Is our CMO minding the store?

By now, your CEO has probably read about it.

Former WPP executive Richard Foster’s amended complaint, filed in August in New York State Supreme Court, alleges that Sony ran its own forensic investigation into WPP’s media operation and concluded the holding company was operating a “global crime scheme.” The filing claims Sony found that in China in 2024, roughly $110 million in rebates was passed back to clients while approximately $350 million was retained by WPP in a rebate pool “for later utilization.” WPP says the complaint is “baseless and without merit” and is moving to dismiss.

A court will sort out the merits. That is not the point for CMOs.

The point is that this story has jumped the fence and is no longer a trade press conversation about principal media mechanics.

It is a mainstream business story about a giant global advertiser hiring investigators because it stopped trusting its agency. And worse… they found more than a smoking gun.

They found an entire armory of bad behavior.

Every C-Suite executive on Earth can read that story. And many of them are going to finish it with a single question: is our CMO minding the store?

This is a reputational issue for every marketer

CFOs and CEOs do not parse the difference between rebates, principal media, proprietary media, and inventory media. When they see this story, they read that an advertiser’s largest line item was allegedly being harvested for someone else’s margin, and they wonder about their own largest line item. In most large companies, paid media is the single biggest piece of the marketing budget. It is now the piece with a disastrous headline attached to it.

If the CMO is not the one raising this internally, someone else will. Perhaps procurement, an internal audit, the CFO or the CEO. And when that happens, the CMO will be answering questions from a defensive crouch about an investment they are supposed to be stewarding.

It’s never too late to better protect your firm’s investment. But it does require taking action. Now.

The four-step plan for CMOs

1. Get ahead of the story

Take the story and its implications to the CEO and the rest of your C-Suite and don’t wait to be asked.

Brief them on where things stand in your own agency operation — your contract, your audit rights, your principal media guidelines, when you last audited compliance—and what steps you are taking to safeguard the company’s investment. You do not need to have every answer. You need to visibly be the person driving the question.

A CMO who proactively walks into the Boardroom looks like a leader. A CMO who gets summoned does not.

2. Review your agency master services agreements (MSAs)

Even if your MSA was updated in recent years, engage counsel with deep expertise in media contracts to review it for risks and opportunities.

Be honest about a hard fact: there is a very good chance your primary law firm does not have the deepest expertise in this area. Media contracting is a specialty. The largest media agencies are generally well ahead of their clients here — they negotiate these terms hundreds of times a year while clients only negotiate them occasionally. Don’t be out-gunned. There are a small number of law firms with true best-in-class capability in this specific area.

An MSA review is a relatively inexpensive effort compared with the risk of not doing it. Make sure the review addresses:

• Clearly defined audit rights, including rights that survive principal media participation.
• A clear agent clause requiring the agency to act in the client’s best interests — and watch for the quiet removal of “agent” and “agency” language, terms that are incompatible with acting as a principal seller.
• Explicit principal media usage guidelines in both the MSA and the SOWs.
• Real penalties for non-compliance. 55% of advertisers lack clear penalties for agency non-compliance with agreed principal media workflows. (2025 Ebiquity/WFA MSA report)

For context on how exposed the average advertiser is: only 46% of large multinationals revisit and audit their contracts at least annually and over 40% had not run a contract compliance audit in two or more years. Only 57% have company guidelines governing principal media use at all — down from 62% in 2024.

Governance has not kept up with modern marketing risks.

3. If your MSA needs updating, it’s probably also time for an agency review

Sadly, you likely won’t get to the MSA you need without a review.

Getting to a genuinely client-favorable MSA requires a give-and-take process that can rarely be replicated outside of a review. Leverage matters. An incumbent agency asked to voluntarily hand back margin, disclose wholesale costs, and open its books has very little reason to say yes. That same agency competing to keep the business has every reason to be more flexible.

This is not about churning agencies. Plenty of reviews end with the incumbent retained — on far better terms.

4. If your MSA is fit for purpose, run a compliance audit ASAP

Maybe your MSA review comes back clean. Things hopefully are going great.

Run an audit anyway. A compliance audit does three things at once.

• It shows the C-Suite how seriously the CMO takes protecting the company’s investment.
• It shows the agency that the client is paying attention.
• And it frequently pays for itself many times over — at a $100 million media budget, a first compliance audit can easily surface as much as $3 million in agency-held money: rebates, unbilled media, inventory-media margin, unreconciled billings.

Best practice is a cycle of every one to two years, not one-and-done.

One caution worth taking from the Sony matter: a conventional media audit is scoped for pricing benchmarks and delivery metrics, not for rebate flows through broker networks. Scope the engagement to what you want to know, and make sure your contract gives your auditor the access to find it.

The seriousness of the moment

The vast majority of agency people are ethical, honest, and most agency relationships are in good shape. Trust but verify isn’t an accusation; it’s good business, and it has never mattered more given the potential enormity of the risk involved.

But make no mistake about the internal politics of this moment. CMOs who take charge of this story will be seen as stewards of the company’s resources, and those who do not take charge could look weak, out of touch and not serious.

Only one of those is a good look right now.

Note: Portions of this article previously appeared in Campaign Asia and ADOTAT. We are grateful for these fine publications including Mercer Island Group views.