Tag: Compliance Week 2010

Compliance Bits and Pieces – Compliance Week Edition

If you stuck around for my blog posts on Compliance Week 2010, I figured I would end the week with other attendee’s coverage:

Lanny Breuer at Compliance Week by Tom Fox on FCPA Compliance and Ethics Blog

He stated that tools which had been previously used to combat organized crime would now be employed in the fight against white collar crime, including both wiretaps and sting operations as were used against the gun manufacturing industry in the operations which culminated in the arrests of 22 individuals in Las Vegas in January of this year. He also discussed that many foreign governments had entered into collaboration agreements to facilitate cross-border investigations and enforcement actions.

Barney Less Than Frank About Auditor Reform by Francine McKenna in Going Concern

To the question about fears of going after the accounting firms, Rep. Frank rambled on about McCarthyism, the Inquisition and not spending time looking back – that’s what courts and prosecutors are for. I suspect the industry’s lobbyists and their campaign contributions have whispered in his ear. Employees of KPMG, PwC and Deloitte are among his top 25 contributors in 2009-2010 period. In the 2008 election year, all of the Big 4 made it to Rep. Frank’s top 20 contributors list.

SEC Commissioner Aguilar Says Still a Long Way to Go by Jaclyn Jaeger in Compliance Week‘s The Filing Cabinet

The SEC’s current way of doing things is not tough enough, SEC Commissioner Louis Aguilar told an audience of compliance and risk officers during Compliance Week’s annual conference in Washington D.C. this week. While problems in the market are “seamlessly connected, regulatory oversight is piecemeal,” he said.

JetBlue on Why CEO/Chair Split Works for Them by Melissa Klein Aguilar in Compliance Week‘s The Filing Cabinet

JetBlue Airways not only split the posts, but its board chairman, Joel Peterson, hails from outside of the airline industry—an approach he notes that not many companies have taken.

Observers Share Tips, Views On Navigating Social Media by Melissa Klein Aguilar in Compliance Week‘s The Filing Cabinet

Companies wrestling with how to navigate the rapidly changing social media landscape got some advice from executives whose companies have already taken the plunge. During a panel discussion at Compliance Week’s annual conference in Washington D.C., executives from Best Buy, Johnson & Johnson and The Travelers Companies shared their own experiences and tips for using social media tools such as Twitter and Facebook and crafting a corporate social media policy.

Grindler Touts Importance of Compliance, But Doubts Linger by Chris Matthews in Main Justice

“I want to emphasize… that having an effective compliance program will be taken under consideration when you have to talk to the government about a criminal violation,” Grindler said at the annual Compliance Week conference in Washington, D.C.

Fraud Chief: Effective Compliance Programs Can Prevent Monitors by Christopher M. Matthews in Main Justice

Criminal Fraud Section Chief Denis McInerney said Monday that an effective compliance program can prevent companies facing deferred and non-prosecution agreements from having to install an expensive compliance monitor. “If you have already established an excellent compliance program, then it will be less likely that we’ll install a compliance monitor, which can come at some cost to the company,” McInerney said.

Breuer: FCPA Facilitating Payments Worth Discussing by Christopher M. Matthews in Main Justice

Assistant Attorney General Lanny Breuer indicated Wednesday that the Justice Department was open to revisiting its exemption for “facilitating payments” under the Foreign Corrupt Practices Act. “That’s worth discussing,” Breuer, head of the DOJ’s Criminal Division, said during his remarks at the annual Compliance Week conference in Washington, D.C. “Facilitation payments — obviously this area is dynamic — so I don’t rule that out. I’m not currently aware of any real movement to make that change here. I think as other countries laws evolve and mature… I suspect over time, we too will be modifying our law.”

Creating a GRC Strategy Roadmap by Jaclyn Jaeger in Compliance Week‘s The Filing Cabinet

To build a successful enterprise governance, risk, and compliance program, companies need a solid roadmap that aligns people, processes, and information.David Walter, RSA director for Archer eGRC Solutions, discussed ways in which companies can achieve that, during a recent seminar at Compliance Week’s annual conference in Washington, D.C., this week.

Live Blogging from Compliance Week 2010 by Gordon Burnes for Open pages

Shelley Parratt of the SEC’s Corporation Finance Division gave the afternoon keynote on Day 2 of Compliance Week 2010. She spoke about the Commission’s program of enhanced disclosure.

