the series with a deep dive into the 1996 Caremark decision, the 2006 Stone v. Ritter resolution, and the compliance lessons companies and board members can learn from the facts and patterns of these fundamental cases. ▶️ Caremark with Thomas Fox and Jonathan T. Marks Key points discussed in the episode: (00:01:58) Thomas Fox gives a brief background on the Caremark case. (00:04:02) Jonathan T. Marks describes how ethical behavior is the backbone of an organization and how this case defined the importance of having proper oversight monitoring. (00:05:06) Thomas Fox lays out Caremark’s penalties. He describes the Stone v. Ritter facts, how the bank was sued for failure to perform due diligence on fraudulent investors and violating the Bank Secrecy Act. These schemes follow a pattern that has been seen repeatedly. It has also defined the duties of board members: avoiding negligence and arising from failures. (00:12:21) Jonathan T. Marks explains how fundamentals made their way into compliance laws in other countries, how guidelines are warning shots for companies to clean up, and urging companies to step up. (00:16:37) The Caremark doctrine later refined two conditions for director liability and emphasized why boards need to actively engage in oversight. (00:19:53) Board members must get down to the nitty-gritty of what is truly happening in their organizations, ask tough questions, do a deeper self-assessment, and stop refusing to avoid problems and the ugly truth. ---------------------------------------------------------------------------- Do you have a podcast (or do you want to)? Join the only network dedicated to compliance, risk management, and business ethics, the Compliance Podcast Network. For more information, contact Tom Fox at tfox@tfoxlaw.com.
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    25 mins
  • Introduction to the Role of the Board In Compliance with Tom Fox and Jonathan Marks

    Introduction to the Role of the Board In Compliance with Tom Fox and Jonathan Marks
    Sep 20 2022
    This is Tom Fox, the Compliance Evangelist. I’d like to welcome you to a new special video podcast series I’m doing with my co-host, Jonathan T. Marks from Baker Tilly. In this podcast series, we'll be taking a look at the changing and expanding obligations of the boards of directors of U.S. public companies around compliance, known as the Caremark Doctrine. We’ll be discussing how and when it was created and what it means for the modern corporate board in 2022. It will be a fascinating exploration of a series of law cases from Delaware, which has greatly changed the obligations of boards of directors and made them enter global parts of a corporate compliance program. I hope you will join us and see how the requirements of Caremark have strengthened corporate compliance programs, made boards of directors more effective, and how all of this ties directly into modern ESG. Thanks so much for listening. Stay tuned and enjoy the Role of the Board in Compliance.
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    2 mins

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