implementing and managing an anti corruption compliance ... · 20 train the board and senior...
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Implementing and Managing an “Effective” Anti‐Corruption
Compliance Program
http://corruptioncrimecompliance.com
The Importance of an Ethics and Compliance Program
effective compliance
Positive Benefits to Company Performance
Financial PerformanceEmployee Morale and
ProductivityEmployee Stability
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An Effective E&C Program is a Critical Part of Company’s Internal Controls
Avoiding Harm to Company Performance
Employee Morale and Productivity
Loss of Trust by Public at Large
Damage to Vendor Relationships
Fines, Fees and Settlements
Effective Ethics and Compliance Program
Enforcement Action Collateral Civil LitigationLoss of Shareholder/
Stakeholder Confidence
Credit Under US Sentencing Guidelines
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Importance of Ethics and Compliance Program in FCPA Cases
Compliance Program RequirementsProgram Elements Additions/Refinements
High level commitment to comply with FCPA
Code of conduct including anti‐corruption policies Policies and procedures to implement code
Robust Internal controls Includes accounting and financial controls
Risk assessments Risk reviews of company’s operations
No less than annual compliance assessments
CCO with appropriate oversight and authority
Effective training for all employees Effective training for relevant third parties
Effective compliance guidance to employees
Robust internal reporting system Investigations of reported compliance issues
Discipline for employees who violate the company’s compliance program.
Incentives for employees to do business ethically and in compliance
Due diligence and management of third parties Due diligence and management of business partners
Due diligence for any merger or acquisition candidate Integration of acquired entity into compliance program (training, forensic audit and reporting of violations)
Monitoring, testing and auditing of the company’s compliance function
Taking into account any “relevant developments in the field and the evolving international and industry standards.”
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Five Pillars of an Effective Compliance Program
Leadership Commitment to Compliance
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Pushing Tone Throughout Organization
Governance Structure
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Structure, Authority and Resources
Chief Compliance Officer
Independent Direct Access to Board
“Appropriate Authority”(within organization)
“Adequate Autonomy”from management (direct access to Board and Board Committees)
“Sufficient Resources”to implement the compliance
program
Compliance Infrastructure
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Structure for Ethics and Compliance
Conduct a “Real” Risk Assessment
foundation
Factors to look at:Top Management SupportIndustry & Countries of OperationPolicies and ProceduresUse of Third PartiesGovernment Interactions (Business and Regulatory)Mergers & Acquisitions/Joint VenturesGifts, Travel & EntertainmentProcurement/SuppliersPolitical and Charitable ContributionsFacilitation PaymentsFinancial ControlsTrainingAuditsCompliance Program Monitoring
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Practical Suggestions for Risk Assessments
Risk‐Based Due Diligence of Third Parties
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Practical “Due Diligence” Principles
Monitor Your Third Parties
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Mergers and Acquisitions: Due Diligence
Company Policies and Procedures
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Gifts, Entertainment, Travel
Training and Certifications
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Charitable Gifts and Hiring Relatives of Foreign Officials
Complaints
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Internal Investigations and Discipline
Monitoring, Audits, Reviews and Improvements
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Designing a Plan
Risk Assessment (Continuous)
Compliance Program
Monitoring and Auditing
Periodic Evaluations
Compliance Program
Improvements
Continuous Improvement Cycle
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Focus on Your Real Risks
Danger, Danger: Paper Compliance Program
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Review Third Parties
Focus on Risky Interactions
three
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Build in Documentation
Advice of Counsel
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Proactive Whistleblower Triage
Test Your Hotline System
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Compliance Reminders and Notices
Push Positive Incentives for Ethics
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Train the Board and Senior Executives
The Volkov Law Group• Boutique law firm
• Michael Volkov and 3 Associates
• Expertise in Anti‐Corruption Ethics and Compliance, enforcement defense and internal investigations
• Check Out Website: http://volkovlaw.com
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• Follow Corruption, Crime & Compliance http://corruptioncrimecompliance.com
• Michael Volkov: [email protected]: (240) 505‐1992