Compliance, groundskeepers, and chalk lines

Bacon Field, Hopewell, NJ. Photo by author.
Bacon Field, Hopewell, NJ. Photo by author.

This Friday night, my son’s “Babe Ruth Prep” baseball team had its first game of the Fall Ball season. So I found myself, under a clear sky, raking the infield dirt and laying down chalk for the foul lines and the batter’s box. And I had a thought:

“Even here, even now, I’m leading compliance!”

So as I raked, I wondered: is there a parallel between the Compliance Officer and the Groundskeeper?

I mean, compliance is in large part about winning while staying inside the lines. But for an organization, who paints those lines?

Government? Regulators? An industry Code? Your Code of Conduct? Sure, but not precisely. The Rules of the Game may specify that the foul line extends from the first base line and the third base line.. But it is still the compliance team that has to paint the lines precisely.

To push my metaphor way too far, compliance leadership has to decide the slope of the base path, and the tendency of slow grounders to stay in bounds or to roll foul. And to abandon the realism of my metaphor, we have to decide whether to paint the lines on our own field with a little cushion, so minor fouls don’t really cross the legal line… or paint the lines wide, to give our organizations a bigger playing field but also a bigger risk of stumbling out of bounds.

The author's first-base line left something to be desired, but did not ultimately affect the course of play.
The author’s first-base line left something to be desired, but did not ultimately affect the course of play.

But most of all, as compliance leaders we have to do the painting. The Rules may say where the foul line should be, but the players would be left to just guess what’s foul and what’s not if we didn’t draw an actual line that they can see while they are playing.  Our teammates rely on our education programs and our communications to know where the dividing line falls.

And by the way, the umpire might have checked to see where I drew the line (or he might not have), but once play began, he relied on the white line I put down in chalk. It’s a big responsibility.

Then I was aroused from this musing by the realization that the game was about to begin, and that I needed to get off the field, and get on the sidelines to help coach my players to success.


Play ball!

Way to go, Donna!

Kudos to my colleague and social media friend Donna Boehme, who will be one of four honorees at the 10th Annual International Compliance and Ethics Awards Dinner, at the Compliance and Ethics Institute of the Society of Corporate Compliance and Ethics (SCCE), on Monday in Chicago.

Please join me in congratulating Donna, who is being most-deservedly honored “for her tireless dedication and unwavering support for the independence of the compliance and ethics profession.” If you follow Donna on Twitter (@DonnaCBoehme), you will see what I mean – and like me, you will get the value of her strong and experienced analysis.

The role of contract terms in compliance

I’m really looking forward to my upcoming presentation to the annual Compliance and Ethics Institute of the Society of Corporate Compliance and Ethics.

The topic is: “Are Your Corporate Contract Clauses Running Offense and Defense for Your Compliance Program?”

It should be a lot of fun – seriously! Amy Hutchens and I will engage in some lively mock contract negotiations as we explore these bullet points:

  • An effective program must reach beyond the boundaries of your company; do your company’s contract clauses give your program room to operate to its fullest potential?
  • Discover how to play offense and defense with your program using contract clauses – learn about common limitations in contract clauses that could tie your hands if something goes wrong.
  • Hear how agreeing to certain contract clauses can bind your company to complying with another company’s program – and how to negotiate terms that your program can live with.

Among the common contractual issues we will use as examples are: whether to agree to follow another company’s Code of Conduct; and whether a vendor can agree to let its client dictate the terms of its bonuses and the topics in its training program.

Hope to see you there!


On the Eve of 9-11

Every year, as we pass Labor Day and approach September 11th, I think of the not-so-modest proposal I offered a few years ago, for a new national way to think about those two American events. This year, the deliberately public, deliberately heinous beheadings of two journalists again bring my thoughts to “Freedom’s Labors.” Steven Sotloff and James Foley labored for freedom by plying their craft and trying to shine some light in a dark place. That form of routine heroism also deserves some explicit recognition.

So allow me to repeat this post from a few years back:

I’d like to make a proposal.

First, I propose that the Friday after Labor Day be designated a full federal postal and banking holiday, to be designated as Freedom Day.  I know that the idea for this kind of holiday, designed to commemorate the shock, losses, and resolve of 9/11, is not a new one — but I propose we take an additional step.

So I propose further that the week between Labor Day and Freedom Day receive a special designation.  I would call it “The Days of Freedom’s Labors.”  And it is that entire week that is the focus of my proposal.

The old saying goes, “a freedom isn’t free,” but after all, how much time do we spend talking about the price we pay for freedom?  So I view The Days of Freedom’s Labors as the time for a national consideration of the simple, individual work it requires to maintain a democratic society that operates under the rule of law.  That work begins with the kind of labor that Labor Day was established to commemorate in the first place: that people get up every day and go to work and keep our economy going.  But a week long consideration of freedom’s labors also provides time to reflect on the work of public servants, charities and faith-based organizations, simple basic acts of heroism, and yes, even of the work that lawyers (like me) do.  It also provides a time to celebrate how freedom arises from civil, respectful debate, and the work of an independent, active press.

