Compliance Week TV

 In our first Compliance Week TV video we hear from Frank Diana, executive vice president of enherent Corporation, who discusses the challenges involved in information management.
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Compliance Week Podcasts …

This week’s podcast features Lucy Marcus, CEO of Marcus Venture Consulting, talking about shareholder and director activism, and how corporate executives can work with them more effectively. Hear the podcast now or …

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Webcasts of the Week

 Defining and Executing Systematic, Risk-Based Third-Party Due Diligence for FCPA Compliance
Sponsored by The Steele Foundation

Help Wanted: Ad of the Week

 Compliance Education & Communications Mgr.
Submitted by Oracle

Event of the Week

 Corporate Governance Programs
Courtesy of Harvard Business School

Thought Leadership of the Week

Access Management: Efficiency, Confidence, Control
Courtesy of SAP

The Resource Exchange

Code of Conduct
Submitted by BP

Sample Risk Acceptance Request
Submitted by Circuit City

Featured Databases

Whistleblower Guidelines
Search Whistleblower Policies, Contract Options

Class-Action Filings
Download Text of Class-Action Complaints

GRC Illustrated Series

 Improving GRC by Visualizing Your Data
The 24th Installment in This Exclusive Series
Records Management & Discovery
Recently, leading industry analysts released their annual evaluations of the Records Management market. Find out what they said and what you need to know about e-discovery and compliance
Download these reports free, compliments of Open Text

Avoiding Unnecessary Restatements
 Even The SEC Forgives Some Honest Errors


This week, Compliance Week introduces its newest columnist: former SEC deputy chief accountant Scott Taub. In his debut column, Taub tackles the touchy subject of materiality and restatements. According to Taub, recent developments have led many executives to conclude that the SEC staff would never accept that a quantitatively large error was immaterial. “That conclusion isn’t correct,” he writes. Inside are Taub’s insights on materiality, communication with the SEC, how to react to comment letters, and more.
Avoiding Unnecessary Restatements


IFRS vs. GAAP: When Two Worlds Collide


Gannon
As we reported last week, the SEC has promised a “concept release” that would consider letting U.S. companies choose between Generally Accepted Accounting Principles and International Financial Reporting Standards. While many tout convergence of the two accounting systems as a vital step to simplified financial reporting, differences between the two systems are still deep and significant. “Depending on the choice a company makes, it will make a difference in the financial outcome,” says D.J. Gannon, a partner with Deloitte & Touche. Inside is a look at some of the major differences between GAAP and IFRS, and how they might be bridged.
IFRS vs. GAAP: When Two Worlds Collide


Final 409A Rules Deliver Some Good News


Capwell
The Treasury Department’s final rules for compliance with Section 409A of the tax code, which governs the tax treatment of nonqualified deferred compensation, should be welcome news for companies. However, they must act quickly—and carefully—to take advantage of the added flexibility, experts say. Understanding the rules themselves shouldn’t be too difficult, but tracking all the necessary information might prove more problematic. “These rules cry out for a need to implement internal controls that are specifically designed with Section 409A in mind,” says Jeffrey Capwell, a partner at the law firm McGuire Woods. Full coverage is inside.
Final 409A Rules Deliver Some Good News

Shift From Rules- To Principles-Based World


Brown
A “who’s who” of global securities regulation gathered in New York last week to debate the merits of rules- or principles-based enforcement. The conclusion: Anyone hoping regulators will embrace one system or the other should forget about it. Even the much-touted “light touch” British system still needs an 8,500-page rulebook, and many experts caution that principles-based systems are not a panacea. “The issues aren’t difficult when conduct is at the center of a principle or way outside; the problem is when it’s at the margins,” says David Brown, former head of the Ontario Securities Commission. A closer look at principles- versus rules-based systems is inside.
Shift From Rules- To Principles-Based World

Compliance Week 2007. June 6-8, 2007, at The Mayflower Hotel in Washington, D.C.


In Canada, A Different Approach To SOX


Villani
Canada is finally moving forward with its version the Sarbanes-Oxley Act—albeit, in a set of proposals considerably different than SOX itself. Canadian companies will need to attest to their internal control over financial reporting, but an outside auditor’s opinion will not be required. Regulators hope that the scaled-back requirement, plus guidance for companies, will avoid the SOX compliance nightmare seen in the United States. “They don’t propose to follow the SEC’s approach, that’s for sure,” says Peter Villani, of the law firm Fasken Martineau DuMoulin. “It’s a less prescriptive and more judgment-based approach.” Full coverage is inside.
In Canada, A Different Approach To SOX