Live Blogging from Compliance Week 2010 by Gordon Burnes for Open pages

US Rep and House Financial Services Committee Chair Barney Frank gave the opening keynote at Compliance Week 2010, day 2. As usual, he was witty and insightful. His remarks covered the conceptual underpinnings of financial services regulatory reform. He then took questions from the group.

Derivatives Spinoff Proposal ‘Goes Too Far,’ Says Frank Wall Street Journal

A key House Democrat signaled Tuesday that a controversial derivatives provision in the Senate’s financial-regulation bill could be stripped out during negotiations when the two chambers hammer out compromise legislation that could be signed into law by July 4.

Barney Frank Speaks Frankly About Financial Reform by Jaclyn Jaeger in Compliance Week‘s The Filing Cabinet

Now that the healthcare reform bill has been passed, legislators can begin to focus on another equally important issue: financial reform. “It’s very important for the financial industry that we get some stability,” Barney Frank, chair of the House Financial Services Committee, told an audience of compliance, risk, and audit executives during Compliance Week’s annual conference in Washington D.C. this week. It’s important to move quickly, he said, adding that the bill is very close to passage.

SEC Commissioner Aguilar Says Still a Long Way to Go by Jaclyn Jaeger in Compliance Week‘s The Filing Cabinet

The Securities and Exchange Commission still has a long way to go in its quest to understand the causes of the financial crisis and from deterring those who commit wrongdoing.

SEC Commish: Agency Needs to Get Tough on Miscreants Kara Scannel’s coverage from the Wall Street Journal’s Law Blog

If Securities and Exchange Commissioner Luis Aguilar has his way, corporate miscreants will face stronger sanctions.

Maximizing Privacy Effectiveness by Jaclyn Jaeger in Compliance Week‘s The Filing Cabinet

From internal investigations to data privacy issues to regulatory compliance, the overlap of privacy, security and compliance functions within an organization is inevitable. But where should privacy be housed in the organization to ensure effectiveness, and how should it interact with compliance, legal, and IT? These were only some of the questions answered during a panel at Compliance Week’s annual conference in Washington, D.C., this week

Update:

Parting Thoughts on Compliance Week 2010 by Compliance Week‘s Editor-in-Chief Matt Kelly

Well, the Compliance Week 2010 conference is now done and fading into history. The event was excellent, and credit belongs to all the attendees, speakers and helpers who altogether made our 2010 conference the largest and most successful we’ve ever had. Anyone who didn’t make it to Washington this year can see what you missed on our home page, but let me also share a few wrap-up thoughts here.

Winding Down From Compliance Week

My head is full of compliance goodness after spending 2.5 days at Compliance Week 2010. The Mayflower Hotel is a great place for a conference this size, with plenty of places to run into people.

Substance

The agenda was full of great substantive information from fellow compliance professionals. There were sessions on metrics, social media, corporate governance, ROI, organizational structures and communications. There were lots of closed door sessions that have not made their way into the blog, where compliance professionals could have more open discussions without the presence of media or vendors.

On top of that, we heard some great perspectives from top government officials, like Lanny Breur, Gary Grindler, Shelley Parratt, Barney Frank and Luis Aguilar.

Of course the best part of any conference is being able to interact with your peers. This was a great gathering of people in the compliance field.

Matt Kelly, Francine McKenna and Me

Old Friends

For me, it was great to once again spend time face-to face with old friends like Scott Cohen, Matt Kelly, Bruce Carton, Francine McKenna, Melissa Klein Aguilar, Bill Piwonka, Carole Switzer, Kathleen Edmond, and Scott Giordano.

New Friends

One of the great things about have a blog, or micro-blogging on Twitter is being able to get in touch with people prior to meeting them in person and then staying in touch with them.

Here are some of the Twitterati I was finally able to meet face-to-face:

tfoxlaw Tom Fox
@tfoxlaw
http://tfoxlaw.com
David Seide
@davidSeide
Scott Mitchell
@mitchell360
Doug Jacobson
@tradelawnews
Doug Chia
@dougchia

Of course, I met more people who don’t blog or use Twitter. It’s just harder to keep those weak ties.

Behind the Scenes

Gina Imperato, Elizabeth Busch, Anne Frey-Mott, Beckie Jankiewicz and the rest of the Event Studio team did a great job of running the conference, getting the attendees where they need to go and making the speakers look good.

