How an operational lawyer implements a compliance program?
Last week we had thirty Finnish General Counsels at Fondia to discuss about how to build a compliance program. A company's compliance program states how its employees should act, what they can do and what not especially related to gifts, hospitality, bribes, political contributions, human recourses, risk assessment, etc. We enjoyed a presentation of one of the most experienced and well known business lawyer and Partner of PWC U.S.A from PWC’s Anti-Corruption Practice Group , Mr. Glenn Ware. He told us blue eyed Finnish lawyers that we should be aware of certain matters when we operate in faraway countries. There was an example of a case in the US where a business leader was sent to prison for a year and a day because he without knowing of his contractor in a certain high risk country had given bribery to an official. He was sentenced to prison because knowing that he operated in a high risk country and had not looked carefully if a compliance program was affectively put in practice.
The other speakers at the Fondia General Counsel Round Table Event were Mr. Johannes Boner, General Counsel of Sappi Fine Paper Europe from Bruselles and the third speaker, our Finnish leading lawyer in corporate governance, Anne Viitala, from Pöyry Oyj. They both gave very practical presentations concerning how they had built the compliance program and what kind of experiences they have had. The presentations were followed by a panel discussion led by Sirpa-Helena Sormunen from NSN. Also Fondia’s own compliance program specialist Minna Laurila, former General Counsel of Shell Corporation attended to the panel discussion.
The panel discussion was very lively and one of the main findings was that corporate counsels should be Operational Lawyers, working face – to – face with business managers rather than operating from their room next to the CEO’s corner office without any touch to the real business. It was recognized that, in this new world where the western countries suffer huge economic difficulties and the companies have to broaden their market areas to the emerging markets they need to be very careful with their business ethics. They need to see that their business managers and partners in those areas and everywhere are complying with the company's regulations.
For lawyers this means that they need to go out from their comfortable offices to meet their business people, talk to them, be involved - walk the talk. To international corporate company lawyers it means flights, different time zones, and different cultures. When you do it in this way, by walking and talking, your business people know that you are caring. It is not enough to draft a nice compliance program, put it in the intranet and feel that he/she has done what is expected from a General Counsel.
It was also said several times that lawyers alone cannot make the company understand the importance of the compliance program. Everything starts from the top management. In case the CEO is not yet aware of all problems it is the task of the General Counsel to tell that to him and the Management Team. Then I come to my favorite topic - a General Counsel’s place in a big company is in the Top Management Team, be one of the business leaders and colleague, not some different species, outside of the main team, from whom the business people can go to and ask some questions now and then.
Back to the topic… The event and the discussions opened eyes; we need to think what has to be done in our company in this subject matter even if our business covers only few foreign countries. In case we feel that something needs to be done, let’s talk it to our CEOs. Let’s be active, help the management understand the risks and be passionate in this legal matter (as Anne said) and be involved. This is how the operational lawyer acts!