Professors M. Todd Henderson andStephen M. Bainbridge have written a thought-provoking article in Bloomberg Businessweek, entitled: Rethinking Corporate Boards: Why Companies Need ‘Board Service Providers. Excerpts appear below:
Month: August 2013
Skadden – Whistleblower Protection in the U.K.
On 25 June 2013, four key changes came into effect in the U.K. law protecting whistleblowers in the workplace. The first two changes are subtle amendments to the test applied to identify a protected disclosure, and the second two potentially broaden the scope of an employer’s liability for the acts of its employees.
Read the memo:
Skadden- Whistleblower_Protection_in_the_UK-2013
http://bdti.mastertree.jp/f/nm0owlpf
Nishimura – A Overview of Sexual Harrassment Claims in Japan (and the Prada case)
Client alert by Nishimura – On May 17, 2013, the UN Office of the High Commissioner for Human Rights urged Japan to adopt legislation that would make sexual harassment and discrimination in the workplace illegal. This recommendation came in response to Ms. Rina Bovrisse's nearly four-year battle with Prada Japan. According to mediasources, Ms. Bovrisse sued the company after Prada Japan’sCEO David Sesia allegedly demoted or dismissed female staffmembers whom he deemed visually unappealing.
Key Documents Related to the Development of Principles for Global Ethics and Compliance
Here are some of the key documents that are described by Keith Darcy in his articlethe previous entry (or memos about them), which led – and are leading to – an inevitable convergence and upgrading of ethics and related systems in many countries:
Defense Industry Initiative http://dii.org/
US Federal Sentencing Guidelines
http://www.ussc.gov/Guidelines/index.cfm
OECD – Convention on Combating Bribery- 1997
http://bdti.mastertree.jp/f/d5kzuct9
Keith Darcy of the ECOA: “The Ethics Profession is Born”
(Keith T. Darcy, Executive Director of the Ethics & Compliance Officer Association (ECOA), has written a wonderful piece summarizing the historical rise of the ethics and compliance profession around the world, and its extreme importance to sustainable capitalism. Excerpts and the full report are below.)
Mondaq: The FCPA On Steroids: Brazil Ups The Ante In Fighting Corporate Corruption
Recently, in the wake of massive protests throughout Brazil concerning corruption and other issues, Brazilian President Dilma Vana Rousseff dramatically increased anti-corruption prohibitions in Brazil by signing into law the Anti-Bribery Act or Lei Anticorruptio. The newly enacted Anti-Bribery Act for the first time imposes strict liability on corporate entities for their involvement in acts of corruption in Brazil.
MoFo: A New Era of Canadian Anti-Corruption Enforcement?
(Client Alert excerpt) This year has been a watershed in terms of Canada’s enforcement of its Corruption of Foreign Public Officials Act (“CFPOA”):
Deloitte’s Audit Committee Brief – Focus on Qualifications and Training
Excerpts
Overview of regulations and requirements – Most audit committee charters include composition requirements. The Sarbanes-Oxley Act and the NYSE and NASDAQ listing rules require that all audit committees consist of at least three members and that all members be independent.
How Far Do Should Boards Go in Protecting Against Cybercrime Threats?
Institutional Investor has an article out describing the proactive things techniques that are becoming available to protect against loss of data or other cybersecurity threats (Progress in the War Against Cybercrime). This all directs attention to the issue, how far should boards go in requiring the use of such techniques? BDTI will cover some of these issues in its Japanese-langauage seminar on cybersecurity. See more at: http://bdti.or.jp/node/742 .
Article
http://bit.ly/15eNGPv
Formation of the Review Panel on the Stewardship Code for Japan
(Client Alert byBingham McCutchen) On August 5, 2013, the Japan Financial Services Agency announced the formation of the “Review Panel on the Stewardship Code for Japan” (the “Panel”). As part of its overall mandate to establish guiding principles by which institutional investors can properly fulfill their roles as fiduciaries from the perspective of promoting sustainable growth of Japanese companies, the Panel aims to enact a Japan version of the United Kingdom Stewardship Code.