In this episode of the Corporate Director Podcast, Cindy Moehring, an experienced independent director and former Chief Compliance Officer, discusses the evolving role of compliance officers in today's complex regulatory environment. Cindy shares her insights on the biggest challenges facing compliance teams, particularly in global organizations, and highlights the importance of technology in enhancing compliance programs. Cindy's insights are timely, coming on the heels of Diligent being named a Leader in the 

2025 IDC MarketScape for Worldwide GRC Software

, a recognition that underscores the growing importance of advanced GRC technology in compliance programs.

Intro/Outro:[00:00:00] Welcome to the Corporate Director Podcast, where we discuss the experiences and ideas behind what's working in corporate board governance in our digital tech field world. Here you'll discover new insights from corporate leaders and governance researchers with compelling stories about corporate governance, strategy, board culture, risk management, digital transformation, and more.

Dottie Schindlinger: Hi everybody and welcome back to the Corporate Director Podcast, the voice of modern governance. My name is Dottie Schindlinger, executive Director of The Diligent Institute, and I'm joined once again by my amazing co-host Meghan Day strategy leader here at Diligent. How are you today?

Meghan Day: I'm doing well, Dottie, I'm doing a bit of a governance geek deep dive this week into all things compliance [00:01:00] and in particular paying attention to what's happening or maybe what's not happening with the FCPA.

Dottie Schindlinger: Yeah, it's a really good thing to talk about Meghan, for the uninitiated, and I'm sure that doesn't describe many in our audience 'cause you have to have a certain level of governance geekiness to wanna listen to this show. But the FCPA, the Foreign Corrupt Practices Act for a very long time, has been kind of bread and butter for compliance professionals all over the country.

Making sure that companies are doing things in an ethical way, that they're not engaging in corruption and bribery around the world. February, 2025, there was an executive order from the Trump administration to direct the DOJ to basically stop prosecuting FCPA cases. At the time, lots of people talked about, is this the end of the Foreign Corrupt Practices Act?

Is this gonna be a license for lots of bribery and corruption to flourish? Others said, no, it's just about. Directing the DOJ to spend its time elsewhere. It was an open question, but now we've got a couple of test cases here. The most recent [00:02:00] was with Liberty Mutual, and I know Meghan you clued me into this one.

You wanna talk a little bit about what happened there.

Meghan Day: This is another, in a string of examples where the DOJ is really not going to prosecute an organization related to. Pretty large bribery case. This came forth with Liberty Mutual this week. They ended investigations into GE Healthcare. I believe there were a couple of others earlier this year.

So it is starting to trend that they're paying attention to things, but again, maybe holding true to this promise that they're not going to enforce this.

Dottie Schindlinger: And what's also interesting, I was reading an article, I think in Bloomberg Law about kind of the approach that the company is taking. And what's interesting is they're reserving the money that they would probably have had to pay if the DOJ went forward just in case.

And I think that sort of speaks to the posture a lot of companies are taking right now, which is. We know that these things may come back. You know that this might be a temporary reprieve as opposed to [00:03:00] a permanent state of affairs,

we own that, that those were not correct practices. We know that we're likely to have to pay fines. Let's hold onto this, money in case we end up having to pay more than what we're currently being assessed. I just think all of these things are making it so much more challenging and maybe so much more interesting to be a chief compliance officer these days, or to be an audit committee chair because honestly, for a long time have had to look at reports about what's happening, what are we hearing on the whistleblower line, what's coming across the airwaves.

What might hit us in the face, where might we get sanctioned? Where might we end up in court? And a lot of those assumptions are now really in play. I just think it's gotten a lot harder to keep your eye on the ball here. There's too many balls bouncing. You have to keep your eye all over the place.

And it just depends on what the executive order du jour says.

Meghan Day: It really is wild Dottie. But I think you know what you said. Makes a lot of sense in [00:04:00] terms of potential walk backs, but also that should be the plan for organizations. The best chief compliance officers or the best leaders in general will say, we don't want bribery to happen.

We're gonna put controls and practices in place to prevent that. But in the event that it does happen, 'cause there is always some risk, we are going to find it and own up to it immediately and take responsibility for it.

Dottie Schindlinger: Meghan, that is a really good segue to the interview that we had the opportunity to record for you all today, and that is with Cindy Mooring, who is an experienced independent director, but spent her career first as a chief compliance officer, and she served some really big companies, and so I think it's gonna be great to have a chance to listen to that interview.

She had a very. Nuanced and helpful perspective on how boards and compliance teams should be thinking about all these things. So let's give that a listen and we can come back and talk some more.

