Category Archives: Corporate Governance

From Inside the Building

By Rumbi Petrozzello, CFE, CPA/CFF
2017 Vice-President – Central Virginia Chapter ACFE

Several months ago, I attended an ACFE session where one of the speakers had worked on the investigation of Edward Snowden. He shared that one of the ways Snowden had gained access to some of the National Security Agency (NSA) data that he downloaded was through the inadvertent assistance of his supervisor. According to this investigator, Snowden’s supervisor shared his password with Snowden, giving Snowden access to information that was beyond his subordinate’s level of authorization. In addition to this, when those security personnel reviewing downloads made by employees noticed that Snowden was downloading copious amounts of data, they approached Snowden’s supervisor to question why this might be the case. The supervisor, while acknowledging this to be true, stated that Snowden wasn’t really doing anything untoward.

At another ACFE session, a speaker shared information with us about how Chelsea Manning was able to download and remove data from a secure government facility. Manning would come to work, wearing headphones, listening to music on a Discman. Security would hear the music blasting and scan the CDs. Day after day, it was the same scenario. Manning showed up to work, music blaring.  Security staff grew so accustomed to Manning, the Discman and her CDs that when she came to work though security with a blank CD boldly labelled “LADY GAGA”, security didn’t blink. They should have because it was that CD and ones like it that she later carried home from work that contained the data she eventually shared with WikiLeaks.

Both these high-profile disasters are notable examples of the bad outcome arising from a realized internal threat. Both Snowden and Manning worked for organizations that had, and have, more rigorous security procedures and policies in place than most entities. Yet, both Snowden and Manning did not need to perform any magic tricks to sneak data out of the secure sites where the target data was held; it seems that it all it took was audacity on the one side and trust and complacency on the other.

When organizations deal with outside parties, such as vendors and customers, they tend to spend a lot of time setting up the structures and systems that will guide how the organization will interact with those vendors and customers. Generally, companies will take these systems of control seriously, if only because of the problems they will have to deal with during annual external audits if they don’t. The typical new employee will spend a lot of time learning what the steps are from the point when a customer places an order through to the point the customer’s payment is received. There will be countless training manuals to which to refer and many a reminder from co-workers who may be negatively impacted if the rooky screws up.

However, this scenario tends not to hold up when it comes to how employees typically share information and interact with each other. This is true despite the elevated risk that a rogue insider represents. Often, when we think about an insider causing harm to a company through fraudulent acts, we tend to imagine a villain, someone we could identify easily because s/he is obviously a terrible person. After all, only a terrible person could defraud their employer. In fact, as the ACFE tells us, the most successful fraudsters are the ones who gain our trust and who, therefore, don’t really have to do too much for us to hand over the keys to the kingdom. As CFEs and Forensic Accountants, we need to help those we work with understand the risks that an insider threat can represent and how to mitigate that risk. It’s important, in advising our clients, to guide them toward the creation of preventative systems of policy and procedure that they sometimes tend to view as too onerous for their employees. Excuses I often hear run along the lines of:

• “Our employees are like family here, we don’t need to have all these rules and regulations”

• “I keep a close eye on things, so I don’t have to worry about all that”

• “My staff knows what they are supposed to do; don’t worry about it.”

Now, if people can easily walk sensitive information out of locations that have documented systems and are known to be high security operations, can you imagine what they can do at your client organizations? Especially if the employer is assuming that their employees magically know what they are supposed to do? This is the point that we should be driving home with our clients. We should look to address the fact that both trust and complacency in organizations can be problems as well as assets. It’s great to be able to trust employees, but we should also talk to our clients about the fraud triangle and how one aspect of it, pressure, can happen to any staff member, even the most trusted. With that in mind, it’s important to institute controls so that, should pressure arise with an employee, there will be little opportunity open to that employee to act. Both Manning and Snowden have publicly spoken about the pressures they felt that led them to act in the way they did. The reason we even know about them today is that they had the opportunity to act on those pressures. I’ve spent time consulting with large organizations, often for months at a time. During those times, I got to chat with many members of staff, including security. On a couple of occasions, I forgot and left my building pass at home. Even though I was on a first name basis with the security staff and had spent time chatting with them about our personal lives, they still asked me for identification and looked me up in the system. I’m sure they thought I was a nice and trustworthy enough person, but they knew to follow procedures and always checked on whether I was still authorized to access the building. The important point is that they, despite knowing me, knew to check and followed through.

