What’s the Latest on Fintech Charters and What About That Russian Laundry?

In the April edition of Compliance Insights, we discuss the Office of the Comptroller of the Currency’s draft supplement, released in March, which further outlines the application guidelines for fintech bank charters (covered previously in our January issue). We also lay out previously unknown details of the “Russian Laundromat” money laundering scheme, as reported by the Organized Crime and Corruption Reporting Project, and we touch on the CFPB’s latest, $1.75 million enforcement action. Listen to our interview with Steven Stachowicz, Managing Director with Protiviti’s Risk and Compliance practice, at the audio link below. Full transcript of the conversation follows.

 

In-Depth Interview, Compliance Insights [transcript]

April 24, 2017

 Kevin Donahue: Hello. This is Kevin Donahue, Senior Director with Protiviti, welcoming you to a new installment of Powerful Insights. I’m talking today with Steven Stachowicz, a Managing Director and leader with Protiviti’s Risk and Compliance practice, and we’re going to be covering just some of the highlights from the April edition of Protiviti’s Compliance Insights newsletter. Steven, as always, thanks for joining me.

Steven Stachowicz: Hi, Kevin. Thanks for having me today.

Kevin Donahue: Steve, to start off, in the lead article of this month’s newsletter, we summarize a new licensing manual supplement from the OCC that applies to fintechs seeking a special-purpose national bank charter. Steven, what are some of the notable points in the OCC’s draft supplement?

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Undetected Breaches and Ransomware Change How We Think About Cybersecurity

By Adam Brand, Director
IT Security and Privacy

 

 

 

As new possibilities in information technology continue to transform organizations, they may outpace any cybersecurity protections already in place. Controls that seemed adequate yesterday might not be equal to the challenges presented by new technology and ever-evolving threats today. Our recently-published issue of Board Perspectives: Risk Oversight (Issue 90) discusses eight of today’s business realities directors should consider as they oversee cybersecurity risk, and it is worth a read. We’d like to comment further on two of these realities here.

  • The first reality represents a change in thinking: Whereas the adage of yesterday was “It’s not a matter of if a cyber risk event will occur, but a matter of when,” we now know that it’s better to acknowledge that cyber risk events are already occurring, whether we’re aware of them or not.
  • The second reality revises the familiar advice to identify and protect the critical data assets and information systems, aka “crown jewels,” extending that advice to include being aware of the adverse business outcomes that result from the unavailability or compromise of business-critical but non-sensitive data.

Both of these realities have one thing in common: Boards must remain open to new ways of thinking about cybersecurity, because organizations’ information technology assets — and the ways criminals exploit them — keep evolving. Or to paraphrase the Greek philosopher Heraclitus, the only constant in cyber threats is change.

Hunting for Hackers

Thinking “cyber risk events are not a matter of if, but a matter of when” is no longer sufficient — unless you think of “when” as having happened already. Breach statistics show that the vast majority of breaches are not self-detected. In one example from our own incident response practice, a firm that had several threat detection measures in place was blissfully unaware of a credit card breach until they were informed about it by the Secret Service. The attacker had been in the environment for over one year! This example is not uncommon, as breach statistics also show that the average time between an attack and its detection is over six months.

In hindsight, the proper response to this kind of threat would have been a proactive one — a technique known as “breach assessment” or “threat hunting.” Rather than using in-place technologies and processes as a check on prospective cyber risk events, threat hunting searches proactively for attacks already in progress by asking, “Are we already breached, but unaware of it?” More organizations are now augmenting their cyber defenses with the creation of internal “threat hunting” teams or engaging third parties for periodic breach assessments. Support of ongoing threat hunting and regular third-party breach assessments are two ways for boards to ward off the possibility of a long-term, undetected breach.

