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Corporate Compliance O verview

Corporate Compliance O verview. David Meisels OSB Corporate Counsel Roundtable April 26, 2012. What is Corporate Compliance?. It’s a program to identify, prevent and report improper conduct within an organization. Typical compliance programs include policies for : Document Retention

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Corporate Compliance O verview

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  1. Corporate Compliance Overview David Meisels OSB Corporate Counsel Roundtable April 26, 2012

  2. What is Corporate Compliance? • It’s a program to identify, prevent and report improper conduct within an organization. • Typical compliance programs include policies for: • Document Retention • Code of Conduct (Ethics) • Antitrust • Anti-Bribery (FCPA & UK Bribery Act) • Import/Export Regulation • Reporting Mechanism

  3. Why Have a Compliance Program? • The requirement to have a corporate compliance policy stems from various rules and statutes specifically: • Sarbanes Oxley for publicly traded companies • The Federal Sentencing Guidelines for Organizational Defendants of 1991 which gives credit for having and enforcing an effective compliance program (mitigating factor in culpability score) • The Office of Inspector General (for health care entities) • Various federal laws and regulations in the financial services industry

  4. Characteristic of an Effective Program • Written policies & procedures • Designate a compliance officer and other appropriate bodies • Conduct effective training and education programs • Develop effective lines of communication • Enforce standards through well publicized disciplinary guidelines • Conduct internal monitoring and auditing • Respond to offenses promptly and develop corrective action (source OIG)

  5. What Else is Required? • Cannot be merely a paper program – is it designed and implemented in an effective manner? • Training • Updating • Enforcement • Remedial Action Taken • Discussed/Publicized

  6. Compliance – Who Leads? • Who should lead compliance efforts? • Typically a Chief Compliance Officer and a Compliance Committee • No requirement as to who leads • OIG in its settlement agreements says it cannot be the in-house legal department, the GC or CFO • The CCO should have at minimum dotted line reporting to the CEO and/or Board of Directors • Duties: developing, operating, and monitoring the compliance program • Some companies have an independent CCO; others use an HR, Finance or Legal department employee (but see legal issues)

  7. Issues: In-House Lawyer as CCO • Different skill set: team building, encouraging communication, dialogue and disclosure, openness, approachability • Conflict in Roles: “It doesn’t take a pig farmer from Iowa to smell the stench of conflict in that arrangement” (Chuck Grassley chair of Senate Finance Committee) • Attorney: duty to defend client • CCO: duty to make sure laws are being followed • Attorney Client Privilege Issues • Emphasis on self reporting, voluntary disclosure and transparency vs. confidentiality, maintaining Privilege • Deferred prosecution in exchange for Privilege waiver • Sufficient time to wear both hats?

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