Governance

Achieving a corporate culture focused on ethics and compliance doesn't happen by accident. It takes a concerted effort from the Board of Directors, CEO and CCO, who all must understand the importance of a strong E&C program and be committed to championing the notions. Michael Volkov offers five key ways companies can strengthen corporate governance.

An E&C program must be effective -- not necessarily convenient. Does the Chief Ethics and Compliance Officer have enough authority and autonomy? What's being reported to the Board, and does the Board have proper oversight of the E&C program? These are just some of the factors that influence the effectiveness of an E&C program.

True motivation must come from within. Take Bill Gates for example, one of the wealthiest people on the planet. His drive isn’t tied to financial gain – when you can wallpaper your estate with $100 bills, bonuses just don’t mean as much. Top performers, from the billionaire to the less prosperous master of a craft, often find their motivation elsewhere.

It all started peacefully enough. At 7 am, I parked my car in the underground parking garage of our Connecticut offices and hopped on the elevator.

This scenario is built from a real-life experience working for a high-tech company, but it can apply to any organization or situation you might be facing. Apart from tangible physical assets, if we own intellectual property or proprietary information, this issue is relevant.

Many companies have adopted a risk language to facilitate dialogue within the organization regarding their risks. While we are not aware of an authoritative risk language or model, there are a number of risk models in the public domain that can be useful to ensure the completeness of the event categorization and risk assessment processes.

Many companies have an investigation protocol in place when a potential Foreign Corruption Practices Act (FCPA) or other legal issue arises. However, many Boards do not have the same rigor when it comes to an investigation, which should be conducted or led by the Board itself.

The Justice Department and the SEC have underscored the importance of a company maintaining a clear disciplinary process so that executives, managers and employees are aware that a violation of the corporate code of conduct or the law will result in disciplinary action.

While the advantages of an independent CEO and Chairman of the Board appear obvious, the advantages of the unified position are just as obvious when considering the day-to-day operations of a corporation.

It is often said that being on an audit committee is a part-time job with full-time responsibilities. It’s no wonder when you consider the broad and critical role that the audit committee plays. In essence, every audit committee’s role is to stand objectively in the gap between management, the external auditors and the people who provide the capital to make...