Examples of controls employees should be reminded to follow are:

• Don’t share your password with a fellow employee. If that employee cannot access certain information with their own password, either they are not authorized to access that information or they should speak with an administrator to gain the desired access. Sharing a password seems like a quick and easy solution when under time pressures at work, but remind employees that when they share their login information, anything that goes awry will be attributed to them.

• Always follow procedures. Someone looking for an opportunity only needs one.

• When something looks amiss, thoroughly investigate it. Even if someone tells you that all is well, verify that this is indeed the case.

• Explain to staff and management why a specific control is in place and why it’s important. If they understand why they are doing something, they are more likely to see the control as useful and to apply it.

• Schedule training on a regular basis to remind staff of the controls in place and the systems they are to follow. You may believe that staff knows what they are supposed to do, but reminding them reduces the risk of them relying on hearsay and secondhand information. Management is often surprised by what they think staff knows and what they find out the staff really knows.

It should be clear to your clients that they have control over who has access to sensitive information and when and how it leaves their control. It doesn’t take much for an insider to gain access to this information. A face you see smiling at you daily is the face of a person you can grow comfortable with and with whom you can drop your guard. However, if you already have an adequate system and effective controls in place, you take the personal out of the equation and everyone understands that we are all just doing our job.

Governance and Fraud Detection

Originally, the business owner had the most say in decisions regarding the enterprise. Then, corporate structures were put in place to facilitate decision making, as ownership was spread over millions of shareholders. Boards of directors took over many responsibilities. But with time, the chief executive officer (CEO) ended up having a large say in the composition of the board and, in many instances, ruled and controlled the company and its strategy. The only option for shareholders appeared to be to sell their shares if they were not happy with the performance of a specific organization. Many anti-fraud professionals think that this situation contributed significantly to business demises such as that of Enron and to the horrors consequent to the mortgage meltdown and accompanying fiscal crisis.

Proposals were made to re-equilibrate the power structure by giving more power and responsibilities to the board and to specific committees, such as the audit committee, to better deal with internal control and fair financial reporting or the remuneration committee to better deal with the basis for the type and the level of remuneration of the CEO. New legislation was put into place, such as the US Sarbanes-Oxley Act and Basel II. Compliance with these pieces of legislation consumed a lot of attention, energy and cost.

Enterprises exist to deliver value to their stakeholders. This is accomplished by handling risk advantageously and using resources responsibly. Speedy direction setting and quick reaction to change are essential in such a situation so decision making must be shared among many. Therefore, governance comes into play. Successful enterprises implement an over-arching system of governance that facilitates the achievement of their desired outcomes, both at the enterprise level and at each level within the enterprise; this is especially true with regard to the problem of fraud detection.  In this context, a holistic definition of enterprise governance is in order: Governance is the framework, principles, structure, processes and practices to set direction and monitor compliance and performance aligned with the overall purpose and objectives of an enterprise.

This definition is initially implemented by the answers to and actions on the following governance related questions:

Who is accountable and responsible for enterprise governance? Stakeholders, owners, governing bodies and management are responsible and accountable for governance.

What do they do, and how and where do they do it? They engage in activities (set direction, monitor compliance and performance) in relationship with others and use enablers (frameworks, principles, structures, processes, practices) within the governance view appropriate to them (governance of the enterprise; of an organizational entity within the enterprise such as a business unit, division or function; and of a strategic asset within the enterprise or within an organizational entity).

Why do they do it? They institute governance to create value for their enterprise, determine its risk appetite, optimize its resources and use them responsibly.

