Problem
Fact Pattern
You are the Chief Compliance Officer of Investment Bank, Inc, a publicly traded company with its common stock registered under the Securities Exchange Act of 1934. The board of directors has asked you about best practices regarding Compliance Policies and Procedures ("Compliance Policies"). The board is particularly interested in the anti-retaliation provisions that are often included in Compliance Policies.
Task
The board has asked you to review the following Compliance Policies:
1) Amgen - Global Corporate Compliance Policy
2) HMC Holding SE - Compliance Reporting Policy
3) Adirondack Health Institute - Compliance Reporting and Response
4) Atlas Corp - Compliance Reporting Policy
5) Mitsubishi Corporation Compliance Report
After you have reviewed these Compliance Policies, advise the board of directors on the following:
A. Identify at least five anti-retaliation issues that you believe should be addressed in Investment Bank's Compliance Policies. In doing so, you should explain why you believe those issues are important. You should also refer to specific examples of how those issues are covered in the Compliance Policies that the board has asked you to review.
B. Identify at least two weaknesses that you see in each of the anti-retaliation provisions in the Compliance Policies that you have been asked to review.
C. Summarize Section 1514A (Civil Action to Protect against Retaliation in Fraud Cases) of the Sarbanes Oxley Act (which is set forth below) and:
a. State why you believe Congress adopted this provision
b. Explain how the provision works
c. Provide hypothetical fact pattern that describes a potential violation of this provision.