Virtually excited for the 2020 Compliance and Ethics Institute

This week – Sept. 14-16 — Is the annual Compliance and Ethics Institute sponsored by the Society of Corporate Compliance and Ethics (SCCE), of which I am a proud member. I been on the faculty of the Institute for each of the last seven years, and I am not about to miss the #CEI this year just because the event is virtual. It’s a highlight of my year!

Here’s what I am talking about this year:

Monday, September 14, 5:00 PM CDT: “The Trouble with Moral Relativism”I’ll be leading an advanced discussion group at the SCCE Institute about the attitudinal trends represented in increasingly popular thoughts like, “It’s all good,” or “Who can tell – they’re all lying.” We’ll talk about whether this growing normative agnosticism creates unstable ground beneath the foundation of corporate compliance programs and any attempt at ethical leadership.

Tuesday, September 15, 10:15 AM CDT: “Speak-Up Success: Training and Communications to Truly Encourage Reporting and Reduce Retaliation.” – I will lead this workshop at the Institute, along with Amy McDougal and OSI’s Chris Cook about practical and effective ways to generate a Speak-up Culture.

And by the way: If my Compliance and Ethics Institute remarks sound interesting to you, then tune in to my next “Powering the Pandemic Pivot” webinar, Wednesday, September 24, 12:00 Noon ET, where I’ll try to share what I learn at this year’s Institute about fostering Company Culture.

Hope you can join us!

A Greeting Card for Businesses in the Time of Coronavirus

We have a timely present for your business or organization.

I was chatting last week with several of my good friends in the compliance sector: Nicole Rose of CreateTraining, the Australia-based education and training company that has produced several powerful animations for LeadGood clients; Richard Bistrong of CEO Front-Line Anti-Bribery LLC, the well-known anti-bribery consultant and speaker; and my frequent colleague and project partner Amy McDougal, JD, CCEP, of CLEAResources, a leading compliance program consultant. We share a deep belief, borne of professional experience, in the power of shared values to inspire people to do great things.

We found we also shared a desire to use what we do at work to somehow help organizations respond to the Coronavirus in a different, honest, but inspiring way — acknowledging that we are in it for the long-haul, and that for as long as it takes, we will have each others’ backs.

The result is this video, which we now offer to you to use as much as you want, however you see fit. Think of it as a video greeting card you can send to your teams, clients, and community. Consider yourself licensed to use it as you wish, to shorten it, to add your own message or logo, to make it yours – please distribute it as broadly as you’d like, just keep the credits at the end. (Nicole is happy to do edits, etc., if you wish, and even to change the voiceover from my voice to her Australian lilt.)

If you want to use this video and need help downloading the file, just contact me and I’ll be delighted to assist.

We hope this video helps your business say what you’re thinking to the people you care about, and and it helps us all stay steadfast.

People Power: A Greeting Card for Organizations to Share Some Love in the Time of Coronavirus

Goin’ Back… to SCCE

I’m excited and honored to have been asked once again by the Society of Corporate Compliance and Ethics to serve on the faculty of its Annual Compliance and Ethics Institute, outside Washington DC.

On Tuesday morning, September 17, Amy McDougal and I will update and reprise our presentation on “Compliance by Contract – Drafting and Negotiating Terms for Peer-to-Peer Compliance.” (It was a big hit when we last did it a few years back.) When you negotiate a commercial contract that includes terms about compliance — whether with customers, contractors, vendors or suppliers — the right terms can boost your own C&E program, and the wrong terms can undermine it. So we’ll share our experiences as lawyers and compliance pros, exchange pitfalls and engage in facilitated exercises. The goal: getting everyone better at closing good deals that support great compliance programs

Then on Wednesday, September 18, I’ll be leading a workshop on Counseling Compliance in Small to Medium Sized Organizations. which make up 97% of US companies. We will explore the unique challenges (and opportunities) of compliance leadership in SMBs — and nonprofits and governments — where budgets and headcount are limited, processes informal, and executive power dominant. The workshop will take place from 10:15 to 11:45.

If you work in compliance or ethical leadership, you’ll get a real charge from the colleagues and camaraderie at #SCCEcei. Hope you can see it!

Ethics Madness II – A dandy excuse to talk ethics and watch hoop

I greet the college basketball championships this year with mixed emotions. As a hoop fan, this is a highlight of the calendar. As an ethics and compliance professional considering the current pay-for-recruitment scandal at several leading schools, well, what a mess.

But from both perspectives, Tom Fox and I have decided to mark the beginning of “March Madness” with a reprise of our live web-chat we call, “Ethics Madness.”

LeadGood will host this “live blog” panel discussion on our LeadGood Live! page on Friday afternoon March 1

6, starting at 2 PM (Eastern) and going until 6:00 (at least). Join me, Tom FoxMatt Kelly, and other guests as we discuss current issues in compliance and ethics, including compliance in sports and education, and sports as a metaphor and lesson for corporate C&E efforts, as well as the cultural messages about ethics and compliance that a typical NCAA viewer is receiving – in the ads, during the games, and real-time in social media.

