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Who should chair the Compliance Oversight Committee?

By Roy Snell posted 03-19-2009 03:55 PM

  

A member of our organization recently asked this question.  I thought I would share my response.

Who should chair the Compliance Oversight Committee?

Most people will tell you that the compliance officer (CO) should be the Chair of the Compliance Committee.  If you want to take the safe route, I would follow their advice.  Personally, I would not do that.  When I was the CO at the , we chose a respected person from leadership to be the Chair.  Everyone says it’s important to get leadership’s commitment and involvement in compliance.  I can’t think of a more perfect opportunity to get leadership involved. In fact, I think there are few real substantive opportunities to get leadership involved and show their commitment.  I wouldn’t pass this opportunity up.  

The trick is to get someone that has the time, is respected, can handle pressure, doesn’t back down when necessary, and will follow your lead.  I would make the CO the Administrator/Secretary for the committee.  The CO would help set the agenda and prepare the Chair for agenda items that are likely to create some excitement.  The CO must be in complete charge of the agenda.

This also puts a different face on Compliance.  It helps show that this is not the CO’s compliance program, but rather the organization’s compliance program.  Leaders often have to do things related to compliance that they may not like.  In those cases, they want to see their peers involved with and supporting the difficult things that need to be done.  When I was in administration at the Mayo Clinic, we had several hundred committees.  Almost all of the committees were led by powerful people who relied on the committee secretary to “run or orchestrate” both the committee and the operational area related to the committee.  My experience with this approach has been very favorable.

Most of all, the right committee chair will help the committee look at each issue that affects the staff from the staff’s perspective.  They will advise you and the committee of ways to get things done that will include the perspective of the people you affect.  I can’t tell you how many times our Chair helped us present difficult issues to the staff in a more effective and empathetic way.  This is not just a superficial effort to gain support.  A “lay chair” can make some very substantive contributions.

 

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Comments

03-25-2009 04:11 PM

Charles, I think the approach you are taking will serve you well.

03-25-2009 04:09 PM

Scott
Great point of clarification. I am not referring to the Board level committee. I am referring to companies that have a compliance committee typically made up of operations staff and maybe a leader or two (possibly one Board member.) This committees often meets monthly to go over detailed operational decisions related to the ongoing management of the compliance program. I don’t see a reason or need to even have the Compliance Officer as a formal member of the Board level committee that deals with compliance.

03-20-2009 09:27 AM

Just a note of clarification -- sometimes the Board has a Compliance or Compliance and Ethics committee, in which case the CCO is usually not eligible to be a member or the chair. Assume you are referring to an operational committee of the organization.

03-19-2009 05:01 PM

Roy,
In my aerospace and defense company, I am the Ethics and Compliance Officer and report on compliance and ethics issues to the Chairman of the Governance and Ethics Committee (GEC). I am also the VP of Administration and Governance handling many other day-to-day issues reporting to the CEO. I am the "secretary" to the GEC and regularly report to its Chairman. This arrangement works well and makes the ethics and compliance program the company's not mine. It also enabled the Tone from the Top to be set by the Directors since the Chairman of the GEC has also briefed the employees on ethics and government contract compliance. These briefings, now training DVDs, provide new employees the Board of Directors’ perspective on compliance and ethics.
We do not have a GC. As a former GC, I am happier as the Ethics and Compliance Officer with the above reporting structure.
Charles L. Pourciau, Jr. JD, CCEP
Herley Industries Inc.
Lancaster, PA
717 735 8117 ext 225