More Than Crown Jewels

Just a short time ago, “identifying and protecting critical data and systems” — aka, crown jewels — was the standard measure of adequate cyber risk management. However, a narrow focus on sensitive data, rather than an outcome-driven approach to cyber risk management, could cause an organization to overlook real threats elsewhere — like those presented by ransomware, for example. In the past few years, ransomware has changed the risk equation for companies by targeting operational rather than sensitive data. Encrypting non-sensitive information for ransom may not be the exact high-risk data loss we’ve all been warned about but it will cripple business operations nevertheless until the ransom is paid.

Until recently, firms who possessed only non-sensitive data could rest easy knowing they had no “crown jewels” to protect. They should rest no longer, as all firms are vulnerable to ransomware. Boards should be vigilant about this risk, and ensure that safeguards are in place — as well as continuity plans. Shifting focus from warding off a specific data breach — like the loss of sensitive data via a specific application — to considering all adverse business outcomes leads to more comprehensive cybersecurity solutions.

While all eight new business realities discussed in our latest Board Perspectives warrant attention, these two in particular highlight the need for evolving an organization’s approach to cyber risk oversight, now and in the future. You can read our latest Board Perspectives issue here, and we’d love to hear from you in the comment section below.

Proving Procurement’s Value to Stakeholders: Show Them the Money

By Tony Abel, Managing Director
Supply Chain

 

 

 

There is no doubt that procurement organizations deliver value, through strategic sourcing, category management and other means. What distinguishes procurement organizations perceived as top performers from the rest is how well they quantify the value they deliver to the company.

Recently, I had the opportunity to moderate a panel discussion about the challenges of demonstrating procurement’s real value to the rest of the organization. I was joined by Kathi Cox, Senior Director of System Integration and Innovation with Texas Health Resources; Richard Waugh, Vice President, Corporate Development with Zycus; and Rene Urbina, Vice President, Finance Shared Services with Curtiss-Wright. Below, I want to share some of the key takeaways from our discussion that attendees found helpful.

Develop governance structure upfront
By creating a governance structure early on, procurement organizations can obtain buy-in from the main players by having them at the planning table rather than trying to gain their support after the fact. Procurement, finance and business unit stakeholders should form a cross-functional team and collaborate to create a cohesive procurement process that leverages the right tools and expertise. By developing the governance structure in this manner, procurement can demonstrate its real value upfront, rather than having to prove it later.

Use the right tools
Once the organization has designed and implemented an effective savings methodology, it’s important to solidify and retain the benefits of the deployed solution. There are procurement technology solutions that support end-to-end, source-to-pay functionality, including capabilities that support the management of an effective savings methodology. The right technology can demonstrate procurement’s value by increasing visibility (though automated access) and allowing everybody involved to be on the same page.

Have ongoing tracking and reporting
While transparency and collaboration throughout the procurement process are both extremely important, tracking and reporting are most critical to its continuing success. If the benefits generated by procurement, or even a particular sourcing event, are not tracked and documented on an ongoing basis, questions will be raised, such as:

  • Were the estimated savings ever realized?
  • Why is my budget being reduced, when the reductions in cost are not visible to me?
  • And ultimately, why do I need to work with procurement on this?

The discussion doesn’t end here. In addition to the takeways above, during the webinar both Kathi Cox and Rene Urbina shared their first-hand experiences with developing a savings methodology and a governance structure, and how that helped realize benefits for their respective companies. You can access the free recorded version here. For even more insights, download our white paper, The Dollars and Sense of Procurement’s Real Value.

IT Audit Webinar: Your Questions Answered

By Gordon Braun, Managing Director
IT Audit

 

 

 

Following up on a recent blog post discussing the results of the 6th Annual IT Audit Benchmarking Study from ISACA and Protiviti, I want to revisit the subject by answering some of the audience questions we were unable to address live during the webinar, which I co-hosted with my Protiviti colleague David Brand and ISACA director Ed Moyle.

(I want to stress that we receive many great questions during our webinars but they may not always be answered in the limited window allowed by our webinar time constraints. I invite you to subscribe to our blog as we often follow up with these questions here.)

Q: How can growing organizations move from a reactionary approach to IT risk management to a more proactive approach and get ahead of emerging risk issues?

