This document discusses getting stakeholder buy-in for compliance programs. It emphasizes that tone at the top, middle, and bottom levels of an organization is important to set expectations for ethical behavior. Compliance officers must have authority and independence, and human resources can help with hiring, training, incentives, and discipline. Investigations and discipline procedures must be fair and consistent to maintain credibility. Effective compliance training is tailored, uses multiple media types, and provides opportunities for feedback and questions. Documentation of all compliance efforts is also stressed.

1. Getting Stakeholder Buy-In for
Your Compliance Program
Thomas Fox, Attorney at Law

2. Thomas Fox
Tom Fox has practiced law in Houston for 25 years. He now
assists companies with FCPA compliance, risk management and
international transactions. He was most recently the General
Counsel at Drilling Controls, Inc., a worldwide oilfield
manufacturing and service company. Before that he was
Division Counsel with Halliburton Energy Services, Inc. where he
supported Halliburton’s software division and its downhole
division, which included the logging, directional drilling and drill
bit business units.
Today, Tom writes and speaks nationally and internationally on
a wide variety of topics, ranging from FCPA compliance,
indemnities and other forms of risk management for a
worldwide energy practice, tax issues faced by multi-national US
companies, insurance coverage issues and protection of trade
secrets.

3. Practices Under the FCPA and Bribery Act/GSK in China:
A Game Changer in Compliance

4. 1. Tone At the Top

5. Beyond Simple Tone at the Top Leadership
•
A successful compliance program must be built on a solid foundation
of ethics that are fully and openly endorsed by senior management;
otherwise, the program may amount to little more than a hollow set of
internal rules and regulations. There should be an unambiguous,
visible and active commitment to compliance.
•
But compliance standards require even more than support or “tone”
from the top. Companies must have high-ranking compliance officers
with the authority and resources to manage the program on a
day-to-day basis. And compliance officers must have the ear of
those ultimately responsible for corporate conduct, including the
board of directors.

6. 2. Tone In the Organization

7. Tone in the Middle
• If I violate the Code of Conduct I may or may not
get caught;
• If I violate the Code of Conduct and get caught,
I may or may not get violated;
• If I miss my numbers for 2 quarters, I will be fired.

8. Tone at the Bottom
• Who is an employee’s leader?
• What message is middle management sending?
• Who is being rewarded?
• Who is being promoted?
• Who is being disciplined?

9. Communicate with the Field
•
Country managers are often the employees in the trenches and are
responsible for overseeing sales people and third-party agents who
are producing, selling and distributing the company’s products and
services.
•
Local managers are often in the best position to set the tone for
compliance and to detect and address illegal or unethical practices
before they become issues that put the company at risk.

10. 3. The Role of HR in
Compliance

11. Partner with HR
Key HR Roles
•Hiring
•Training
•Incentives
•Employee evaluations
•Evaluation for promotion

12. 4. The Fair Process Doctrine

13. The Fair Process Doctrine
• What is the Fair Process Doctrine? It recognizes
that there are fair procedures, not arbitrary ones,
in a process involving rights. People are more
willing to accept negative, unfavorable, and
non-preferred outcomes when they are arrived
at by processes and procedures that are
perceived as fair.

14. Investigations
• If your employees do not believe that the
investigation is fair and impartial, then it is not
fair and impartial. Further, those involved must
have confidence that any internal investigation is
treated seriously and objectively. One of the key
reasons that employees will go outside of a
company’s internal hotline process is because
they do not believe that the process will be fair.

15. Discipline
• Discipline must not only be administered fairly but it
must be administered uniformly across the company for
the violation of any compliance policy. Simply put if you
are going to fire employees in South America for lying
on their expense reports, you have to fire them in North
America for the same offense. Failure to administer
discipline uniformly will destroy any vestige of credibility
that you may have developed.

16. 5. Training and
Communication

17. Conduct Live, In-Person Training
• Live, in-person training is the preferred method in highrisk markets and it should be regular and frequent.
• Another benefit of live training is the immediate feedback
from employees that would be much less likely to occur
during a webinar or other remote training.
• During live training, employees are more likely to make
casual mention of a potentially risky practice, giving you
the opportunity to address it before it becomes a larger
problem.

18. Tailor Your Training
•
Employing a generic script for compliance training is a mistake.
•
To be effective, training programs should be customized by region,
country, industry, areas of compliance and types of employee.
•
In addition to FCPA, UK Bribery Act, and OECD guidelines, focus on
compliance risks in the country where the employees being trained
are working.
•
Consider translations
•
Train-the-Trainer sessions

19. Compliance Reminders
• Morgan Stanley Declination
• Short, Video or Other Media

20. Tom Fox Mantra
DOCUMENT
DOCUMENT
DOCUMENT

21. Questions?

22. Thank-you for Participating in
Today’s Webinar
How you can reach Thomas Fox
Ph: 832-744-0264
www.tfoxlaw.com
tfox@tfoxlaw.com
Follow me at www.twitter.com/tfoxlaw.
Follow my blog at http://tfoxlaw.wordpress.com/
Contact us at i-Sight
j.gerard@i-sight.com