Reputational Due Diligence for Corporate Integrity

In an era where a company’s reputation can soar or plummet in one news cycle, a single misstep in selecting the wrong business partner, supplier, or investment could lead to severe financial, reputational, and/or legal repercussions.

Searches show that more than 90% of the companies have confirmed facing a disruptive incident related to a third party in the last three years. 91% of companies are also considering the enhancement of their compliance procedures in the next five years.

Increasing global regulatory scrutiny and evolving corruption and fraud schemes have significantly compelled companies to further examine their business relationships and reassess their risk strategies hence stressing the importance of compliance and due diligence processes, including reputational due diligence.

This article unravels:

• Reputational due diligence and its importance
• Challenges in compliance and due diligence implementation
• Consequences of absent due diligence processes
• Solutions to poor due diligence and rewards of good practice

Reputational Due Diligence and Its Importance

Reputational due diligence involves assessing the character, history, and credibility of an individual, company, or entity before entering a business relationship. It aims to identify any potential risks related to reputation, integrity, or ethical conduct. Reputational due diligence goes beyond financial analysis.

It delves into non-financial aspects such as legal issues, past behaviour, affiliations, and media presence.

It’s important because it:

• Mitigates risks: By identifying red flags early on, businesses can avoid partnering with entities that may harm their reputation.
• Builds trust: Transparent due diligence fosters trust among stakeholders, investors, and customers.
• Fosters legal compliance: It helps comply with anti-corruption laws, anti-money laundering directives, and other legal requirements and regulations.

Challenges in Compliance and Due Diligence Implementation

Due diligence, though essential, is increasingly challenging due to evolving regulatory landscapes and the complexities of global business operations. Companies grapple with identifying relevant questions, using outdated technology in some cases. They also struggle with time constraints and unexpected costs. Moreover, insufficient expertise can lead to misjudgements, while subjectivity in data interpretation, limited access to information, legal complexities, and accurate valuation can further complicate the process.

Evolving Regulatory and ESG Challenges

Long gone are the days where ESG (environmental, social, and governance) practices were an aspiration. Today, financial service companies and other firms are expected to conduct mandatory human rights and environmental due diligence as a regulatory standard.

For example, the Corporate Sustainability and Social Responsibility Directive (CSDDD), also known as CS3D, strives to implement stringent accountability measures for businesses to tackle environmental and human rights issues efficiently.

But What is ESG exactly? Why is it important? And what challenges or risks does it bring forth?

ESG stands for Environmental, Social, and Governance, the three key areas companies must consider when evaluating performance and making decisions. These areas significantly impact a company's financial performance, reputation, and long-term sustainability. The E stands for Environmental (E), which includes sustainability practices and environmental impacts such as high carbon emissions and sustainable sourcing. The Social (S) refers to how a company treats people and societies, including issues like human rights violations and child labour; and the (G) refers to governance. Governance involves company policies and practices, including ethical policies and fair practices.

Its importance

ESG (Environmental, Social, and Governance) is essential for businesses today as it supports long-term sustainability, risk mitigation, and value creation. It helps mitigate risks by identifying and addressing potential financial, operational, and reputational liabilities early on. ESG due diligence enhances corporate reputation and drives innovation, attracting investors who value sustainability. It ensures companies' policies and practices align with sustainable and ethical standards, meeting investor expectations. Furthermore, ESG attracts and retains talent by prioritising social and environmental responsibility. It helps companies access sustainable funding sources and tap into new markets and investment opportunities. In summary, ESG is crucial for businesses to mitigate risks, enhance reputation, ensure sustainability, meet investor expectations, attract talent, and access sustainable funding.

The risks it brings forth

ESG (Environmental, Social, and Governance) practices can bring forth several reputational risks for companies if not managed effectively. Poor environmental practices, such as high carbon emissions, pollution, or deforestation, can lead to negative publicity and reputational damage as consumers and investors become more conscious of environmental issues. Failure to demonstrate a commitment to social responsibility, including fair labour practices, human rights, and community engagement, may result in backlash from consumers, employees, and advocacy groups. Weak corporate governance, including a lack of transparency, board diversity, or ethical leadership, can undermine stakeholder trust and damage a company's reputation. Poor employee relations, such as labour disputes, mistreatment, or discrimination, can lead to negative perceptions and reputational risks for companies, affecting recruitment, retention, and overall company morale. Companies may face reputational risks if they are associated with suppliers or partners involved in unethical practices, even if they are not directly responsible. Mishandling of customer data or cybersecurity breaches can severely damage a company's reputation, eroding trust among consumers and stakeholders.

Companies that do not align with stakeholders' expectations on ESG issues risk losing investor support and consumer loyalty. Failure to comply with ESG-related regulations may lead to negative publicity, consumer boycotts, and potential legal risks. In the digital age, negative information or controversies can spread rapidly through social media and online platforms, significantly impacting a company's reputation in a short period of time. Reputational risks can affect investor relations, leading to decreased stock prices and a loss of investor confidence in the company's long-term prospects.

By conducting thorough investigations and discreet enquiries, companies can proactively identify and mitigate potential risks, thus avoiding legal issues, operational disruptions, and reputational damage. This proactive approach enhances corporate reputation by showcasing a commitment to ESG principles and appealing to socially conscious stakeholders. Additionally, reputational due diligence ensures long-term sustainability by assessing a company's practices and alignment with global goals. By promoting transparency and addressing supply chain risks, it fosters stakeholder trust and empowers companies to navigate the ever-evolving ESG terrain.

