FCPA: Boards of Directors and Compliance: Four Areas of Inquiry

In an article in the December 2011 issue of Compliance Week Magazine, entitled “Board Checklist: What Every Director Should Know”, author Jaclyn Jaeger reported on a panel discussion at the Association of Corporate Counsel’s 2011 Annual Meeting, held in October. The discussion was centered on four core areas upon which Directors should focus their attention: (1) structure, (2) culture, (3) areas of risk and (4) forecasts. The article focuses on each of these areas together with some questions proposed by panel participant Amy Hutchens, General Counsel and Vice President of Compliance and Ethics at Watermark Risk Management International, which she suggested a Board should ask of the company’s Chief Compliance Officer (CCO) or General Counsel.

Structure Questions This area consists of questions which will aid in determining the fundamental sense of a company’s overall compliance program. The questions should begin with the basics of the program through to how the program operates in action. Hutchens believes that such inquiries should allow each Board member to communicate the main elements of a compliance program. With those concepts in mind, Hutchens suggests that Board members ask some of the following structure questions.

Who oversees the operation of the program? What is in the Code of Conduct? Is each Board member aware of corporate standards and procedures? How are complaints being received? Who conducts investigations and acts on the results? What corporate resources are being devoted to the compliance and ethics program? How much money is allocated to the program? What types of training is required? How effective is it? Have any compliance failures been detected? If so, how was such detection made? If a company’s compliance program is less mature, what are the charter compliance documents? If a company’s compliance program is more mature, there should be queries regarding the roles of the General Counsel vs ...Zum vollständigen Artikel


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