But restoring meaning to Labor Day is only one of the many benefits of a week long commemoration of freedom’s labors.

The holidays would give provide a way to mark the 9/11 attacks that is meaningful, affirming and forward-looking… a way that moves away from the maudlin or from bringing too much attention to the attackers (which is all they wanted). This is also the season to mark the national tragedy that was Hurricane Katrina. Both events provide many examples of the value of individual civility, and the cost of its absence.

For companies, the national discussion centering on The Days of Freedom’s Labors could also be a touchstone for compliance efforts, perhaps providing a handy kick-off to a fall push to meet compliance targets by year’s end. And again, the touchstones of civility, mutual respect, and yes, the Golden and Silver Rules, are a natural tie-in to the best reasons for compliance.

The Days of Freedom’s Labors would also provide a useful, immediate focus for curricula at the beginning of the school year.  Rather than the usual drift through a slow ramp up of studies, celebrating The Days of Freedom’s Labors at the beginning of the academic calendar would give teachers an immediate focus to explore topics from civics and government, to ethics and diversity, to history and biography, to the rule of law.

Speaking of the beginning of the school year, few parents would not welcome another three day weekend to buy things like that exact form of binder that most pleases Johnny’s new teacher (a requirement that, in my district anyway, you never seem to hear about until after Labor Day).

Indeed, for retailers and tourist destinations alike, an extended end-of-summer holiday could even reap economic rewards.  For businesses looking for non-monetary forms of reward for their work forces, the close combination of the Labor Day and Freedom day weekends might provide some appealing opportunities.  And would it be all that bad if the weeklong commemoration of The Days of Freedom’s Labors brought our overworked country a step closer to that glorious continental institution they call vacance – the company-wide vacation.

But let me not get too far down the road of pleasing vacations and crowded stores. The point is, a week-long celebration of freedom’s labors fits our times and fits our unique national identity.  It is distinctly non-partisan. By its nature, it is an appropriate time for dissent as well as assent.  And that may be the greatest value of the Days of Freedom’s Labors: reminding all Americans that our progressive, prosperous society – where everyone gets a chance, and every vote counts – is built or abandoned in proportion not to how much we rigidly agree – but by how hard, how honestly, and how respectfully we labor for the rule of law, and institutions and businesses governed by the Golden and Silver rules.

Happy Freedom Day.

Conan’s Own Moral

Item #1:  Conan O’Brien’s final quote: “If you work really hard and you’re kind, I’m telling you, amazing things will happen.”

Item #2, even better: Since Friday night, when O’Brien said it, thousands of people have re-tweeted that quote. At a random time two days later, still another 10 re-tweets per minute.

Think the average person isn’t hungry for ethical leadership and life by the Golden and Silver Rules?  Like Coco said, don’t be so cynical.

Conan, Leno, and a Business Moral

Nice article in the Washington Post by business columnist Steven Pearlstein, asserting that NBC’s late night troubles are an analog for what’s wrong with American Business.

Among his observations:

It starts with the mind-set that puts short-term profit over long-term value creation….

Unable to come up with something new and fresh, NBC’s fallback — like so much of American business — was simply to do more of what worked, until it didn’t. …

For NBC, the decision to move Leno to an earlier time slot had nothing to do with the desires of TV viewers. Rather, it seemed like a clever solution to the problem of having promised the “Tonight Show” to O’Brien five years earlier in an effort to prevent him from jumping to a rival network. It’s a common mistake in business — letting key decisions be driven not by market demand but by the need to resolve internal conflicts. As NBC discovered, it rarely works out for the best…..

Truly great companies see themselves as part of a business ecosystem. They understand that their long-term success depends on having financially healthy suppliers and distributors, and take pains not to share gains and avoid profiting excessively at their expense. [There’s that Golden Rule thing again! – jbm]

But NBC forgot that wisdom when it decided to go for a strategy of low-budget offerings in prime time that would maintain profitability at the expense of program quality or ratings. It turned out that the new strategy posed an existential threat to the independent studios and production houses that networks still rely on to create their entertainment programming. And the smaller audiences that NBC was willing to accept for Leno’s 10 p.m. show translated into shrunken audiences for 11 p.m. news shows that generate as much as 40 percent of the revenue for local affiliates that are already reeling from the recession and competition from Internet advertising.

There are many other lessons to be drawn from NBC’s late-night debacle — on the shortcoming of industrial conglomerates (GE), on the difficulty of old dogs learning new tricks (Leno), and surely the one about sacrificing old products to launch new ones (O’Brien). You could probably construct an entire business school class around this case study in mismanagement.