UBO Challenges

Furthermore, tracing Ultimate Beneficial Owners (UBOs) can be quite challenging. This challenge is due to ownership structures that involve multiple entities, layers, and nominee shareholders which adds to the complexity of tracing the ultimate beneficial owners. Data inconsistencies, as well as the limited accessibility and varying reliability of UBO registers across jurisdictions, further complicate this process. The difficulties are exacerbated by increasing regulatory scrutiny and the prevalence of manual outdated processes which may introduce false positives. This leads to wasted resources diversion of analysts’ focus, and time away from investigating higher-risk cases.

Supply Chain Challenges

Consequently, global development infrastructure projects like the Belt and Road Initiative (BRI) increase opportunities by enhancing connectivity, accelerating trade, and scaling supply chains; nevertheless, they also bring forth significant complexities.

While the BRI opens doors for economic growth and development through enhanced connectivity and trade facilitation, it also introduces a complex web of challenges that require careful consideration and proactive management.

The development of extensive infrastructure, including roads, railways, ports, and digital networks, reduces transportation costs and times, streamlining trade and making it more efficient, particularly for time-sensitive goods. Additionally, the establishment of new trade routes, such as the China-Pakistan Economic Corridor (CPEC), and improvements in trade facilitation drive significant increases in trade volumes, contributing to economic growth for participating countries.

However, this ambitious initiative also presents a range of risks and challenges. Large-scale infrastructure projects and increased trade flows can create opportunities for corruption, especially in countries with weaker governance structures. The environmental and social impacts of these projects are also a concern, particularly in regions with sensitive ecosystems or vulnerable communities.

Companies involved in the BRI must therefore implement robust anti-corruption measures and conduct thorough environmental and social impact assessments to mitigate these risks.

Furthermore, the increased complexity of supply chains due to heightened trade volumes and the involvement of diverse partners and suppliers necessitates sophisticated logistics and risk management strategies to ensure smooth operations and protect against reputational damage. Additionally, the intensified competition resulting from increased market access could pose challenges for businesses, which need to swiftly assess the integrity and creditworthiness of their partners.

All in all, the BRI offers significant potential for economic growth and development through enhanced connectivity and trade. However, realising this potential requires a comprehensive approach to risk management, addressing the multifaceted challenges related to corruption, environmental and social impacts, supply chain complexity, and heightened competition. Companies must be vigilant in their due diligence and proactive in implementing measures to mitigate these risks to fully capitalise on the opportunities presented by the BRI.

Consequences of Absent Due Diligence Processes

The absence of integrity due diligence processes may result in serious legal consequences, fines or sanctions. For instance, in 2015 a prominent worldwide bank was forced to pay USD 714 million to the US Justice Department because it failed to apply due diligence to its anti-money laundering efforts.

Similarly, S&P Global, Inc. faced a USD 78,750 settlement for insufficient due diligence on a newly acquired subsidiary, leading to dealings with a sanctioned Russian oil company. These cases highlight the potential legal and financial repercussions of inadequate due diligence, which can also manifest as costly civil suits or substantial losses due to overestimating asset values or unforeseen compliance issues.

Beyond financial and legal risks, companies neglecting due diligence can face unethical practices such as bribery, corruption, and labour violations, which can severely tarnish their reputation and erode stakeholder trust. This is particularly impactful in merger and acquisition deals, where over 50% reportedly fail due to poor due diligence. Relying on vendors and third parties without properly vetting them may result in delays, quality concerns, and disruptions to the supply chain, impacting relationships with clients, suppliers, and collaborators, potentially leading to business failure.

Operational risks are also significant, especially when relying on unvetted vendors and third parties. Such reliance can lead to delays, quality concerns, and disruptions to the supply chain, contributing to the estimated 5% of revenue that organisations lose annually due to fraud, averaging USD 1.5 million per case, according to the Association of Certified Fraud Examiners. Therefore, comprehensive due diligence is not just a safeguard against these risks, but a strategic imperative for building and maintaining trust, ensuring operational efficiency, and securing long-term business success.

Solutions to Poor Due Diligence and the Rewards of Good Practice

To address poor reputational due diligence, companies must re-evaluate their risk-based approaches and their due diligence strategies to externally identify and categorise the traced risks stemming from their business relationships and to internally foster a culture of compliance and accountability. An effective reputational due diligence approach addresses the immediate risks associated with the subject under investigation as well as the risks associated with the wider circle of this subject. This approach ensures that no stone is left unturned. Thus, if properly implemented the rewards of thorough due diligence extend beyond risk mitigation. They elevate decision-making, improve stakeholder trust and give rise to a stronger brand image.

How Cedar Rose Can Help

Cedar Rose offers comprehensive due diligence solutions that help your business make informed decisions and steer clear of reputational risks.

With over 27 years of experience and global reach across 250+ jurisdictions, our team of experts ensures data quality and compliance with international regulations like the Anti-Bribery Act and FCPA. From forging strategic alliances to navigating mergers and acquisitions, we equip you with the necessary insights and tools to succeed.

Talk to us for a personalised solution.

Sources: 

https://www.integrityriskintl.com/eu-regulatory-compliance-trends-2022/

https://drata.com/blog/compliance-statistics

https://www.gtintel.io/blog/global-ubo-investigations-challenges

https://ethixbase360.com/supply-chain-screening-challenges-organizations-and-risk-management/

https://www.ssacpa.com/fraud-study-results-2024/

https://fastercapital.com/topics/the-consequences-of-neglecting-due-diligence.html