Joining us on the Corporate Director [00:05:00] podcast today is Cindy Mooring. Cindy's an experienced independent director and former Chief compliance officer who currently sits on the boards of Pyxis International Church Mutual Insurance Company, and she serves on the compliance committee of the board for the US Olympics and Paralympics organization.

Cindy, thank you for joining us on the show. Thanks, Dottie. It's a pleasure to be here. Returning champion. It's great to have you back. I just rattled off a few of the things that are on your current plate, but would you mind just sharing with our audience a little bit more about your background and in particular about your years as a chief compliance officer?

Cindy Moehring: Sure. Absolutely. So I started with a legal background and a law profession and served in worked in private practice. Worked then internally for in financial services for a bank, and then I went with a high tech company and made the jump over to retail and worked for Walmart for several years doing governance work in the legal department, and then made the jump over to ethics and compliance [00:06:00] and became the global chief Ethics Officer and the US Chief Ethics and Compliance Officer.

So both of those are very senior roles at the company and saw that spent the bulk of my career there. It was about 20 years left there and retired from corporate America, I like to say the active eight to five and went down and started in academia and built an ethics and integrity and leadership initiative.

For the school of business at the University of Arkansas. And then joined the three boards that you mentioned. So it's been a full compliment of seeing sort of the whole spectrum of everything. I'm also very involved as well in the Wall Street Journal Chief Compliance Officer Council, so I still have my toe in the water there.

And it's nice to be able to see the next generation, I'd say of chief compliance officers coming up and, they have me on there as well because I'm now on the board. So it's nice to have that connection between the two.

Dottie Schindlinger: Cindy, you're the perfect person to have on the show to talk about this topic because I think there is so much happening right now [00:07:00] in the compliance world.

I'm thinking about all the changes that are happening in the regulatory space. I think about all the societal changes, I think about ai. I'd love to hear your reflection on what do you think are the biggest, most seismic things happening for chief compliance officers right now that would be useful for boards to know more about?

Cindy Moehring: I think that the role of the chief compliance officer has changed significantly, and I think boards need to view them now as a regular strategic advisor to the board. As well as to the C-suite, it has evolved well beyond just one of the current regulations and how do we stay compliant. Of course, you have to have a well-designed program and you have to make sure that it is working in operation, but that's just like what gets you in the door.

Chief compliance officers now need to be more focused on being agile being nimble, being strategic. Watching what's gonna come down the pike, learning from the examples of others, staying abreast of what's going on with [00:08:00] technology and figuring out how all of that can become part of the compliance program for the company so that it is less about backwards looking, which I think some still view compliance is only being a look into the past and what has happened, and instead being a look into the future and what are those emerging issues and how to prevent them from ever happening in the first place.

And that only comes by being involved with the strategy of the company, the strategic direction of the company, and being very agile and because it is a very fluid, fast changing environment today.

Dottie Schindlinger: It seems to me that the further along we get in governance, the more it feels like a team sport that really involves a lot of different players across the company, including the compliance team.

And I wanted to talk about some of the big rocks that compliance officers have to move today. And I'm thinking specifically about organizations that are global in nature. There's so much complexity of being a multinational. Can you talk a little bit about what are some, in your mind, what are some of the most pressing issues for compliance teams right [00:09:00] now?

Cindy Moehring: What I would say is that it's the changing regulatory environment. And it's just so fast in terms of the way it's changing. If you think about employment compliance, if you think about supply chain compliance, if you think about environmental. And compliance with that. But when you then layer on the global divergence in the views, let's say right now between maybe the current environment in the US and let's say, where the rest of the world may be, in particular Europe, just taking environmental as an example.

You've got global companies now that have to figure out how do they comply with both the US. Current regulatory environment while also complying with completely different set of expectations. If you're thinking about, the European continent and what's going on over there, just in terms of still their very strong focus on environmental, just to use one example.

So that I think is a real challenge for compliance officers because it means you do have to be, it cannot no longer just be a program that I think some companies. To still [00:10:00] try to do, which is just managed from headquarters. You really do have to have boots on the ground, local talent, and a way to be nimble and fast enough to be able to react to what is happening in the now divergent regulatory environments around the world and keeping abreast of all of that.

So that's one. But the other one I would say is even, I know you mentioned global, and I agree with that, that's in terms of being really quick and being able to react in the moment are important. But even for domestic companies, particularly when it comes to supply chain and trade compliance right now, even if you're just a domestic company, staying abreast of just say a property and casualty insurer, right?