We might talk about other E&C topics. And judging from last time, we’ll talk a little hoop, too!

And throughout the tournament, let’s all resolve to share our E&C thoughts by using the hashtag #EthicsMadness.

Face it, you want a way to watch the First Round afternoon games without feeling guilty. So here it is! (But follow us even if you’re stuck at your desk – I’ll be sure to pass along the key scores along with our pithy, pointed, and (I hope) useful thoughts.)

Join the conversation at LeadGood.org (http://leadgood.org/about/leadgood-live/) and #EthicsMadness

#SB50Ethics If You’re Thinking Ethics During Super Bowl

Had a fun little idea I want to spread.

If you are watching the “Big Game” Sunday Feb. 7 (or the “Big Pre-Game” or the “Big Post-Game”), and a pithy thought pops into your head about ethics, or compliance, or business leadership and culture, please join me in using the hashtag #SB50Ethics. And if you just want to see what E&C oriented folk are thinking, then follow #SB50Ethics.

No pressure. It’s not a live-blog, something happening every 30 seconds, must write thing. Just thought I’d suggest a single social media home for our collective musings, however casually they are offered.

Will we really be thinking about ethics between the wings, beer, and commercials, you ask? Oh, yeah.

Remember deflate-gate?

Hear about this year’s Budweiser ad theme, “Give a Damn“?

Ever seen a Go-Daddy ad?

Or maybe you will just HAVE to tell the Twittersphere that you CANNOT believe DENVER is using a THREE-MAN front and STILL doesn’t leave a D-Back to spy on Newton.

In any case, I hope you will join me and some friends, and have a moment of fun at a little E&C virtual Super Bowl party.

My Proposals for the 2016 #SCCEcei – What’s Your Fave?

I’m really excited about the three panel proposals I submitted last night to the Society of Corporate Compliance and Ethics (SCCE), for its 2016 Compliance and Ethics Institute. Thanks to Amy Hutchens, JD, CCEP, Page Motes and Heather Powell for joining in.

Our proposed topics were:

  1. An advance workshop on drafting and negotiating contracts with compliance provisions — this would take the next step from the compliance contract panels that Amy and I did at the CEI in 2014 and this year.
  2. “The Good Reasons Why People Do the Wrong Things” — Exploring the frequent instances when people follow their own ethical code and choose to break rules. (Think about teachers or nurses following their deep ethic of care.) The lesson: it’s not just greed or “bad guys” that lead to misconduct.
  3. “Fostering a Speak-Up Culture: What Really Works” — Now more than ever, it’s critical for compliance professionals and business leaders to focus on what, objectively, has worked best to foster and maintain a culture in which people report suspected wrongdoing freely, constructively, and internally. So how do you make that happen?

I wish they’d let us do all three of them! So tell me, what’s your favorite?IMG_3426

Tone at the Very Top, DOJ-Style

As compliance professionals and leadership counselors, we focus on “tone at the top.” What the C-Suite says is critical to establishing an ethical culture in an organization. What is even more important to foster that culture is whether top executives speak and act consistently. We advise our leaders that even one act of apparent hypocrisy, or of “looking the other way,” can undo a lot of cover-letters-with-Codes-of-Conduct.

With this perspective, I commend to you two recent blog posts by fellow compliance lawyers, about the tone coming from the very top, compliance wise: the Department of Justice.

One is Mike Scher’s post this week in the FCPA Blog about the DOJ’s findings that downplay the alleged corruption violations by WalMart in Mexico.

The other is  Michael Volkov‘s comment on the outcome of the DOJ’s investigation at General Motors, first published in September but recirculated through LinkedIn this week.

Screen Shot 2015-10-24 at 10.26.38 AMAt the SCCE’s annual Compliance and Ethics Institute earlier this month, I perceived a consensus of approval among the compliance community for the DOJ’s September 9th “Yates Memo,” in which Deputy Attorney General Sally Quillan Yates sought to send a strong message that the DOJ would henceforth be eager to prosecute culpable individuals for wrong-doing within the corporations they lead. There were many concerns (see this and this), yet the general thought seemed to be that the tone set by the Yates Memo would reinforce our efforts to get buy-in within our companies.

But Mike Volkov raises this concern: with the GM case (as now with WalMart), do the DOJ’s actions speak louder, tone-wise, than Yates’ words?

 

When Contracts and Compliance Collide: Lessons Learned

As important as it usually is that “Compliance” be independent from “Legal,” there are realms in which it’s best when those two functions are full collaborative partners. One of those is the realm of contracts with third parties.

Twitter pix of SCCE panel 15-1005That was an inescapable take-away from a session on October 5th at the SCCE’s annual Compliance and Ethics Institute: “Peer-to-Peer Compliance: Are Y
our Contract Clauses Running Offense and Defense For Your Ethics and Compliance Program
?” I had the honor of presenting the session, with Amy Hutchens of CLEARresources. I also had a complete blast, pretending to negotiate typical clauses with Amy, fielding questions about covenants that troubled SCCE colleagues in the audience, and sharing our lessons-learned.

