Media Management

The marketing supply chain has never been more complex. Compliance is your competitive advantage.

Sign off this month’s agency invoices and there is a good chance, unless you are squeaky clean, you are approving payments you cannot fully verify. The fees, the media buys, the influencer deals — each line item rests on a contractual relationship that may not have been reviewed in years, built on models that did not exist when it was first signed.

This is not a new problem, but it has become a much larger and more complex one. To explain why, let’s first consider the historical context. In the early 2000s, agency volume bonuses — rebates paid by media owners in return for directing client spend — were routine, and clients were often unaware.

Later, the rapid rise of programmatic trading and inventory media complicated things further, as clients began opting in to non-transparent models as a commercial proposition. An agency offers access to exclusive inventory and the client signs. The contractual opacity becomes, in a technical sense, agreed to, making it considerably harder to contest later.

This “pervasive” culture of non-transparency ultimately led to a series of investigations, none more impactful than the landmark 2016 Association of National Advertisers (ANA) report. The report truly put transparency at the top of the global agenda and forced a period of meaningful reform. Compliance became an essential practice, contracts improved, and practices that had operated in the dark were brought into the light.

But the real challenge is what comes next. The marketing industry continues to evolve at lightning speed, and its workforce is predominantly young — which means institutional memory is sometimes short and the baseline for what “transparent” or “best practice” looks like keeps shifting. Every new commercial model arrives faster than the governance frameworks designed to manage it.

Today’s major issues

Three areas illustrate that challenge very clearly today. Consider, for instance, the meteoric rise of influencer marketing. Spend is growing in every major market, yet contractual frameworks remain thin because they have not been able to catch up to the pace of change.

Moreover, there is no single business model — creative agencies, media agencies, PR firms and specialist shops all operate here with different commercial arrangements and no common standards. A global advertiser running influencer activity across a dozen markets must ensure each programme adheres to both company policy and local regulation. Without a compliance framework capable of monitoring that, the risk exposure is significant.

For example, undisclosed commercial relationships — where an influencer has a financial arrangement with a brand that is not declared to the audience, or to the advertiser’s own compliance team — remain widespread. Ad fraud, in the form of inflated follower counts and engagement figures, continues to distort performance data and therefore spend allocation. And unlike traditional media, where a post-campaign audit can reconcile delivery against a clear contractual specification, influencer activity often lacks the standardised, centralised documentation that makes verification seamless.

Good contract practice in this space needs to specify disclosure obligations, approval workflows, fraud detection requirements and audit rights — and it needs to be reviewed at least annually, given how quickly platform behaviour and regulatory expectations are moving.

Agency remuneration, meanwhile, presents a different headache. The current shift from commission to performance-and-incentive models is broadly sensible, but new complexities arise as the market evolves.

Performance-related pay can only be managed if it is being actively monitored, and many brands lack the systems. There is also the so-called ‘juniorisation’ problem: brands negotiate contracts with senior agency teams, the work is executed by junior or offshored staff, and the cost saving accrues to the holding company. As AI-driven efficiencies reshape creative production, the same question arises at greater scale: when artificial intelligence replaces human production hours, who captures the benefit?

Finally, inventory media remains an issue. This is when media space is sold to clients on a non-transparent basis, usually with strict no-audit clauses.

Contracts must clearly define the practice, specify if it is permitted or should be capped, state whether it is being opted into, and outline both the approval processes and proof of its performance. Agreements should also demand proof of commercial benefit compared to transparent buys, demonstrating that the process of pre-purchasing inventory carries a genuine risk that justifies the agency’s claimed reward. If there is no genuine risk, there is no basis for the margin.

These three challenges are well understood by compliance professionals and underpin many of the conversations we have today. What is changing now is the structural environment in which they operate.

What comes next

Publicis Groupe’s £2.2 billion acquisition of LiveRamp is a clear sign of such a structural shift. LiveRamp has long been considered neutral infrastructure — a data collaboration platform used by brands and agencies alike, regardless of holding company affiliation. It is now a commercial asset owned by one of the largest agency groups in the world.

The questions this raises go well beyond media trading. What happens to a brand’s first-party data when the platform managing it is owned by a company with its own clients, its own commercial interests and its own stake in how that data is used? While direct data leakage is prevented by privacy framework compliance, ownership grants immense strategic visibility over the broader ecosystem’s data signals.

The likely outcome for many brands is being forced to make a choice. Do they deepen the integration and accept the dependency, or begin the slow and costly process of extracting their data infrastructure by in-housing?

Neither option is straightforward, but the contractual response should be: data ownership, usage rights, storage protocols and exit provisions need to be explicit in every agency and platform contract today, not left to goodwill or a general understanding. Brands cannot rely on the high-level promises of ‘neutral operational independence’ made during acquisition announcements; it must be hardcoded into agreements.

Crucially, this must include independent audit rights to verify data compliance and usage restrictions. Without a formal, third-party audit, contractual protections would be flimsy at best.

The competitive case for compliance

Rigorous contract compliance is, at its core, professional supplier management. Every organisation responsible for significant external investment has an obligation to verify it is being deployed as agreed. Audits routinely recover value that would otherwise go unnoticed, and the return significantly exceeds the cost (consider this industry-level audit for reference). That is why it remains so important.

But an audit does not just uncover non-compliance. It will pinpoint where the market has moved and the contract has not — on emerging commercial models, on new risk areas, on gaps that have opened as agency business models evolved. That knowledge can be transferred across markets and divisions, building a progressively improved picture of the organisation’s own risk profile.

The fact of being audited also changes agency behaviour for the better. Adherence to contractual commitments is higher when agencies know their work will be scrutinised — in the same way students produce better homework if they know their teacher will mark it with a forensic eye.

It is the same principle that governs good procurement practice in every other category of spend. Marketing has been slower to apply it, partly because the brand-agency relationship has historically been treated as a partnership rather than a commercial arrangement. That framing is not wrong, but it does seem incomplete.

The complexity of the marketing supply chain will not reduce. AI, data infrastructure, influencer marketing, and new trading models will continue to outrun the contracts designed to govern them, unless brands make a sustained effort to keep pace. Those that do will be better placed to protect their investment, manage their agency relationships and respond to the next wave of change before it has already passed them by.

About the authors

Andras Vigh and Angelika Scarperi, are Founders and Partners at 3ACompliance