To be proactive, I think it is very important to invest in relationship-building activities with IT. Find a way to get invited to IT meetings and town halls and get added to key IT distribution lists. If you are not being included in those meetings, if you are not receiving IT organization announcements/distributions, and if you are not generally being considered a part of the IT “family,” you need to revisit your approach and take action to change your relationship status.

The goal should be to establish an ongoing dialogue so that internal audit knows what projects are in the pipeline and what technologies may be emerging in order to be appropriately  involved at the earliest stages of these projects. I’ve seen a lot of IT audit organizations struggle with this. It’s hard to see the risks around the corner if the IT auditor does not know in which direction IT is headed. Too often, IT audit is reacting well after the fact, and that’s not a good position to be in.

I also suggest that IT auditors partner with enterprise risk management to maintain a good understanding of the strategic direction of the company. An IT auditor needs to understand the direction of an organization in order to identify risks associated with the future demand for technology, as well as the technology skill sets likely to be required.

For IT, the most important incentive for building a strong relationship with IT audit is the value IT audit can bring to that organization, and IT audit should be able to communicate that benefit. IT auditors are not only good evaluators, but they are individuals that can help the IT organization be successful in achieving its objectives. When reporting on IT, it is important to consider the context in which IT is operating. How information is presented — whether it is perceived as collaborative and constructive — can have a significant impact on the IT / IT audit relationship.

Q: Do you see more IT audit shops leveraging continuous auditing to focus on some of the challenges highlighted in the survey?

I see the second line of defense doing more continuous monitoring and then IT audit shops allowing for flexibility in the IT audit plan to allow for a shift based on the findings of continuous monitoring activities. As issues are identified in the second line, top-performing audit shops are able to shift activities and focus on emerging or more urgent items that require attention.

Q: Should the IT audit director report directly to the audit committee?

Not usually. While we are seeing the IT audit director attend more audit committee meetings, the line of reporting is typically up through the chief audit executive.

Q: Where does the responsibility for IT risk assessment live with the IT organization or the IT audit function?

Certainly, IT has to be responsible for managing its own risk. But it is very common today to have a specific IT risk assessment process occurring through the internal audit organization. As technology, automation and digitization become a more integral part of our lives, boards and management are going to want more assurance around the tech environment, and that starts with an effective risk assessment process.

A coordinated or collaborative activity is the smart approach. It is best practice that IT does its own risk assessment. The trouble starts when there is a significant disconnect between the assessment results coming from IT and IT audit. Parallel assessments are perfectly legitimate and expected but there should be some effort to coordinate, collaborate and understand/reconcile any major differences.

Ultimately, you want to have an efficient risk management and IT governance process that delivers results that are easily understandable and interpreted by executive management and the board.

You can access the archived version of the webinar and more Q&As from it here.

Cyber Safety Tips for Private Equity Managers

By Michael Seek, Director
Internal Audit and Financial Advisory

 

 

 

Cybersecurity vendor FireEye, in March, reported an increase in fake emails targeting lawyers and compliance officers with malware disguised as a Microsoft Word document from the Securities and Exchange Commission. That, on the heels of a reported uptick in fake drawdown requests targeting private equity clients, prompted us to put together a list of ways private equity firms and portfolio managers can protect their clients from these increasingly sophisticated attacks. This list has applicability to other companies as well.

