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Corporate compliance
- 1. Corporate Compliance UkraineLegal Counsel Forum 23 October 2014 Sören Schomburg
- 2. Compliance Definition Theentirety of all organisational measures aimed at the adherence to all legal obligations by a corporate entity, the members of its organs and its employees. 2 United Kingdom “But it is a defence for C to prove that C had in place adequate procedures designed to prevent persons associated with C from undertaking such conduct.“ United States „a program designed to prevent and detect criminal conduct” Germany No definition; reference is made in the Banking Act, the Securities Trading Act and the Insurance Supervision Law, the Minimum Requirements for Risk Management and other more recent provisions EU Several references in different directives Definition in Solvency II directive: compliance regulations in EU Directives to be implemented by member states
- 3. Compliance Risk-analysis FinesForfeiture of profits Reputational Risks Individual liability under the law of tort Business Ethics Criminal law risks for senior management Consequences outside criminal/civil law Disruptions in work flow 3
- 4. Compliance Implementation ofcompliance programmes Source: http://www.pwc.de/de/risiko-management/wirtschaftskriminalitaet-2013.jhtml 4
- 5. Compliance Overview Risk-analysis Risk Limitation of Risk Distribution of Risk Risk manageme nt 5
- 6. Compliance Maßnahmen Compliance- Guidelines Compliance Workshops Whistle Blowing Tone from the top Dual control Job - Rotation/distribution of responsibilities IT based controls Employee instructions Anti-bribery provisions in third-party agreements External counsel/support Internal Investigations Amnesty Program 6
- 7. Thank you foryour attention! Attorney at Law Sören Schomburg Ufer Knauer Rechtsanwälte Seidlstr. 27 80335 München Telefon: 089 5587 1990 Schomburg@ufer-knauer.de Start of 2015: Ufer Knauer Berlin Office 7
Editor's Notes
- #3 UK: Section 7 subsection 2 Bribery Act - defence US: Sentencing Guidelines; mitigating factor Germany: Banking Act – no legal consequence prescribed by law but considered when fining a company (Siemens) Banking Act, Securities Trading Act, Insurance Supervision Law – compliance regulations based on EU Directives; no definition either EU: i.e. EU Directive „Solvency II“ – compliance regulations have to be implemented by member states by 01.01.2016 (Germany: Insurance Trading Act) Art. 46 para 1: Article 46 Internal control 1. Insurance and reinsurance undertakings shall have in place an effective internal control system. That system shall at least include administrative and accounting procedures, an internal control framework, appropriate reporting arrangements at all levels of the undertaking an da compliance function. 2. The compliance function shall include advising the administrative, management or supervisory body on compliance withthe laws, regulations and administrative provisions adopted pursuant to this Directive. It shall also include an assessment of the possible impact of any changes in the legal environment on the operations of the undertaking concerned and the identification and assessment of compliance risk.