From Enron to Volkswagen and Companions: Where Were the Boards? The Importance of Governance, Cultur

Presentation Summary:

From Enron to Volkswagen and Companions: Where Were the Boards? The Importance of Governance, Culture, Compliance and Ethics.

​This session will identify 23 common root causes of, and the lessons to be learned from, major corporate failures from Enron to Volkswagen and companions, including Lehman Brothers, AIG, Bear Stearns, MF Global, GM, and Wells Fargo based on a review of multiple voluminous published independent investigations and Trustee reports, as well as Congressional and government reports and investigations (including the Financial Crisis Inquiry Commission, and reports of the Central Bank Senior Supervisory Group).

Many of the same root causes can be observed in more recent events involving Uber and Equifax among others.

In this era of high velocity reporting and politicization of consequences why do these self-inflicted corporate crises continue to occur? In the first 30 days following the Welsh Fargo announcement in September, 2016, there were over 60 publicly reported consequences which included multiple hearings and congressional investigations, executive officer dismissals, clawback of executive compensation, states and cities ceasing to do business with Wells Fargo, multiple employee and former employee class actions, multiple investigations, multiple state attorney general actions, shareholder litigation, multiple regulatory actions, and legislative reaction.

What should Boards of Directors and General Counsels be doing?

​Robert E. Bostrom, Senior Vice President, General Counsel and Corporate Secretary at Abercrombie & Fitch

Presenter Bio:

Robert E. Bostrom

Senior Vice President, General Counsel and Corporate Secretary Abercrombie & Fitch

Bob is Senior Vice President, General Counsel and Corporate Secretary of Abercrombie & Fitch. Bob has global oversight and management responsibility for all legal, compliance, ethics and regulatory strategies, services, and resources, corporate governance matters and the corporate secretary function. Abercrombie & Fitch Co. is a global specialty retailer of high-quality, casual apparel for Men, Women and kids under the Abercrombie & Fitch, abercrombie, and Hollister Co. brands. The company operates stores in the United States and across Canada, Europe, Asia, and the Middle East. The Company also operates e-commerce websites.

Bob is also a member of the Board of Directors of NeuLion, Inc. (TSX:NLN) a technology product service provider that specializes in the digital video broadcasting, distribution, and monetization of live and on-demand content to Internet-enabled devices, listed on the Toronto Stock Exchange.

Previously, he served as Executive Vice President, General Counsel and Corporate Secretary of Freddie Mac from February 2006 to July 2011. In his role as principal legal counsel to Freddie Mac, Bob had oversight and management responsibility for all legal and regulatory strategies, services, resources and corporate governance matters. Bob oversaw Freddie Mac's response to multiple inquiries and investigations initiated by Congressional committees, the SEC and other Federal regulators, as well as to multiple securities class and derivative actions. As General Counsel of Freddie Mac, Bob played a pivotal role during the financial crisis and recovery directing Freddie Mac’s legal strategy through the conservatorship, investigations, enforcement actions and litigation.

Bob joined Abercrombie & Fitch from Greenberg Traurig where he was Co-Chairman of the Financial Regulatory and Compliance Group and previously was with SNR Denton where he was Co-Head of the Global Financial Institutions and Funds Sector.

Bob was selected by The National Law Journal as among Washington’s most influential in-house counsel in 2011, the recipient of the 2016 New York Stock Exchange Governance Series Distinguished General Counsel Award, the recipient of the General Counsel of the Year Award by the International Law Office and the Association of Corporate Counsel in 2015, and Freddie Mac, under Bob’s leadership, was recognized by Corporate Counsel magazine, as among the Best Legal Departments in 2011 and received the MCCA Employer of Choice Award in 2008. He is also a Fellow in The American College of Governance Counsel and a Member of the Georgetown Corporate Counsel Institute Advisory Board.

Prior to his work with Freddie Mac, Bob served as the managing partner of the New York office of Winston & Strawn LLP, where he was a Member of the Firm’s Executive Committee and Head of its Financial Institutions Group.

Prior to that, Bob served as Executive Vice President of Legal, Regulatory and Compliance and General Counsel of National Westminster Bancorp (NatWest), a $32 billion bank holding company from 1992 to 1996. In his role at NatWest, he was the executive officer responsible for corporate governance, legal, regulatory and compliance affairs, including regulatory examinations and supervisory relationships. He was a member of the Office of the Chief Executive Officer, the Management Committee and the Risk Policy Committee. Bob also served on the board of directors of NatWest Bank (Delaware) and Coutts International.

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