Corporate Clergy: Role of Compliance Officer Involves Communicating Meaning, Importance of Ethics

(This article was originally published on March 18th, 2009 and was ccontributed to Corporate Compliance Insights by Mr. Paul Liebman, Chief Compliance Counsel at Dell Inc. in Round Rock, TX.)

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Compliance Officer Role: Corporate Clergy

Those of us who have been in ethics and compliance roles for a long time know that we wear many hats. Sometimes, we serve in a “Army Corps of Engineers”-type role, building out the structure (the roads and bridges as it were) of the programs. Other times, we act in a “Police Department”-type role, investigating the facts and allegations of ethical or legal breaches.

However, perhaps the most important role we serve, at times, is that of “Corporate Clergy”. In this role, we advise business leaders, and leaders in other administrative functions (e.g., Human Resources, Internal Audit, Legal and Finance — collectively our corporate partners) on what it means to be ethical and legal.

We advise on what compliance really means.

I had a CEO in a previous life deem ethics and compliance as the religion of the organization; he dubbed me Corporate Clergy and told me to go spread the message. It’s not an easy role, even in good times, as most people in their personal lives would not want to have their minister or rabbi hanging over their shoulder preaching all the time about the consequences of their choices. It is even tougher in the professional or corporate context, especially in the challenging economic climate we find ourselves in right now; but I believe that Corporate Clergy is a key role we play, and there has never been a more important time to play that role well.

Role of Compliance Officer Involves Communicating Meaning, Importance of Business Ethics

In this economic downturn, it is important for us to help our leaders lead. We can do so by creating messaging that they can use to remind their direct reports of the following. For example:

“The financial climate may be tough now, but in times like these we need to remember to not only outperform the competition, but to also outbehave them. When the economy recovers, we want to be poised to capitalize on the opportunities.

“So do not let the pressures of the current downturn drive you to do things for short-term profit that you know, or should know, are wrong. They are more likely to have significant, long-term negative implications for you and the company.

“Do not take illegal or unethical short cuts and remind your direct reports that profits never trump legal and ethical behavior. Show them that you will lead by example by encouraging them to come forward with questions or concerns, and to report suspicious behavior. Let them know that they can also talk to someone in HR, Legal, or Ethics and Compliance, and that they can be anonymous if they like by calling the company Hotline.

“Remind them that nothing is hidden in today’s environment; everything is discovered and made public eventually.”

These messages are particularly effective when they are directed at the specific activities of the business.

For example, the above type of messaging can be tailored at Sales employees by telling them not to try to reach sales goals through dishonesty, bribery or fraud, or by skirting any required legal and accounting review processes, or by engaging in behavior that would embarrass them or their company if it became public.

Finance employees might get a message that implores them not to try to show growth or profitability by using overly aggressive accounting interpretations, by ignoring bad financial news in required reporting, or by failing to question others when things don’t look right.

For Marketing employees, the message might focus on trying to reach goals through deceptive advertisements, or by making promises that cannot be kept.

Manufacturing, Research and Development, and other groups can be reached this way as well.

You hear a lot about tone at the top these days but tone at the middle and tone at the edges is just as important. As an ethics and compliance professional, you need to find the right tools to spread the right messages to all employees, wherever they may be located, and whatever they may be doing.

Make sure that middle-level management has the messages to spread and that third party partners on the edges of your supply chain or distribution channels get them too. Have them use your corporate websites, e-mails, blogs, and vlogs to get the message out most effectively. Think creatively about how your employees actually communicate with each other, and take advantage of more personal methods like texting or social networking sites, where appropriate.

This economic downturn will pass. The question is whether our corporate behavior during the downturn will pass the test.

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Paul Liebman is Chief Compliance Counsel at Dell Inc. in Round Rock, Texas. The views expressed above are his own. You can contact Mr. Liebman at Paul_Liebman@Dell.com.

Paul F. Liebman is of counsel for Ladner & Associates PC in Texas. His practice focuses on corporate ethics and compliance, bringing extensive in-house and private practice experience and recognized thought leadership spanning more than 20 years. His clients historically include large and small companies, both public and private. Mr. Liebman:

• Provides ethics and compliance organizational leadership services to companies in transition, as well as unique assistance in finding and selecting permanent ethics and compliance personnel at all levels and specialties.
• Advises clients on the implications of the Federal Sentencing Guidelines, and on the most effective methods of design, development, and implementation of ethics and compliance programs and program activities.
• Designs and leads enterprise risk management (ERM) programs and right-sized ethics and compliance risk assessments for companies.
• Drafts and implements corporate codes of conducts and associated ethics and compliance policies, procedures and guidance, and enterprise-wide ethics and compliance messaging, training programs and materials.
• Counsels and trains clients on ethics and compliance issues including but not limited to the U.S. Foreign Corrupt Practices Act (FCPA) and global anticorruption; antitrust; and, environmental, health and safety (EHS).
• Designs and implements corporate investigation programs, and undertakes investigations of allegations of ethics and compliance violations by employees and management.

Mr. Liebman has practiced law primarily in Texas, although he has experience practicing in New Jersey and Minnesota. Mr. Liebman joins Ladner & Associates after serving as vice president of compliance for Flextronics (a global OEM company) in Milpitas, Calif., where he was responsible for developing and implementing global ethics and compliance program activities consistent with the Federal Sentencing Guidelines and aligned with the company’s strategic business objectives. Prior to joining Flextronics, he served in a similar capacity as chief compliance counsel for Dell Inc. in Round Rock, Texas. While at Dell, the compliance management program created by Mr. Liebman was featured as best practice in Compliance Week magazine in May 2009. Dell’s ethics and compliance program was also named to Ethisphere’s 2009 World’s Most Ethical companies list. In addition, Mr. Liebman’s design of Dell’s FCPA compliance program received the first-ever independent certification from the Open Compliance and Ethics Group (OCEG) in 2010 as well as an internal Dell legal department award for excellence. Prior to joining Dell, Mr. Liebman was assistant general counsel and director of compliance for Temple-Inland in Austin, Texas, and global compliance counsel for KoSa (a global manufacturing subsidiary of privately-held Koch Industries). Mr. Liebman started his legal career as an environmental attorney for Exxon specializing in litigation and regulatory compliance at refineries and chemical plants. Mr. Liebman was recently named an OCEG Fellow for his contributions to the compliance and ethics profession. He is a frequent speaker on ethics and compliance. His program materials have been recognized as best practice by his peers and third party trade associations.