  1. Distributions – Protect investors (both internal and external) with controls requiring positive verification of the Investor’s identity prior to making any change to banking/wire instructions. The request should come directly from the Investor or from a contact that the Investor has provided written authorization to act on the Investor’s behalf. An independent email should be sent to the authorized email contact of record notifying them that a change was made and advising them to contact the firm if they did not request the change. This process should mirror those utilized by banks.
  2. Capital Calls/Drawdowns – Capital calls should be presented to Investors via a secure system or mechanism other than email. Note that hackers have been known to establish authentic-looking fake websites designed to capture LP account information. Protiviti recommends strong multifactor authentication routines (again, similar to banks) to thwart such efforts.
  3. System Security – Continuous monitoring for breach detection and a vigorously tested and rehearsed response/recovery plan have become the table stakes for operating any financial services business. If you have a proprietary system for investor distributions, that system should be secured on par with your ERP system.
  4. Deal Sourcing Data – At Protiviti, we emphasize the importance of knowing your “crown jeweIs” — that is, critical data that must be protected, such as investor account data. However, the protection of pipeline data, and information on target companies (e.g., potential deals), is at times overlooked. Data security must be established over systems, sites and network drives where confidential deal data is stored, including security over data rooms associated with due diligence activities. Additionally, employee communications should be monitored to ensure that no confidential information is being “leaked” via company networks.
  5. Board Members – Boards of directors need to ensure that the organizations they serve are improving their cybersecurity capabilities continuously in the face of ever-changing cyber threats. This point was mentioned in our recent Board Perspectives newsletter (Issue 90).That need also extends to the security of board emails and electronic communication of sensitive board materials. Of particular concern is the widespread use of “free” email services. Given the confidentiality of the information contained in many board emails, many organizations provide directors with in-house email addresses.

In a world rife with cyber crime, the incentives to commit it grow ever stronger as just about everything of value – whether an action or an asset – has a digital component. Vigilance continues to be the name of the cyber risk game – for private equity firms and portfolio managers in managing their clients, and for other sectors as well.

Fintech Perspective: Balancing Speed to Market With Sound Risk Management

 

 

Christopher Monk, Managing Director
Business Performance Improvement

and

Tyrone Canaday, Managing Director
Technology Consulting

 

As financial institutions develop innovative technology, in-house or by partnering with fintech companies, they need to carefully consider regulatory requirements for both third-party risk management and information security. Protiviti hosted a Fintech Innovation webinar on April 5, which addressed the need for banks and other financial institutions to balance sound third-party risk management with the desire for ensuring speed-to-market for new products and services in a bid to remain competitive in today’s marketplace. The attendees primarily consisted of traditional financial services companies (81 percent) – mainly banking organizations and some insurers. Fintech companies represented seven percent of the audience.

We want to highlight some of the results of the polling questions submitted during the webinar because they give insight into the current state of fintech innovation and the areas banking firms are most concerned about as they work to achieve a balance between innovation and sound risk management.

The collaboration is not without challenges. Of those saying they are facing challenges with their third-party risk management programs (a large majority), one-third consider coordinating activities and workflow between different groups in the organization responsible for managing parts of third-party risk, such as the business (the first line of defense), the vendor management office, procurement and the compliance and information security functions, to be the most difficult. Seventeen percent of respondents highlighted the difficulty in gaining coverage of all of the organization’s third parties across all of the lines of business in the enterprise. Other issues include understanding and keeping up to date with all of the evolving regulations, and managing the workload by enhancing the efficiency and scalability of the third-party risk management process.

Most significantly, almost half (44 percent) of all respondents indicated that their organization does not track the risks associated with fintech companies and other vendors effectively.

Addressing the challenges

For institutions that are just beginning their innovation journey, a good starting point is to ensure they understand what their current capabilities are, including those for actively managing third-party risks as well as data security and privacy risks. From there, firms can then begin to consider pushing forward with developing innovative products using a structured research and development (R&D) lifecycle. By layering the two efforts together, firms can ensure third-party considerations are addressed throughout the process, and the level of risk management rigor and scrutiny is increased as they progress through the R&D gates.

During our webinar, Protiviti experts guided attendees through the many ways in which fintech companies are disrupting the marketplace and offered a new third-party risk management framework that can help manage the risks inherent with partnering with smaller, startup firms and launching new technology products and services. You can access the free recorded version here, and we recommend a full listen.

For even more detail on how traditional financial institutions can balance the need for speed-to-market for new products with the need for information security and risk management compliance as best practices, refer to our newly published white paper: Enabling Speed of Innovation Through Effective Third-Party Risk Management.