Next year

…..

Second City on the Stage at Compliance Week 2010 Conference

Get ready for a fun, interactive, high-energy conference closer from Second City Communications, the business solutions division of the world-famous comedy theatre. Using observations, ideas, and insights garnered from the entire three-day conference, Second City Communications will play back what they’ve heard, offering a real-time wrap-up of key conference takeaways, and providing a host of ideas you can bring back to your company.

Tom Yorton is the CEO of Second City Communications. He is the suit and probably the least funny person in the organization. (or so he claims.)

They supplied some of the Second City “talent” to help take a look at some tough issues. Lee Smart came back on the stage with two others, taking suggestions from the audience. The first was a funny skit laced with compliance buzzwords.

They played a video from my earlier session at the conference: Second City and Compliance. They then used those compliance challenges in an improv skit, with Lee and the talent back on stage.

Rule 1:  Things are only funny when they are true.

Laughter comes from shared recognition. There is a different between making issues accessible as opposed making light of them. There are risks with comedy, but it’s riskier if not grounded in reality. Use humor to get to the truth. Comedic messages are better retained, noticed and shared.

Rule 2: Dialogues are better than monologues.

One way communication has a limited feedback loop. You want to give the audience a greater stake in the outcome. He also pointed out how the web and social learning make dialogues possible.

Rule 3: Foster an Open Environment.

Humor can make leaders and issues accessible. You can pop the tension bubble around legitimate challenges. Listen to understand, not just respond. You want to affirm and build on ideas.

Rule 4: Say it, and say it again.

You have to fight for attention. In a noisy environment, reinforcement and repetition is key. Think about a daily vitamin instead of an annual inoculation.

It was a highlight of the conference. If you want to see some more you can see the video below and other stuff at the Second City Communications website.

When you make people laugh, you make people think.

Video

During The Second City’s 50th Anniversary, The Wall Street Journal’s MarketWatch visited with Second City Communications to learn how we use improv techniques to train corporate workers :

U.S. DoJ Asst. Attorney General, Criminal Division, Lanny Breuer Speaks at Compliance Week

Lanny Breuer, selected by President Obama to head the Criminal Division of the Justice Department in January 2009, will discuss practical matters for companies dealing with the Justice Department, including topics such as cooperation, attorney-client privilege, and the importance of pre-existing compliance programs. Breuer will also discuss the Department’s increasing use of proactive law-enforcement strategies and tools, such as wiretaps, to combat financial fraud.

These are my notes, live from the keynote:

Prosecutions promote the rule of law, deter future bad behavior and punish wrong-doers. Compliance is largely the opposite of criminality.

He wants a new era in white collar crime prosecution.

The Obama administration is giving great attention to financial fraud and the establishment of the Financial Fraud Enforcement Task Force. Over 2 dozen state and federal agencies are part of the group. A companion is the deployment of additional resources. The budget has increased allowing the hiring of additional prosecutors and support.

They using more aggressive law enforcement techniques, including wire taps and undercover stings. They will continue to look toward innovative techniques and existing techniques used against organized crime and blue collar crime. (Is there a meaningful distinction anymore?)

He is looking to continue strengthening their partnership with the SEC.

Foreign bribery is a law enforcement challenge.  Since 2004 the DOJ has filed 37 FCPA cases, with fines over $1.5 billion. Over 80 individuals have been charged under the FCPA. Aggressive enforcement is meant to deter others from engaging in bribery.

He cited the new UK Bribery Act and the need for a company to have “adequate procedures” to detect and prevent bribery.

There are benchmarks. The principles of federal prosecution of business entities are the OECD guidance on effective compliance are key standards. But you need to customize these to your company. Direct reporting lines are important. Testing effectiveness is important.

If you come forward, cooperate with the investigation and institute meaningful remediation, the DOJ is committed to giving you meaningful credit. But not amnesty.

He used the Siemens case as a benchmark for the value of cooperation and remediation. The Siemens fine was huge at over $400 million. However, the sentencing guidelines called for a fine of over $1.4 billion. (He didn’t mention whether taking federal contracting debarment off the table was part of the discussion with their cooperation credit.)

As for compliance monitors, he would want one in place when the corporation needs to implement or significantly redesign a compliance program. Largely, it sounds like a monitor would be more likely if there is still significant remediation to be done.