In summary, accountability and stewardship are delegated to a governance body by the owner/stakeholder, expecting it to assume accountability for the activities necessary to meet expectations. In alignment with the overall direction of the enterprise, management executes the appropriate activities within the context of a control framework, balancing performance and compliance in achieving the governance objectives of value creation, risk management and resource optimization.

Fraud detection (within the context of a fully defined fraud prevention program) is a vital business process of the over-hanging governance function and can be implemented by numerous generally accepted procedures.  But a few examples …

One way to increase the likelihood of the detection by the governance function of fraud abuses is the conduct of periodic external and internal audits, as well as the implementation of special network security audits. Auditors should regularly test system controls and periodically “browse” data files looking for suspicious activities. However, care must be exercised to make sure employees’ privacy rights are not violated. Informing employees that auditors will conduct a random surveillance not only helps resolve the privacy issue, but also has a significant deterrent effect on computer assisted fraud exploits.

Employees witnessing fraudulent behavior are often torn between two conflicting feelings. They feel an obligation to protect company assets and turn in fraud perpetrators, yet they are uncomfortable in a whistleblower role and find it easier to remain silent. This reluctance is even stronger if they are aware of public cases of whistleblowers who have been ostracized or persecuted by their coworkers or superiors, or have had their careers damaged. An effective way to resolve this conflict is to provide employees with hotlines so they can anonymously report fraud. The downside of hotlines is that many of the calls are not worthy of investigation. Some calls come from those seeking revenge, others are vague reports of wrongdoing, and others simply have no merit. A potential problem with a hotline is that those who operate the hotline may report to people who are involved in a management fraud. This threat can be overcome by using a fraud hotline set up by a trade organization or commercial company. Reports of management fraud can be passed from this company directly to the board of directors.

Many private and public organizations use outside computer consultants or in-house teams to test and evaluate their security procedures and computer systems through the performance of system penetration testing.  The consultants are paid to try everything possible to compromise an enterprise’s system(s). To get into offices so they can look for passwords or get on computers, they masquerade as janitors, temporary workers, or confused delivery personnel. They also employ software based hacker tools (readily available on the Internet) and social engineering techniques.  Using such methods, some outside consultants claim that they can penetrate 90% or more of the companies they “attack” to a greater or lesser degree.

All financial transactions and activities should be recorded in a log. The log should indicate who accessed what data, when, and from which location. These logs should be reviewed frequently to monitor system activity and trace any problems to their source. There are numerous risk analysis and management software packages that can review computer systems and networks and the financial transactions they contain. These packages evaluate security measures already in place and test for weaknesses and vulnerabilities. A series of reports are then generated to explain any weaknesses found and suggest improvements. Cost parameters can be entered so that a company can balance acceptable levels of vulnerability and cost effectiveness. There are also intrusion-detection programs and software utilities that can detect illegal entry into systems along with software that monitors system activity and helps companies recover from fraud and malicious actions.

People who commit fraud tend to follow certain patterns and leave tell-tale clues, often things that do not make sense. Software is readily available to search for these fraud symptoms. For example, a health insurance company could use fraud detection software to look at how often procedures are performed, whether a diagnosis and the procedures performed fit a patient’s profile, how long a procedure takes, and how far patients live from the doctor’s office.

Neural networks (programs that mimic brain activity and can learn new concepts) are quite accurate in identifying suspected fraud. For example, Visa and MasterCard operations employ neural network software to track hundreds of millions of separate account transactions daily. Neural networks spot the illegal use of a credit card and notify the owner within a few hours of its theft. The software can also spot trends before bank investigators do.

Each enterprise needs to determine its appropriate overall governance system and the fraud detection approaches it decides to implement in support of that system. To help in that determination, mapping governance frameworks, principles, structures, processes and practices, currently in use, is beneficial. CFE’s and forensic accountants are uniquely qualified to assist in this process given their in-depth knowledge of all types of fraud scenarios and the tailoring of the anti-fraud controls most appropriate for the control of each within a specific company environment.