Lessons such as?

  • That the intersection (collision?) of transactional law and corporate compliance is happening more often, as companies pay more attention to the risks their third-party relationships can pose, and authorities from the Sentencing Commission to the FDA voice their expectation that these risks be managed contractually.
  • That a careless clause can damage the structure or credibility of a company’s compliance regime – but a legal department engaging in zero-sum negotiations, without benefit of a partner from compliance, might miss that risk.
  • That there are two strategic extremes for the company in the “prime contractor” role, each of which can be problematic: Unyieldingly insist on the most favorable language for your side, and eager vendors may agree even though they know they cannot follow the contract they signed. Take an overly flexible position, open to each vendor’s full range of concerns, and your resources may get nibbled to death while you wind up with no predictable consistency among your agreements.

What’s an enlightened company to do? First, consider your goal – is it to get a signed document full of hard-ball victories, or to have third-parties who are actually working with your guidance to engage in compliant behavior? Assuming it is the latter, your company may be better served by living its core values even in its negotiating style, and by taking a firm, comprehensive, but reasonable form of contract to market. And for that to happen, “Legal” and “Compliance” must work together, and understand the other’s issues.

If you missed the session at the CEI – or if you missed the CEI altogether – no worries. We are reprising the session in the form of an SCCE Webinar, on Tuesday, October 13th. Please join us!

Contracts and Compliance: Two SCCE Panels

After a few days of worrying about Nor’Easters and Hurricane Joaquin, it appears that the Lord is willing and that the creek will not rise – so I will be joining some 1600+ of my compliance and ethics colleagues at the annual Compliance and Ethics Institute of the Society of Corporate Ethics and Compliance (SCCE).

If you are coming as well, I hope you will join Amy Hutchens and me at 1:30 on Monday, October 5th, to explore the increasingly frequent intersection (collision?) of transactional law and corporate compliance.

Our program is titled, “Peer-to-Peer Compliance: Are Your Contract Clauses Running
Offense and Defense For Your Ethics and Compliance Program?” (If you’re keeping track, it’s session #205.)

And even if you are not coming to #SCCEcei, good news! You can still catch our panel, in the form of an SCCE Webinar, on Tuesday, October 13th.

This is our updated remix of the well-received panel we did at the 2014 #SCCEcei. Part of what makes it so much fun is that Amy and I begin the hour by engaging in mock negotiations. Amy plays the lawyer for the big multinational company, I play the lawyer for the smaller vendor/supplier, and we go at it hammer-and-tong over issues like:

  • Which Code of Conduct should apply to a Vendor?
  • What training requirements can a general contractor “push down”?
  • What sales incentives are appropriate?
  • How can a smaller entity resist onerous auditing. monitoring, and indemnification requirements ?

(OK, I  might have shown my character’s bias in that last bullet point.)

After the negotiations, we’ll offer some lessons we’ve learned as compliance-minded transactional lawyers and in-house counsel. Then we’ll open it up to questions, and to any thorny contract clauses with which you might want to challenge us.

This year, we will also spend some of our time on the phenomena of “Quality Agreements,” which are increasingly common for contract manufacturing in the life sciences.

Our point is, when it comes to your company’s routine contracts, the right clause can really bolster your E&C program – and the wrong clause can wreck all your careful work. The trick is knowing which is which, and playing offense and defense so that the contractual playing field leaves your client best positioned for success. That’s something that is not going to happen unless the “legal” and the “compliance” camps in a company work together, and understand the other’s issues.

Live or on the web, I hope you’ll join us!

Panel on Fri. 5/29: “Whistleblowers: Tattletales or Heroes?”

Band at reunionsIf you are inclined towards the Orange and the Black and this weekend you are “Going Back” (that is, if you are going to Princeton’s Reunions this weekend), then I invite you to check out a panel I am participating in tomorrow, on the topic “Whistleblower: Tattletales or Heroes?” The panel is one of the Alumni-Faculty Forums that showcase Princeton’s faculty and the expertise of its graduates.

I’ll be joined by Mark J. Biros (Class of ’70), Founder of the White Collar Defense and Investigations group at Proskauer, and Norm Champ (Class of ’85), who until recently was Director of the Division of Investment Management at the SEC and is now a Visiting Scholar at Harvard Law. Our moderator will be Brandice Canes-Wrone (Class of ’93), the Donald E. Stokes Professor at the place I majored, Princeton’s Woodrow Wilson School of Public and International Affairs.

I am sure we will be surveying the state of whistleblowing, and exploring what I think are the highly divergent views that we have of those who “speak up.” On the one hand, corporate compliance programs depend on them; on the other hand, they are “rats” and “disloyal.” Does it just come down to whether they are correct in their reports, or is there more to it? I’m really looking forward to being a part of the discussion – and I will report back on how it goes!