For example, staying abreast of what's happening in trade compliance. And if you're ensuring. Automobiles, for example. All of a sudden the tariffs that are being applied are going to mean potentially higher costs. If there's an accident and something has to be fixed or a building gets destroyed because of natural disasters, right?

And now they've gotta re rebuild the building. And so all of that is not only going to increase costs, [00:11:00] but it. Change the strategy of the company in terms of where they want to ensure what industries they want to ensure what states they should be in or not be in. And so all of that comes to the forefront not just for the board to consider and CEOs and the strategy of the company, but also for compliance because it's gotta be also about risk management.

But that's part of looking around the corner that I think chief Compliance officer so we it now to their companies and to the boards to be able to do and not wait until it happens.

Dottie Schindlinger: Cindy, you've been doing this work both with public and private companies. Do you see any big differences between the way public and private companies approach compliance?

How do they approach managing these challenges?

Cindy Moehring: That's a really interesting question and I will, I know you didn't ask, but I'll also throw nonprofit in there as well for large established ones. I think the most obvious answer is public companies have an additional layer of regulation and an additional layer of scrutiny because of their quarterly reports that are filed with the SEC.

And a private company, you're not gonna have that. But when it just comes down [00:12:00] to compliance and just call it governance risk management in general, I would say that the public private. Even very established nonprofit, if you will, for example, like the US Olympics, which their compliance program is now much more on par, I would say, with what you would just see in corporate America generally, that the public private distinction is not what's most salient and not what's most important at all.

It's really more about. I would say the size of the company, the sophistication of the company, the maturity of the company, the industry that the company is in. All of those, aside from, again, the SEC side of it and the additional scrutiny there when it just comes to a compliance program, all of those factor in much more heavily than I would say, whether it's a public company or a private company.

Dottie Schindlinger: So said another way. Companies are not just doing this work because they have to. 

Cindy Moehring: That is very well summarized. Yes, I would agree. And particularly when you see that going over into the nonprofit space more so than you [00:13:00] have before. There aren't really the, let's face it, every, the Sarbanes Oxley and all of the requirements for that really were born out of public company failures.

But what I have seen in my career since that first happened is it moving from public companies down into the private companies and now into even some of the more established nonprofits because it's seen as a best practice. Once companies figured out what they needed to do and how they needed to do it from a governance internal controls compliance perspective, it became the guiding light for others to follow.

To look at and as more companies actually stay private these days and there, there's been not as many going public and fewer public companies than there, there were, I think private companies are having to shoulder some of that burden as well because they're just large established companies now, whether they're public or not.

Dottie Schindlinger: Yeah. And so it's, it just becomes part of the importance of doing good business, right? For your customers. Yes. Your investors, et cetera. I wanna shift gears a little bit and talk about technology because I think there's so much happening in the space around compliance specifically [00:14:00] for legal teams and compliance teams.

Ways that things can be automated, ways that AI can help with fraud detection and with, with whistleblower programs and you name it. Can you share some of the practical ways that you've seen technology be. A game changer and some of the ways that you feel it really hasn't been that maybe it should be.

Cindy Moehring: Yeah. I think that with the advent of technology, particularly as it's applied to, let's say, a compliance program, it allows for fraud detection and all of that. It allows for a deeper and a more precise understanding of risk. Because it's able to see pattern recognitions with more inputs than the human brain can actually figure out.

And so it's this big aha moment where, whereas you may have never seen it before, so that really helps a lot. It is able to also connect disparate data, which you might not think were connected data points in the past. And so that it shows almost meta themes, whereas you may not have been thinking about those meta themes before.

Faster, better monitoring of whether or [00:15:00] not a compliance program really is effective at operation. So then you can manage by exception instead of being down there, out there checking to see if everything is working the way it should.

If you're able to engage technology, it does a lot of that. For you, and then you could just manage by exception and really get to the root cause more quickly now, where I think it isn't being used enough yet. The data and the compliance program is bringing that through in how the reporting comes up to the board.

I think it could be used more. I've seen it a little bit. But I think that is a place where compliance teams could do a little bit more.

Dottie Schindlinger: So let's go deeper on that because you've got this unique vantage point. You've been both a chief compliance officer yourself. You've been a board member many times over.

What are some of the bits of advice you might have for building more constructive relationships and better reporting between those teams so that everybody can do what they need to do more quickly? Sure.

Cindy Moehring: So I would say that the first and most important thing is board members need to build a relationship with their chief [00:16:00] compliance officer and make sure that they know who that person is and that person knows them.

