REUTERS | Russell Boyce
May 14, 2019

The Bribery Act 2010: House of Lords recommends more guidance and greater clarity

In the 9 years since the Bribery Act 2010 (the Act) came into force there has been a notable lack of case law. At the time the Act was made law this was the strictest anti-bribery legislation in the world and it is therefore interesting that so few prosecutions or deferred prosecution agreements have resulted from it. Key concepts such as the defence of adequate procedures are still ill-defined, leaving compliance programmes with a distinct lack of certainty. On 14th March 2019 the House of Lords published their post-legislative review of the Act. The report makes for welcome reading highlighting several key areas of concern. For the full report, see here.

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REUTERS | Jason Lee
May 14, 2019

Human Rights and M&A: It’s no longer about the ‘why’; it’s now about the ‘how’

Rapidly after the UN Guiding Principles were endorsed at the highest UN levels in 2011, setting a clear expectation of all companies to consider and manage human rights impacts they could be connected to throughout their business regardless of applicable national laws, leading companies started to think about what this human rights responsibility meant in practice when acquiring new businesses or divesting old ones.

Today, the field has moved on even further. We are witnessing a significant change: the question of why lawyers should do this is being replaced by how they should do it.

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REUTERS | Navesh Chitrakar
May 8, 2019

Best practices for the audit committee and the board in the oversight of internal audit

To discuss board best practices in the oversight of internal audit by the audit committee and the board, NEDonBoard recently welcomed:

  • Kathie Child-Villiers. SID and chair of the audit committee of Utilitywise, NED at Bank of Montreal Capital Markets Ltd and chair of the board of Constantine Group Ltd. Kathie is a former corporate finance adviser in the energy sector with large investment banks.
  • Iain Cornish. Chair of St. James’s Place Wealth Management, member of the audit committee of Arrow Global Group plc and Treasurer of MacMillan Cancer Support. Iain is the former CEO of Yorkshire Building Society and former independent director of the PRA.
  • Mary Hardy. Board member and audit committee chair of Sensyne Health plc, the Oil and Gas Authority, and the Royal Navy and the Chartered Accountants Benevolent Association. Mary is a former director of internal audit for Diageo, Transport for London and the London Olympics (as part of her role as head of risk assurance).

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REUTERS |
May 2, 2019

What the heck is “Failure to Prevent Criminal Facilitation of Tax Evasion” and why should l care?

While some organisations have reviewed their systems and worked to ensure they don’t fall foul of Part 3 of the Criminal Finances Act 2017 (the Act), a number are treating this legislation with apathy. If you fall into the latter, or are not aware of this legislation and what it means for your organisation, read on…

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REUTERS |
May 1, 2019

Anonymity for whistleblowers – how feasible is it and why the success of your whistleblowing programme depends upon it

Organisations rely on individuals, particularly employees, to bring to their attention information on actual or potential misconduct that may be occurring in the workplace. The fear of retaliation including a resultant negative impact on career prospects can cause major worry for employees who wish to speak up about their concerns. An obvious way to mitigate these concerns is to allow reports to be made anonymously.

There is still trepidation from many about how realistic it is to maintain anonymity either because the details shared in a report reveal identities, too many people are given access to a report or, more worryingly, because someone, for whatever reason seeks to uncover the individual, such as the well-publicised 2016 case at Barclays Bank.

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REUTERS | Gene Blevins
April 11, 2019

Why directors and officers insurance is important for NEDs

Clyde & Co recently hosted a NEDonBoard panel discussion that touched on the role of directors and officers (D&O) insurance in mitigating directors’ personal liability. During the discussion, Francis Kean, Director at Willis Towers Watson, pointed out that a company will usually stand behind its non-executive directors (NEDs) when it comes to personal liability, provided they have not acted dishonestly. However, as part of their due diligence, NEDs should check whether their actions while performing their director duties will be covered by an adequate D&O insurance taken out by the company.

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REUTERS | Corbis
April 10, 2019

I’m an EU citizen. If I leave the UK before Brexit, can I come back?

If an individual with an EU passport leaves the UK before Brexit, will they be allowed back into the UK after Brexit? It’s quite rare not to answer a Brexit-related question these days with “It depends…” but, fortunately, the question has an easy answer: Yes. Of course, it’s not Brexit if you’re not having to look at a few different scenarios, but in short, EU citizens will be allowed to come back into the UK fairly easily after Brexit. Continue reading →

REUTERS | Michaela Rehle
April 9, 2019

Why you need to be aware of, and even participate in, the ICO’s evolving AI auditing framework

The UK Information Commissioner’s Office (ICO) has for some time now been trailing its combined interest in, enthusiasm for, and (of course) concerns about, artificial intelligence (AI) in the context of data protection. For the growing number of lawyers who need to advise on the implications of AI for GDPR compliance, as well as for those of us who want to understand AI in the context of data protection, the best starting point is the ICO’s excellent 2017 discussion paper, Big data, artificial intelligence, machine learning and data protection. Continue reading →