Paul Kooney of Protiviti’s Security and Privacy practice contributed to this content.

Health Check on Emerging Growth Companies: PCAOB Reports High Incidence of Material Weaknesses

By Charles Soranno, Managing Director
Financial Reporting Compliance and Internal Audit

 

 

 

A new white paper from the Public Company Accounting Oversight Board (PCAOB) and an April increase in qualifying revenue limits have put emerging growth companies (EGCs) in the news recently.

The EGC designation, established under the Jumpstart Our Business Startups (JOBS) Act of 2012, makes it easier for small and growing businesses — specifically those on track for an initial public offering — to attract investors and access capital by relaxing regulatory requirements and cutting some red tape. There are a number of benefits to a registrant being classified as an EGC – see Protiviti’s Guide to Public Company Transformation for what they are.

The original law established a revenue cap of $1 billion for a company to qualify as an EGC, but provided for that cap to be adjusted every five years for inflation. The Securities and Exchange Commission (SEC) made the first adjustment in April 2017, raising the revenue cap to $1.07 billion.

Another provision of the JOBS act was a mandate for the PCAOB to report via white papers, semiannually, on the extent to which EGCs actually benefitted from regulatory relief, and any unintended consequences stemming from the more permissive environment. The purpose of the PCAOB’s white papers is to provide general data about EGCs to inform the analysis contained in PCAOB rulemaking releases regarding the impact of applying new standards to the audits of EGCs.

The latest white paper, published in March 2017, found that of 1,951 companies reporting as EGCs in the 18 months prior to the reporting period, more than half (51 percent), received an explanatory paragraph in their most recent auditor’s report expressing substantial doubt about the company’s ability to continue as a going concern. Equally important, within that group of 1,951 EGC filers, 1,262 provided a management report on internal control over financial reporting in their most recent annual filing, and 47 percent – nearly one-half of all EGC filers – reported material weaknesses.

Protiviti explores the findings in the PCAOB’s March white paper at length in a recent Flash Report, but I wanted to highlight a few of the takeaways here.

First and foremost, while certain regulatory exemptions and benefits may be attractive, they do not mean that EGCs should accept or minimize issues surrounding potential findings of material weaknesses. These deficiencies in internal control over financial reporting may undermine a company’s reputation and reduce company value, to say the least.

The risk is real and should be addressed proactively. Protiviti has developed a financial reporting risk profile (FRRP) to identify financial reporting issues in advance and manage them to avoid potential financial restatements.

An effective FRRP focuses on six areas: accounting principle selection and application, estimation processes, related-party transactions, business transaction and data variability, sensitivity analysis, and measurement and planning. The underlying objective is to identify the most likely areas of potential misstatements and apply the appropriate oversight and control.

Second, EGCs should take the steps necessary to document key business processes so that these processes are well-defined and repeatable, reducing reliance on ad hoc activity by key employees. These processes may include a fair amount of financial reporting; related policies and activities, such as those that aid in the preparation of financial schedules for external auditors in the support of audits; filings; executive compensation; and employee benefits. Pre-public companies should design and implement a process for documenting conclusions on reporting and accounting matters.

Internal controls and documentation are critical because they minimize the risk of material weaknesses in the organization’s financial reporting. Consider the effects of just one material weakness: erosion of shareholder confidence, potential share price reduction, a fair amount of distraction throughout the organization, reduced brand quality, and significant remediation costs.

The high incidence of material weaknesses among EGCs is disappointing but, in many cases, generally preventable. It is important not to wait until the first auditor attestation to address potential issues. Many of the preventive measures – governance protocols, fraud controls, internal controls over financial reporting – should be in place prior to the company’s first public filing (e.g., 10Q filings, 302/906 certifications), and others should be in place prior to the initial management assertion on the effectiveness of internal control over financial reporting, as required by Sarbanes-Oxley Section 404(a). If these areas have not been addressed and the first public filing is upcoming, the organization should prepare itself by putting in place a robust remediation program. See the Protiviti Flash Report for additional points and information.