So that conversations, just the hallway conversations, the five or 10 minutes before or even after a presentation, you can really build that relationship, build that rapport, get to know each other, and build the trust. And then I think what those conversations can also do is service prompts to asking some of these questions about, hey how are you using that data and have you thought about how you might use it in board reporting?

And just use those conversations to prompt it a little bit more. Then what I think you can do after you've done some of that and build the relationship is. In the meetings, and this would be more for board member advice, would be to ask some more of the probing questions that are more forward looking as opposed to just receiving the report, which oftentimes is just backwards looking and asking information or status updates about that.

So putting the questions on the table about what is the [00:17:00] data that you are using and the technology that you're using in your compliance program telling you? About what could be an emerging risk and what are you doing to manage that emerging risk better so that you're taking the conversation to a different level and making it a more proactive instead of a reactive conversation.

And all of that is gonna happen a lot better if it is organic and comes from a place of having a relationship and trust. And I think boards that. Perhaps don't have a relationship with their chief compliance officer or would expect maybe just their general counsel to report on it as part of the overall kind of governance, legal, ethics, and compliance report are really missing a very rich conversation that they could be having.

Dottie Schindlinger: So you speak both languages. You speak chief compliance officer and board member. What are some of the things that you think boards tend to get wrong about the compliance function and vice versa? What are some things that you think compliance officers tend to get wrong about the board role?

Cindy Moehring:[00:18:00] I think that compliance officers who aren't perhaps exposed to the board level conversations can and this would actually be for anyone who isn't, but I think compliance officers should be exposed to.

It will miss the board's role in oversight and. The conversations then that compliance officers have with the board are too operationally focused and can delve into minutia to a level that it doesn't need to. So they will miss the strategic value and the oversight role that a board member brings, and they will come in unprepared for that level of presentation.

Or just say, here's my report and I'm just gonna read through it and, and it's all about what's currently happening or would it happen and more of that. I think what board members miss and probably because that's their experience many times is the fact that chief compliance officers in that role done right is a really important strategic [00:19:00] voice in the room.

That also, by the way, is separate from legal. And if you will and this kind of takes it into, if you think about, we say chief compliance officer, but that typically in most companies will also involve their integrity office or their ethics office. So legal and compliance to some extent are focused on, okay, what?

What does the law say we have to do? What does the regulation say we have to do? But a compliance officer who's doing their job right, is focused not just on that. They're also very focused on the culture of the company and how do you drive to this higher level of values. And giving individuals the why and explaining to the board the why.

And how, yes, this may be the bare minimum, but because of our company's, corporate mission and strategy and values and focus, we're really driving our employee base to be here by doing it this way and that way. And all of that can get missed if you're just focused on what does the law say or what does the regulation say?

[00:20:00] And that's a very rich conversation to have with the board which goes well beyond just what's required.

Dottie Schindlinger: So Cindy, if you could encourage boards to prioritize one new habit or one new approach to compliance oversight for this year, what would it be?

Cindy Moehring: I think that it, beyond the things that I've mentioned that they should do, I would really encourage them to set aside time on their agenda to talk about the.

Culture of the company, the ethical culture of the company from the 50,000 foot view. Get out of the regular board reporting. Set aside some time to talk about that and to focus on that and to learn from the mistakes of others. To have those very rich conversations that often don't happen when you are pressed for time in a board meeting and you have to get through the certain amount of board materials.

So if you put it on the agenda at a, regular cadence, even if it's, [00:21:00] once a year outside of the normal and you set aside time to have that deeper, richer, that 50,000 foot view. Of culture and values and where is the company and how is it doing on its ethical culture and values?

And what have you learned from learning from other companies and what are the risks to losing that? That actually offers a fair amount of strategic insight to the board that they, they're not gonna get, if they don't set aside as a group, if they don't set aside that time to do it on a board agenda.

Dottie Schindlinger: I think that's great advice. And I'm thinking about some, big name companies that had they done that might've had very different outcomes. So I think that's really great advice. Cindy, before we let you go, there are three questions we like to ask every guest who joins us on the show. And I think you've answered these ones before, so I'll be eager to hear how your new answers differ.

But what do you think will be the biggest difference between boardrooms today and 10 years from now? The use of AI in the boardroom, like in the boardroom. Read a really interesting article on this [00:22:00] in the Harvard Business Review, just in the I think it was the July, August or major, one of the very recent additions.

Cindy Moehring: It's fascinating. You hear all this conversation about how AI is being used in companies, but not as much about how it's being used in boardrooms. And I think it's gonna evolve from, and I think it's gonna be a little slower, but it's gonna evolve from some board members right now who are using it to help them prepare for board meetings stay up on information and collect information and summarize it on what's happening in the industry or with competitors, which is all great.

