Making the Grade: A Case Study on the Transformation of Bausch + Lomb s Code of Business Conduct and Ethics

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1 Making the Grade: A Case Study on the Transformation of Bausch + Lomb s Code of Business Conduct and Ethics 2010 SCCE Compliance & Ethics Institute Courtney Barton, CCEP, CIPP, Compliance Manager Susan Roberts, Corporate Vice President & Chief Compliance Officer 1 Session Overview Identifying what you really need to have in a Code of Conduct Using global employee focus groups to draft the Code and engage employees Fully engaging management in implementation, training and certification 2 1

2 Background: The Story of Bausch + Lomb s Code Former Code of Business Conduct and Ethics ranked poorly and received an overall grade of C- (as rated by a third party that issues a research-based magazine and analyzes business ethics policies of companies across all industries) Revised Code of Business Conduct and Ethics received an overall rating of A- as rated by the same third party Rating of an A or A+ for several key areas, including an A+ for tone from our senior leadership In the issue in which it was highlighted, our Code s overall grade fell within the top 5 percent when benchmarked against the third party s entire code review database to date, placing it among the top 28 of the 550 codes reviewed Printed design was awarded a prestigious PRism Award of Excellence from the Rochester chapter of the Public Relations Society of America 3 Key questions to ask: 1. Who needs to be involved in the drafting and review process? 2. What business purposes do we want the Code to serve? 3. What general characteristics and format does the Code need to have in order to achieve the intended business purposes? 4. What shelf life do we want the Code to have? 5. What subject matter do we need to cover? 4 2

3 1. Who needs to be involved in the drafting and review process? Compliance & Ethics Department Law Department HR Internal Audit Finance & Accounting Information Technology Operations/Manufacturing Compliance Committees Works Councils and Unions Senior Leadership Team/Executive Committee Board of Directors Note: Remember that it may not be necessary to involve the entire stakeholder team in every step. Consider the appropriate level of stakeholder involvement for each stage of the project What business purposes do we want the Code to serve? Meet legal requirements Clearly establish internal and external expectations Establish a common set of values for guiding employee behavior Unify the global organization Encourage employees to raise questions, concerns and reports of misconduct Raise awareness around key compliance and ethics risks and associated company policies Increase internal and external confidence and trust in the company Address a particular issue that has been experienced Others? 6 3

4 3. What general characteristics and format does the Code need to have in order to achieve the intended business purposes? Consistent with company s history, culture (current or desired), aspirations, core values/principles, etc. As short as possible Inspires pride in the organization Professional, eye-catching publication Reader friendly, no legalese Easy to access and reference Global relevance; one code for all Clearly communicates resources available to employees Provides guidance on resolving issues and encourages reporting misconduct Explains not just what but why Clearly ties compliance with the Code to business success Note: Also think about what the end product will look like (graphics, overarching themes/organization, maximum length, printed size and promotional materials) What shelf life do we want the Code to have? This is an important question when considering the level of specificity in the Code, especially with regard to company policies and procedures 5. What subject matter do we need to cover? Subject matter required by law Optional subject matter Note: Required subject matter varies significantly depending on industry and whether your company is public/private, profit/not-for-profit, etc. It s important to work closely with your legal counsel to evaluate what is required for your company. 8 4

5 Using Global Employee Focus Groups Allows you to say that we wrote this together Confirms that the Code has global relevance and applicability Employees have great ideas that can significantly improve the Code Avoids open revolt Creates Code of Conduct champions Creates teachable moments to correct misconceptions and clarify existing policies and procedures Gives you the opportunity to interact and develop relationships with employees at sites and levels with whom you may not otherwise work Depending on how you conduct the session, it may constitute employee training 9 Using Global Employee Focus Groups Conducting the focus group sessions: Plan carefully and comprehensively in advance If possible, have two facilitators so that one can focus only on taking notes and other on conducting the session; it s extremely difficult for one person to do both effectively Have a written Moderator s guide and stick to it, especially if you will be relying on others to help you conduct focus group sessions When scheduling the sessions, keep in mind the personalities and roles of participants. Ask HR or local management for help with this!!! Employees are generally most comfortable providing candid feedback when among people who have similar roles in the Company; don t schedule employees with their managers The goal of these sessions is to obtain candid feedback which is not necessarily going to result in a consensus; the most important thing is that all perspectives are captured for consideration. The session is going well if you are doing very little talking yourself. 10 5

6 Using Global Employee Focus Groups Conducting the focus group sessions: Address any concerns or distractions that may be likely as a result of recent Company events. For example, have there been any rumors that may preoccupy or concern employees? Be prepared to briefly address their questions in general and redirect their focus to the task at hand. Prepare a detailed agenda and script Establish ground rules and make sure everyone knows each other Make sure participants understand the project and the business purpose Ask them what features they want their code to have Plan out which sections of the draft code you want to discuss first, to be sure you have time to cover the most important or most contentious content and be prepared with thought starters for each section (see Moderator s Guide for examples) Ask participants about graphics; try to show them options if you can and have them vote Don t forget to thank participants and set expectations for next steps 11 Engaging Management Make Code implementation an explicit responsibility of line management using a cascade approach, emphasizing the tone at the top at all levels Create an implementation framework for distribution and in-person/direct manager discussions (initial and on-going) Give them everything they need and keep it simple; create a Manager s Toolkit with slides, speaker s notes, templates, etc. Ensure that all communication is very detailed and step-by-step with explicit expectations If you don t help with the groundwork, they won t do it the way you want and implementation will be inconsistent across the organization Help them make the connection between the Code and its intended business purposes so that they can do the same for their teams Require managers to certify completion of implementation and be prepared to hold people accountable 12 6

7 A Cautionary Note on Lessons Learned Why our revised Code got an A-: - Readability: the third party felt the Code was written at too high of a reading level. You may want to have your draft formally evaluated in this regard to ensure it is appropriate for your organization. - Risk Topics: the third party differed in opinion on our selection of overall organization method and the way we covered some optional content. We ve agreed to disagree, but this highlights the importance of taking the time to select the right topics and approach them in a way that makes sense for your organization. Carefully consider and balance the need/desire for direct references and links to more detailed company policies and procedures within the Code. Remember that you re never going to be able to please everyone. 13 In Closing Don t let perfect be the enemy of the good. - (Origin Unconfirmed) But... Don't be afraid to give up the good to go for the great. - John D. Rockefeller 14 7

8 Contact Information Courtney Barton, CCEP, CIPP Compliance Manager (585) Susan Roberts Corporate Vice President and Chief Compliance Officer (585)