He then sat down with Compliance Week‘s Matt Kelly.

Complying with the FCPA is harder in some countries is harder than others (China versus Belgium)?

You don’t get a free pass. They expect a more robust compliance program when entering into markets where bribery is more common. They would want to see new tools to detect and try to prevent bribery.

Now that the UK Bribery Law has banned facilitating payments will they be prohibited under the FCPA?

It will take an act of Congress, but he is looking forward to the evolution of law in the area of bribery of government officials.

Interpreting “Tone at the Top”, does firing someone and not supplying legal fees a bad tone?

The DoJ has changed their position on this. The key is removing the person from authority at the company, at least temporarily. The company has to make some real changes.

What about consistency throughout the DOJ and US Attorney Offices?

All FCPA has come in through the fraud unit, so that helps ensure consistency in that area. (It sounds like he recognized some inconsistencies.)

Acting Deputy Attorney General Gary Grindler Speaks at Compliance Week 2010

Gary Grindler, the second-highest ranking official at the U.S. Justice Department, will talk about the department’s policy goals and initiatives to fight corporate fraud, including white-collar crime issues such as securities and commodities fraud, healthcare fraud, and the work of the Financial Fraud Enforcement Task Force.

These are my notes, live from the keynote:

Lots of the thoughts about the Department of Justice are about how to stay away from the Department of Justice.

The DOJ is taking some new steps related to discovery. They are designating attorneys in each office on discovery practices and in particular e-discovery.

StopFraud.gov - Financial Fraud Enforcement Task Force

There is a new financial fraud enforcement task force brought together. President Obama established the Financial Fraud Enforcement Task Force in November 2009 to hold accountable those who helped bring about the last financial crisis, and to prevent another crisis from happening. With more than 20 federal agencies, 94 US Attorneys Offices and state and local partners, it’s a broad coalition of law enforcement, investigatory and regulatory agencies assembled to combat financial fraud. It’s a broad definition of financial fraud: mortgage scams that target the elderly, Ponzi schemes that shock the world, tax fraud that steals money from our nation’s coffers, predatory lending that discriminates against vulnerable communities, credit card fraud that strikes broadly, and the list goes on.

The next focus is health care fraud. They assembled a Health Care Fraud Prevention & Enforcement Action Team. (Yes, HEAT.) The group has brought the heat, with a big record of success, convictions and fraud deterrence. They have returned over $13 billion to the Medicare Trust fund. In Miami alone, they reduced the amount of durable medical device expenditures in Miami by over $1.7 billion.

The next priority he mentioned was intellectual property crime.

Besides these, there are many other priorities. These three are just the ones he thought most relevant to this crowd.

He emphasized the importance of an effective compliance program. They can’t just be paper compliance programs. He also highlighted the recent changes to the US Sentencing Guidelines. One new aspect is that after an “event” the organization needs to evaluate its program and amend it to prevent that kind of event.

What about a company’s cut in a compliance program’s budget?

If a budget reduction is indicative of a lack of interest in compliance, then that’s bad. He seemed understanding that a reduction in revenue means there will be budget cuts across the company.

What does an inadequate compliance program look like?

No compliance program is at the far extreme. Indifference to a compliance program. Senior leadership not promoting the compliance program. They see this a lot in FCPA cases.

The 2010 OCEG GRC Achievement Awards Presentation

The Open Compliance and Ethics Group will recognize the great strides that many organizations have made in improving and integrating their approaches to governance, risk management, and compliance.

The winners were:

  • Best Buy – Ethics blog for employees
  • Capital One – GRC implementation
  • Carnival Corporation – Integrated approach to GRC Management
  • Direct TV- Embedding spreadsheet governance into everyday business
  • Tawuniya – Performance management through GRC
  • Visa – Global ERM Program & Roadmap

Carole Switzer announced the Peer Choice award winner, chosen by the Compliance Week attendees.

And the winner is . . . .

Visa!

UPDATE:

Demonstrating ROI and Communicating Value

How do you demonstrate and prove the value and success of your programs? The compliance leaders from The Home Depot, General Electric Company, and Duke Energy will discuss the tactics and data they have used to demonstrate the “net benefit” of compliance, ethics and risk programs.

