Implementing and Managing an Effective Anti Corruption Compliance Program

Transcription

1 Implementing and Managing an Effective Anti Corruption Compliance Program effective compliance The Importance of an Ethics and Compliance Program Positive Benefits to Company Performance Financial Performance Employee Morale and Productivity Employee Stability 1

2 An Effective E&C Program is a Critical Part of Company s Internal Controls Avoiding Harm to Company Performance Effective Ethics and Compliance Program Enforcement Action Collateral Civil Litigation Loss of Shareholder/ Stakeholder Confidence Employee Morale and Productivity Loss of Trust by Public at Large Damage to Vendor Relationships Fines, Fees and Settlements Credit Under US Sentencing Guidelines 2

3 Importance of Ethics and Compliance Program in FCPA Cases Compliance Program Requirements Program Elements High level commitment to comply with FCPA Code of conduct including anti corruption policies Robust Internal controls Risk assessments No less than annual compliance assessments CCO with appropriate oversight and authority Effective training for all employees Effective compliance guidance to employees Robust internal reporting system Discipline for employees who violate the company s compliance program. Due diligence and management of third parties Due diligence for any merger or acquisition candidate Monitoring, testing and auditing of the company s compliance function Additions/Refinements Policies and procedures to implement code Includes accounting and financial controls Risk reviews of company s operations Effective training for relevant third parties Investigations of reported compliance issues Incentives for employees to do business ethically and in compliance Due diligence and management of business partners Integration of acquired entity into compliance program (training, forensic audit and reporting of violations) Taking into account any relevant developments in the field and the evolving international and industry standards. 3

4 Five Pillars of an Effective Compliance Program Leadership Commitment to Compliance 4

5 Pushing Tone Throughout Organization Governance Structure 5

6 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 6

7 Structure for Ethics and Compliance Conduct a Real Risk Assessment foundation Factors to look at: Top Management Support Industry & Countries of Operation Policies and Procedures Use of Third Parties Government Interactions (Business and Regulatory) Mergers & Acquisitions/Joint Ventures Gifts, Travel & Entertainment Procurement/Suppliers Political and Charitable Contributions Facilitation Payments Financial Controls Training Audits Compliance Program Monitoring 7

8 Practical Suggestions for Risk Assessments Risk Based Due Diligence of Third Parties 8

9 Practical Due Diligence Principles Monitor Your Third Parties 9

10 Mergers and Acquisitions: Due Diligence Company Policies and Procedures 10

11 Gifts, Entertainment, Travel Training and Certifications 11

12 Charitable Gifts and Hiring Relatives of Foreign Officials Complaints 12

13 Internal Investigations and Discipline Monitoring, Audits, Reviews and Improvements 13

14 Designing a Plan Risk Assessment (Continuous) Continuous Improvement Cycle Compliance Program Improvements Compliance Program Periodic Evaluations Monitoring and Auditing 14

15 Focus on Your Real Risks Danger, Danger: Paper Compliance Program 15

16 Review Third Parties Focus on Risky Interactions three 16

17 Build in Documentation Advice of Counsel 17

18 Proactive Whistleblower Triage Test Your Hotline System 18

19 Compliance Reminders and Notices Push Positive Incentives for Ethics 19

20 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: You Tube Channel: Follow on Twitter, Linked In, and Facebook Follow Corruption, Crime & Compliance Michael Volkov: Mvolkov@volkovlaw.com: (240)