Detect, Fix or Prevent Problems Before They Become a Crisis

Donna Boehme, the “Lion of Compliance,” explains the singular imperative of a clear, written mandate for effective compliance programs, and offers a Sample Mandate, below.

One of the most important features of any compliance program is its written Mandate. The correctly scoped mandate, approved by the Board and understood by senior management, empowers the compliance function, and clarifies it as the single point of accountability for the organization’s program. Any compliance program assessment (and any scrutiny by a government gatekeeper) should begin with the question: “What is the mandate of Compliance?”

A correctly scoped mandate serves several key purposes that support a strong and successful compliance program. An appropriate Mandate:

  • Clarifies the principal goals of the compliance function and program;
  • Defines the areas where Compliance is the single point of accountability (so important in such a multidisciplinary field); and
  • Empowers the Compliance function to pursue its Mandate throughout the organization.

An appropriate mandate is also a useful tool to clarify and reach a shared understanding about all aspects of the compliance program. For example, CCOs can open a dialogue with the Board with a discussion of the mandate and how their program will be developed to achieve that vision. Further, compliance officers can check to see if everyone on the compliance team is “rowing in the same direction” by asking selected individuals for their understanding of the shared mandate. The same is true of Compliance’s key partners in the organization, such as HR and Legal. This can be invaluable when working out roles and responsibilities in areas of the compliance program where the respective expertise and input of sister functions is needed (e.g. investigations, training, risk assessment, etc.).

A few weeks ago, I led a panel discussion with the RAND Advisory Board for the RAND Center for Corporate Ethics & Governance, along with top thought-leaders Steve Kohn, Co-Chair, National Whistleblower Center, and Mike Volkov, CEO, The Volkov Law Group LLC, and we presented the following Sample Compliance Mandate to open our discussion:

SAMPLE COMPLIANCE MANDATE

To design and oversee an effective compliance program that can (i) detect and remediate, or prevent, corporate misconduct and fraud, before those problems are discovered by third parties (such as plaintiff attorneys, investigators, prosecutors, regulators, NGO, or the media) who will then force the organization to resolve these problems on terms that they demand (such as fines and penalties, debarment, reputational damage, business interruption, or court-mandated monitor arrangement) and (ii) support a culture of accountability and ethical leadership throughout the organization.

With a Mandate as clear as the sample above, it becomes obvious that so many of the companies in the scandal headlines had utterly failed programs, which did not allow them to detect and fix, or prevent, their problems before they exploded in the crisis zone.

All Boards that are serious about compliance and ethics, or those that wish to stay out of the “compliance trainwreckheadlines, should ensure that their compliance programs have a clear, written mandate in place that is expressly approved by a resolution of the Board and communicated properly to management.

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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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