    Featuring:

  • Duke Energy Senior Vice President – Audit Services and Chief Ethics and Compliance Officer, Jeffery G. Browning
  • The Home Depot Director, Corporate Compliance and Ethics, Brad Nesmith
  • General Electric Company Manager of Integrity & Regulatory Compliance, Natalie Jackson-Smith
  • OCEG Scott Mitchell, as the moderator

These are my notes, live from the session:

  1. Establish Expectations–
    • Risk Assessments
    • Federal Sentencing Guidelines
    • Code of Business Ethics
  2. Communicate Expectations
    • Policies/Procedures
    • Training
    • Awareness/Employee Portal
  3. Monitor Behavior
    • Hotline
    • Surveys/Questionnaires
    • Automated/Manual Processes
  4. Report Results
    • Senior Management
    • Audit Committee
  5. Drive Continuous Improvement
    • Prevent Similar Misconduct
    • Periodic Evaluation of Effectiveness

Demonstrating ROI is tied to brand and reputation that leads to competitive intelligence. The key is trying value ethical missteps and the prevention of ethical missteps.

Where are you getting pressure to communicate the value or ROI of compliance?

The pressure is not coming from the audit committee. They think compliance is their best friend.

When the risk is the executive ending up in handcuffs, they very quickly see the value of compliance.

You can argue about hotline call volume. An increase may indicate more problems or more awareness.

What are the strategies for communicating ROI?

Getting in front of the business people is a great strategy. Be proactive as regulations and business needs change. If you deliver value, they will get you involved earlier.

Telling stories about the failure and cost of failure gets the attention of management and helps them understand the problem.

Avoidance of compliance losses is tough.

One example of ROI was for data privacy. They did the math of how many Massachusetts residents they had in records and multiplied by the amount of the fine under the Mass. Data Privacy Law.

One key is tying the budget to strategic initiatives. So if you are managing your budget, then you are managing the ROI.

Another is looking at shareholder return. A panelist cited the improved performance of the companies that have won Ethisphere’s Most Ethical Company award.

Materials:

SEC Disclosure Update With Shelley E. Parratt

Shelley Parratt of the SEC’s Corporation Finance Division will provide an update of the Commission’s disclosure program, including topics such as executive compensation disclosure, climate-change disclosure, and other proxy disclosure issues, as well as updates regarding the Comment Letter process.

These are my notes, live from the keynote:

(A standard SEC disclosure that these are her comments and not necessarily those of the SEC.)

The SEC is the investor’s advocate. Everything the SEC does should be subject to the question: “how does this help the investor?”

The SEC cannot review every filing. They are only required to review each of the 10,000 filers every third year. They need to allocate their limited resources.

Executive compensation is a very emotional topic. The SEC wanted to make the executive compensation information more transparent for investors. They are very focused on the compensation story a company is disclosing to its investors. Shareholders are frustrated by the length and complexity of the disclosures.

They are also very focused on information related to performance targets when that compensation is material. That is where the make the most comments to company filings. The targets are material. Not making the target is also material.

There are expecting more detailed discussion on why a director is qualified to serve on the board. The company needs to tell their shareholders why that person is the right person to be serving on the board.

The SEC does not want to advocate the leadership of the board of directors. They just want the company do disclose why they use a particular structure, why the CEO and Chairman have their roles and how the governance operates.

There is some pressure to allow non-GAAP information into filings. That has lead to the exclusion of useful information from filings. They want more communication and less compliance-oriented disclosure. Of course, the information cannot be misleading, whether it is GAAP or non-GAAP.

She addressed the SEC’s recent decision to require information on climate change. It’s clear that it is not an advocacy for changing business operations. The company just need to disclose information if it has a material affect on the company.

Then Shelley sat down with Compliance Week‘s Editor-in-Chief Matt Kelly.

There is lots of anxiety about what is the proper process and the proper disclosure for executive compensation that is tied to risk. She used the example of bonus based solely on sales. Using an example of car sales. Its very different of paying a commission when a car is sold than paying when the car is sold, but only if the financing is approved.

She said they have not gotten enough filings in and reviewed in this proxy season to evaluate the quality of disclosures under the new executive compensation and board leadership rules.