EU Starts Debating Class-Action Lawsuits


Aldama
Call it another sign of globalization: calls for American-style shareholder lawsuits cropping up in Europe. Fresh from last month’s $450 million settlement between Royal Dutch Shell and institutional investors, EU regulators now want to study the rules for “consumer redress actions,” as they are called in Europe. Any substantive action on the inflammatory issue, however, is a long way off; even shareholder groups are uneasy with it. “If the EU Commission wants to empower consumers, we’d rather see it coming through shareholder activism” rather than courtroom litigation, says Angel Martinez-Aldama, of the Spanish pension fund INVERCO.
EU Starts Debating Class-Action Lawsuits


Remediation Center: Recordkeeping Rules

De Martino
A Compliance Week reader recently asked: When a public company divests a business unit that will become a private company, what are the recordkeeping considerations for SOX documentation and testing materials? In this week’s Remediation Center, Ralph De Martino, co-chair of the securities offerings and regulation practice at Cozen O’Connor, provides an answer: You do need to save the records, but no minimum retention period exists. More details are inside.
Read Answer, Ask Questions In The Remediation Center


FASB Guidance; PCAOB Fees Stalled; More


Meehan
FASB issued two staff positions last week to answer lingering questions on derivatives and FIN 48, the new rule forcing more disclosure about tax positions. The FIN 48 position clarifies when a tax position is “settled” and no longer in need of the increased disclosure, says Dan Meehan, a tax partner with accounting firm J.H. Cohn. Also in this week’s Accounting Industry Update: The PCAOB stalls for time on introducing a new schedule of filing fees, and the Board also calls for nominations to its Standing Advisory Group. Full details are inside.
FASB Guidance; PCAOB Fees Stalled; More


Say-On-Pay Bill; Nasdaq Rules; J-SOX


Obama
The U.S. Senate has now picked up the ball on whether to make shareholder advisory votes on executive compensation mandatory. Just weeks after the House approved such a measure, Sen. Barak Obama has introduced a companion bill on the surging governance issue. Also in The Filing Cabinet this week: Nasdaq has won a “blue sky” exemption from state securities regulation for companies that trade on its National Market, and Japanese regulators have published an English translation of their J-SOX rules for internal controls over financial reporting.
Say-On-Pay Bill; Nasdaq Rules; J-SOX

Upcoming Compliance Week Webcasts

Date, Type Name Description
May 17
Webcast		 IT Systems For Governance Join Oracle Corp. for a talk on how to build a comprehensive GRC platform to meet strategic objectives.
May 24
Webcast		 Managing Ethics Globally Join LRN for a discussion of how to manage ethics and compliance functions at home and abroad.
June 21
Webcast		 Assessing The Impact Of Rule 26 Join Iron Mountain for a discussion of the new federal e-discovery rules, six months after their enactment.


Cultivating Grassroots Of Ethical Conduct


Harned
When an ethical scandal erupts, it’s not at all unusual to see various company departments point fingers of blame elsewhere. But as Compliance Week guest columnist Patricia Harned, president of the Ethics Resource Center, writes, companies can reduce instances of the blame game (not to mention instances of ethical lapses) by cultivating the right ethical role for each corporate function. Inside, Harned reviews what various departments should be doing to nurture an ethical corporate culture and how top management can disseminate that message to all.
Cultivating Grassroots Of Ethical Conduct


Who’s Coming And Going In Governance


Gangl
Walter Gangl, previously a senior corporate counsel at Pfizer, was recently named corporate secretary and compliance chief at Armstrong World Industries, a $3.4 billion flooring and cabinet manufacturer. Also last week, Glenn Cusano, JetBlue's assistant controller for compliance and tax who oversaw the company’s Sarbanes-Oxley compliance, was promoted to vice president of corporate compliance and audit. Under the guidance of the airline’s general counsel, Cusano will ensure the company is faithful to compliance and ethical standards and will serve as a liaison between the audit committee and the rest of the board. Additional announcements at Coca-Cola, Krispy Kreme, and the SEC are inside.
Who’s Coming And Going In Governance


Date Lead Article Description
May 1 SEC Moves On Proxy Access, IFRS The Securities and Exchange Commission has promised public hearings and concept releases on two contentious issues.
April 24 PCAOB: Auditors Still Don’t Get It The PCAOB says auditors still are too inefficient in auditing internal controls over financial reporting.
April 17 Peer Group Pressures In CD&A A look at peer group disclosures in the CD&A, and some views of how companies should use peers to set executive compensation.
April 10 Final 404 Rules Expected By June The SEC wants a principles-based approach to SOX 404 within weeks and will also lean on the PCAOB for principles-based AS5.
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Records Management & Discovery
Recently, leading industry analysts released their annual evaluations of the Records Management market. Find out what they said and what you need to know about e-discovery and compliance
Download these reports free, compliments of Open Text

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