First Reference company logo

Inside Internal Controls

News and discussion on implementing risk management

machine cogs image

due diligence

The root compliance problem: Shadow process

Sometimes I revisit my compliance roots in the world of Sarbanes-Oxley – a place much more concerned with financial reporting than corporate ethics and culture, I know. Yet lessons from one group that can help the other still abound.

 

, , , , , ,

Can marketing and compliance share a playbook?

I recently read an article in the Winter 2017 MIT Sloan Management Review, Mastering the Market Intelligence Challenge (Chari, Luce & Thukral). In this work, the authors address how “many multinationals simply import their domestic models into emerging markets.” And whilst this work is directed towards those who deal with market intelligence in emerging markets, the conclusions drawn are equally applicable to those who face compliance challenges in such frontier regions.

 

, , , , , , , , , ,

Don’t outsmart yourself: AI and compliance

I’m a big fan of artificial intelligence. The older I get, the more I appreciate that real intelligence needs all the help it can get. Corporate ethics and compliance officers, however, need to pause before betting big on AI as a solution to all our needs.

 

, , , , ,

Be aware of potential liabilities when buying a business

In a recent decision, Gestion F. Lessard inc. v. Bournival, the Superior Court of Québec observed the potential liabilities involved in share purchase transactions — such as threats of litigation by unsatisfied customers, employee conflicts and software malfunction — and reminded us that not all potential liabilities can be imputed on the seller for fraud.

 

, , , , , , , , , ,

“Do Not Call” means Do Not Call: CRTC enters into MOU with FTC on Spam and Unsolicited Telecommunications

On March 24, 2016, the Canadian Radio-television and Telecommunications Commission (“CRTC”) signed a memorandum of understanding (“MOU”) with the United States Federal Trade Commission.[1] This MOU is an effort by Canada and the United States to work together on anti-spam enforcement measures, and expressly refers to unsolicited telecommunications, unsolicited commercial electronic messages (spam), and other unlawful electronic threats (e.g., malware and botnets).

 

, , , , , ,

Director’s liability for corporate negligence

Plaintiffs often cast the net broadly to capture every party with assets or insurance capable of satisfying a potential judgment. Directors are often named as defendants in claims related to the negligence of the companies they oversee.

 

, , , , , , , , , , ,

Zero minus 24 hours – the importance of a CASL compliance policy

zero minus 24 hours

Tomorrow is July 1, 2014. It is a day that marks Canada’s “birthday”. It is also the date of the coming into force of Canada’s Anti-Spam Legislation (CASL). While most Canadians will be out celebrating Canada Day with their families and friends, they should also be in compliance with CASL. But are they?

 

, , , , , , , , , , , , , , , ,

Donations in kind and appropriate due diligence

Charities need to be vigilant when accepting donations in kind. These include any non-monetary items, such as art, rare books, equipment and materials, personal objects of value, real property and computer-related assets. Receiving such donations is quite acceptable, but only after proper due diligence and professional advice is sought and followed. Donations in kind must […]

 

, , , , , , , , , , , , , , , , , , ,

Are you ready for the Canada anti-spam legislation? – Part II

Last fall, I provided an overview of sections of the upcoming Canada Anti-Spam Legislation (“CASL”) and explained why every business, large or small, must begin preparing for it. Since then, there have been some developments in the area, most significantly, the announcement that the CASL will be coming into force on July 1, 2014. It is important that every business begin preparing for the CASL now, as, a few months from now, it will have a profound impact on how businesses engage in electronic communication and marketing.

 

, , , , , , , , , , , , , , , , , , ,

Upgrading your sales team’s business acumen

There’s a growing feeling among sales organizations that their team members need to upgrade their skills and processes to better meet Business to Business (B2B) buyer expectations.

 

, , , , , , , , , , , , , , , ,

Employer was not duly diligent and paid the price with health and safety violations

health and safety violation

The Alberta Court of Appeal just dismissed an employer’s appeal and confirmed that the employer did not do all that was reasonably practical in the circumstances to avoid the reasonably foreseeable risks that led to the fatal accident of its employee. The court noted that the fact that the employer would even consider operating a machine that no one had any familiarity with and without either its own operator or a proper set of written instructions in itself spoke volumes as to the lack of the employer’s due diligence in this matter. Therefore, the health and safety violations were upheld.

 

, , , , , , , , , , , , , , , , , , , , , , , , ,

Verdict in Sunrise Propane gas explosion case

A series of explosions at Sunrise Propane’s north Toronto operation in 2010 resulted in the deaths of an employee and a firefighter, forced thousands of nearby residents from their homes and caused millions of dollars in damage. In the aftermath, the company failed to comply with various provincial officer’s orders under the EPA, and at trial the Ontario Court of Justice found the company failed to properly train the employee who died and failed to take reasonable precautions to prevent the explosions under the Occupational Health and Safety Act

 

, , , , , , , , , , , , , , , , , , , , , , , ,

A fiduciary obligation does not (necessarily) a fiduciary make

Regular readers may recall the article we wrote on the topic of officer liability. There we commented on circumstances in which officers of corporations under the Canada Not-for-profit Corporations Act (CNCA) (whether continued to it or incorporated there) will be exposed to personal liability. Not long after that piece was written, an Executive Director of a corporation considering continuing to the CNCA who is an employee and not an officer in accordance with the corporation’s by-laws, asked us if she would owe a fiduciary duty to the corporation under the CNCA. On reflection, we concluded that the new officer provisions in the CNCA create a statutory framework wherein employees could be held liable for a breach of the same duties that are applicable to directors of those corporations. We left, for the moment, the question as to whether these duties were “fiduciary” or not.

 

, , , , , , , , , , , , ,

Yahoo finds out the hard way that risk management measures take time now, save time and money later

Hiring even the lowest-level employee can be tricky, and hiring the wrong person is bound to cause trouble. So imagine the potential problems that a board of directors must avoid when hiring a new chief executive officer. What does the company want from a CEO? Does the candidate have the right skills, connections and personality to fit the job and the company? Does the applicant’s education meet the needs of the company?

 

, , , , , , , , , , , , , , , , , , ,