Two helping board members. Actually analyze in the moment, I would say some management recommendations or presentations. Doing some scenario planning, challenging assumptions from the board, sorry, from management by the board members, and then using it as well to make their own board governance better.

Boards, all boards should be doing board evaluations and those can take many different kind of formats. You can just do surveys. You can [00:23:00] have somebody come in and do conversations with the individual board members about the board itself and the committees, or if you really wanna go deep, you can also have them evaluate their other individual board members.

With the use of ai, you can now do that real time. You can have the tool actually provide feedback based on its participation in a meeting. And there's a company that was highlighted in the Harvard Business Review article who had used it, and some of the feedback was, spend 20% less time on management presentations, encourage director A and B to talk out more and encourage director X and Y to maybe not talk.

Quite as much avoid using terms like no brainer or, that's an easy one. So it's very like in the moment and it will dramatically reduce the cost, right? So there shouldn't be any excuse in the future for boards not using even it to that extent, using it to improve the overall board [00:24:00] dynamics.

And so I think it's gonna be fascinating to watch it happen. Cindy, I love all of that, especially because those are all things diligent cares passionately about. So we are full steam ahead on the AI in the boardroom process, I can tell you. I'd love to ask you, what was the last thing that you read or watched or listened to that made you think about governance in a new light?

Yeah so I watched and listened to, 'cause it was a webcast a recent one that was titled Better Questions for Boards. And it was about effective board oversight of, they called it geostrategic risk. So going back to that, to what we've already talked about in this whole conversation about just what's happening in the world and some divergent views and different regulations.

The world has changed and we've been watching it happen over the last, I don't know, five to eight years or so, and it's going to continue to change. And so from a governance perspective, having companies create cross-functional, geo-strategic committees and teams that [00:25:00] can report up to the board from an oversight perspective on how.

All of those geopolitical geostrategic in general considerations should play into the strategy of the company, and you have to be able to both do that in the short term, but not think that's all you can keep your eye on because you still have the company's overall mission. And values that you have to keep your eye on for the long term, despite what's going on from a geopolitical perspective.

And if you just treat that as a sideline, oh, that's just corporate affairs, or that's just politics and not really bake that into the strategy and keep your eye on the long term and how that's gonna affect the long-term company's strategy, then you're gonna miss out on something that I think is.

Here to stay, which is a change in the way the world is operating.

Dottie Schindlinger: Cindy, the last question I'd like to ask you, what is your current passion project?

Cindy Moehring: My current past passion project is building the [00:26:00] endowment for the initiative that I built down at the University of Arkansas, which is focused on integrity and leadership.

So I started that. After I retired from Walmart about six years ago now, and got the endowment started and got the initiative set up. But there's always room to grow in endowment. So that is my passion project right now, paying it forward to the next generation of the future business leaders.

Dottie Schindlinger: I love that. Cindy, thank you so much for joining us on the show, y'all. Thanks for having me, Dottie. It's been a real pleasure. We've been joined today by Cindy Mooring, an experienced independent director and former chief compliance officer. Cindy, thanks so much for joining the show.

Meghan Day: That might be my favorite interview of the year. Dottie really just I selfishly got my wheels turning in terms of the art of the possible with AI and the work that we're doing here at

Dottie Schindlinger: Diligent. Ooh, say more about that, Meghan. 'cause I felt the same way, but I [00:27:00]wanna hear what occurred to you.

Meghan Day: Obviously this idea of being able to measure engagement around board members when they're in meetings or even outside of meetings is.A very interesting one that obviously has lots of legal ramifications too, but the idea that technology is here to help us all work more effectively, surface new insights, be the best board, be the best organization, be the best chief compliance officer possible.

And that technology is there to help that and help to break down the silos. As cliched as that, is to say that this is, I loved your comment in the interview that this is a team sport.

Dottie Schindlinger: Yeah, it it's gotta be a team sport, right? Because quite often you've got teams collecting very different data, none of which talks to each other.

And that to me is maybe one of the most compelling arguments for the use of gen AI that I've ever heard, which is Gen AI is quite good at looking at disparate types of data and coming out with a new way of seeing that data, connecting the dots and even if the, one.is a dot and [00:28:00] another.is a square, it can look at those and say.

Here's how those things might connect and that then can help you with, as she pointed out, faster and better monitoring, and then just faster reaction time. And that reaction time can be so critical because the longer an issue is at play, likely the more money you're losing and the more opportunity you're losing and the more damage is being created, the longer that it continues.

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