“If you are not at the table, you are likely on the menu.”

In a recent blog, former federal prosecutor Michael Volkov, a good friend to the compliance and ethics profession asked: “Where is your CCO’s Office? An Important Question!”

And one that raises the larger issue of a “seat at the table” – a key feature of any effective chief compliance officer (CCO) role.

A company can have a compliance program with all the bells and whistles on paper. Chief compliance officer? Check. Status reports to the audit committee? Check.  Code of conduct? Check. Training (onsite and e-learning?) Check. Check.  But hold on.  Anyone can do a “check the box” inventory. As Volkov suggests, once you get past the “paper program” and begin to ask more probing questions, that’s when the real picture begins to emerge.

A chief compliance officer can have the title and the business card, but do they have a seat at the table where the organization’s important business is discussed and decided?  For instance, do the heads of business, audit, legal and HR participate in the firm’s quarterly business review while the CCO stands outside, nose pressed up against the windowpane?  If so, that sends a powerful message to management (just not a good one), without a single word being spoken.

Here’s one of my little tests: if a powerful business leader were to call the CCO on the carpet and demand that a compliance investigation be “closed” or to know the name of an employee who raised a confidential concern, what happens?  If that isn’t an automatic trigger event requiring nondiscretionary escalation to the governing body, then “Houston, we have a problem!” In that case, not only do you have a culture problem, you probably don’t even have a credible compliance program.

Which brings us back to the CCO’s office location.  Seems petty, right?  Why should the office location even matter? Why are these pesky CCOs so power hungry?  On the contrary, my observation from more than 20 years in the field is that CCOs are probably the least power hungry managers in the room. But they want to do their jobs well and deliver on the promises made by the company when it rolled out its code, confidential helpline and other elements of the compliance program.  And to do that, CCOs need all the tangible and intangible indicia of empowerment they can get.

These include an appropriate title, reporting line, written mandate, line of sight, resources, a seat at the table, nondiscretionary escalation to the Board of significant matters and yes… an office that says to the organization: “compliance matters.”  Because unlike other, more established functions of the organization such as legal, audit and HR, the compliance function is fighting for every mandate and crumb of credibility that it can grab hold of so that powerful leaders view them as a member of senior management and not as mere window dressing.

It’s also important because employees want to know if the CCO is independent and able to protect them against retaliation.  They know the difference between talk and walk – and it shows in all the small and not-so-small ways that employees easily recognize.  Where the company falls on the  spectrum of walk and talk makes all the difference between an engaged, informed and transparent workplace where people feel safe in raising their hands, and a Twitter headline (#Scandal) waiting to be written.

Here are some other questions for proactive Boards and CEOs:

  • When important management meetings occur on strategy, risk or reviews of business performance, is the CCO at the table?
  • Is the CCO’s input sought as part of management’s compensation, evaluation and promotion process?
  • If your organization has, as many companies do, an annual or periodic summit of its top managers, is the CCO not only invited as a senior leader, but also prominently on the agenda as a key speaker?

A seat at the table: it’s a critical feature of any successful CCO position, and by extension, any effective compliance program.   Over the last five years, the CCO has made significant strides in independent reporting line and direct, unfiltered access to the Board – but without a seat at the table, the impact of the first two may be completely eviscerated.  The CCO must be present, connected and impactful.

And, as Volkov observes, the CCO’s office is pretty important, too.

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Donna Boehme

Donna Boehme is an internationally recognized authority in the field of organizational compliance and ethics with 20+ years of experience designing and managing compliance and ethics solutions, within the US and globally. As Principal of Compliance Strategists LLC, she has advised a wide spectrum of private, public, governmental, academic and non-profit entities. She serves on the respective boards of RAND Center of Corporate Ethics and Governance, Rutgers Center for Government Compliance & Ethics. Donna is an Emeritus Member and past Board member of the Ethics and Compliance Officer Association  past Board member of the Association of Corporate Counsel – Europe and past Advisory Board member of The Society of Corporate Compliance & Ethics. She was a charter member of the Conference Board Council on Corporate Compliance & Ethics, The Compliance and Ethics Leadership Council of the Corporate Executive Board and a past member of the Ethics Resource Center (Fellows Program).

Donna’s extensive on-the-ground experience includes serving as the first global compliance and ethics officer for two leading multinationals. As Group Compliance and Ethics Officer for BP plc (London), she established the company’s first global compliance and ethics function in 2003, including the company’s global code of conduct, covering 100,000+ employees in over 100 countries (translated into 34 languages), a dedicated global compliance and ethics team and a groundbreaking network of 135+ senior–level business ethics leaders.  At BOC Group (now part of Linde Group), she established the company’s first global compliance and ethics function and its first global code and program “Living Our Values.”  Many elements of the programs designed and developed by Donna are viewed as best practice in the field and have been adopted in various forms by leading companies.

Donna is a regular columnist with Corporate Counsel, Corporate Compliance Insights, ComplianceX, and the FCPA Blog. She has been published and quoted widely on issues in the field including in The Wall Street Journal, the Boston Globe, the Washington Times, Reuters, the Economist, the Financial Times, Chicago Tribune, Bloomberg, New York Law Journal, Board IQ and Compliance Week.  She is a frequent speaker to business and professional groups, including as keynote speaker to Compliance Week Europe (Brussels), Ethics Practitioners Association of Canada (Ottawa), International Financial Executives Leadership Forum (Montreal) and Network for Good Business Ethics and Non-Financial Reporting (Copenhagen). She has advised departments of the Canadian government, has spoken at the House of Lords (London) on the design and implementation of global compliance programs, has served as a member of the US delegation to the 9th annual Rand-China Reform Forum (Beijing), and has presented in front of the U.S. Senate’s Whistleblower Caucus. She has participated in working sessions of the OECD Working Group on Bribery (Paris), providing input for the OECD Good Practice Guidance on Internal Controls, Ethics, and Compliance, and has also presented to government agencies and regulators, including the U.S. Securities and Exchange Commission in connection with the final rules for the Dodd-Frank Act whistleblower program. Donna is an invited guest lecturer at various business and law schools including New York University Stern School of Business. Donna is also co-chair and co-founder of the RAND Compliance and Ethics Symposia series, an important vehicle of thought leadership for the profession.  She has been cited and interviewed as the “Lion of Compliance” because of her tireless work to increase understanding of the role of the chief compliance officer (CCO) and to improve the governance model for CCOs to include empowerment and independence, and position CCOs for success.

A featured expert in the award-winning PBS documentary, “In Search of the Good Corporate Citizen,” Donna has been frequently interviewed by the media as an authority on organizational compliance and ethics, including by Dow Jones, Fox News, Compliance Week, Canadian Business Network, Corporate Compliance Monitor and Progressive Radio Network.  She has been named to The Top Thought Leaders for Trustworthy Business in 2014, 2015, 2016, and 2017 by Trust Across America, named the Trust Across America 2018 Lifetime Achievement Honoree, is a recipient of the 2014 SCCE International Compliance & Ethics award for extraordinary contributions to the field, and was named as Who Compliance Professionals Should Follow on Twitter in 2013 by ComplianceX.

Prior to specializing in organizational compliance and ethics, Donna was in private practice with Fried, Frank, Harris, Shriver & Jacobson in New York.  She holds a J.D. from New York University School of Law.


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