Other coverage:

Barney Frank Addresses Compliance Week 2010

Barney Frank is the U.S. House Representative for Massachusetts’ 4th congressional district. In 2007, Rep. Frank became the chairman of the powerful House Financial Services Committee, which oversees much of the financial services industry, including securities, insurance, banking, and housing. Rep. Frank will address those four industries in his keynote, and will take questions from attendees.

These are my notes, live from the keynote:

Barney was his usual engaging and entertaining self. He has lots of haters.

He pointed out that the financial reform bill was held up by healthcare reform. Lots of activities leading up to the House version of the financial reform bill was over-shadowed by the healthcare debate in the Senate. Now the Senate version of the bill was produced with the full public limelight since the healthcare reform law was enacted. As a result, the Senate bill imposes greater restrictions than the House version.

He predicted that the final financial reform bill will be on the President’s desk before the July 4th holiday.

He pointed out that Sarah Palin was right when she said Congress would be imposing death panels. She wrong about which law would have death panels. Their not in healthcare, but in financial reform. The bill has a strong provision for the dissolution of non-bank financial institutions. There will be a better way to deal with the Lehman Brothers than mere bankruptcy or AIG will full government backing.

“AIG thought it was in the business of selling life insurance to vampires.”

A story about mortgage lending regulation. Some mortgage bankers complained about having to retain 5% of the mortgage loans they originate and take the first 5% of loss. Their complaint was that they didn’t have the 5% to keep. Frank: You’re complaining that you don;t have any money, but you are able to lend money?!? Maybe that is not the right business model.

One theme was financial stability. The industry needs to know what the rules will be so they can adjust their business to bring them into compliance.

Then Congressman Frank with Compliance Week Editor in Chief Matt Kelly.

One question was bout the Flash Crash. His response, it’s better to not talk about more than you know. He felt the full information was not out.

He expects that there will be the small filer exemption from SOX, probably around $70 million.

He expects there will be some proxy access rules, but it sounds like it’s still a point of contention. They will keep “say on pay.”

He pointed out that Appropriations Committee is bit upset about the self-funding provision for the SEC. It sounds like the SEC will not be fully self-funding.

He expressed concerns that derivatives became a huge area with no regulation. They were not de-regulated, they were never regulated to begin with. He wants every derivative transaction to be reported, including end-user transactions.

There was a question slipped in a bout whether we not paying enough attention to the big public accounting firms. Are we afraid to go after them because there are only four of them? (I wonder who asked that question?)

If the Supreme Court overturns PCAOB, Congress will create a new one with the boundaries dictated by the Supreme Court.

Why have the bills become so big? One, the pages are really small so it would take 4 or 5 pages to make one book page. Second, the financial system is very complicated. “The ankle bone is connected to the shoulder bone.”

(Disclosure: I live in Congressman Frank’s District and have voted for him many times.)

Other coverage:

View From the Top: JetBlue, Governance & Compliance

JetBlue Airways President and CEO David Barger, and JetBlue Chairman of the Board Joel Peterson, will explore tone-at-the-top, cultures of integrity, and the evolution of JetBlue’s corporate governance and compliance programs. To be explored: How JetBlue built integrity as a core value to be considered in every decision made by every crewmember; why JetBlue separated the CEO and Chairman roles, and more.

These are my notes, live from the keynote:

The top two executives at Jet Blue sat down with Compliance Week‘s Editor-in-Chief, Matt Kelly. David started off with a great story about how the company came into being. There was a particularly amusing story about how they almost named the airline “Taxi.”

Joel pointed out that it’s harder to comply with values than it is to comply with rules. Values are more effective.

Jet Blue split the CEO and Chairman positions. Joel is an independent director from outside the industry. He is not an aviation guy, he’s a real estate guy.

One of the keys to teaching values is to keep it simple. They start with the key values on day one.

Transparency is a key effort. You need to build trust into the organization. Trust with your employees and trust with your customers.

Joel emphasized the importance of stories. Gather the stories of when your employees do the right thing and make the ethical choice. Stories can be more powerful than metrics.

One key to improving self-reporting you to make the employee comfortable that its okay to disclose mistakes. We learn from mistakes. Willful malfeasance will still get you fired.

The speakers were very engaging, but there was lot’s of spin and selling of the JetBlue brand. I like the airline and I like these guys. The session was just short on substance.

For another view on the keynote see Melissa Klein Aguilar’s article in Compliance Week’s Filing Cabinet: JetBlue on Why CEO/Chair Split Works for Them.