JM - Society of Corporate Compliance and Ethics

egular basis (Loss Prevention, RiskManagement, Legal) which enablesus all to do our jobs more efficientlyand effectively.A disadvantage is the loss of attorneyclient privilege when dealingwith allegations and reports as theCorporate Compliance Departmentis not in the Legal Department,even though I report to the VicePresident - Law.RJ: One of your prior roles wasas corporate counsel, concentratingon regulatory affairs. How is thatdifferent from your current role asthe Senior Director of Ethics andCorporate Compliance?JM: As a corporate attorney handlingregulatory affairs matters, Ipreviously spent much of my timereacting to issues as they arose,both internally and externally. Now,as the Senior Director of Ethics andCorporate Compliance, I spend asmuch, if not more time, taking stepsproactively to prevent non-complianceissues from arising.RJ: What are the greatest compliancerisks for a retailer?JM: Protecting the privacy of customerinformation and productlabeling and safety issues wouldhave to rank near the top of anylist. From a broader perspective,another is conducting effective ethicaltraining across the organization.Without this training component,the overall compliance environmentbecomes riskier as a matter ofcourse. Additionally, regulatoryissues, (pricing, safety, and labelingto name a few), are always ongoingrisks for a retailer.RJ: And what are the greatestcompliance program challenges fora retailer?JM: Awareness - 7,000 stores, corporate,distribution - each piece ofthe organization worries about differentissues and requires differentcommunications methods.RJ: Do you report directly to theboard of the directors? How often?JM: Yes, I provide a report to theAudit and Compliance Committee atevery Board Meeting, which occursonce a quarter. I also meet with theAudit and Compliance CommitteeChair, prior to the Committee meeting,to review any issues that needto be reviewed and/or addressed.RJ: How has Sarbanes-Oxleychanged your relationship with theboard?JM: Sarbanes-Oxley has put regulatoryrequirements in place withregard to actions required to betaken by the Board of Directors. Asa result, boards in today's corporateclimate are much more active inoversight of the compliance function.I believe that this, in turn, has providedgreater support for corporatecompliance programs, which maynot have been as strong in the past.RJ: What is the board's mostimportant role in your complianceprogram?JM: Oversight and interest in thecompliance function of the company.As each independent boardmember comes from outside of thecompany, each member bringsideas and suggestions on how theprogram could be strengthened.This outside view has enabled us tobetter our program, based on elementsthat have worked at othercompanies. Additionally, our boarddoes a great job of asking questionsto better understand the programand issues that we address on aregular and not-so-regular basis.RJ: Have the recent changes in theUS Sentencing Guidelines causedany changes in your program?JM: Yes. Last year we began toformalize and standardize existingcorporate compliance functions intowhat is now our current Ethics andCompliance Program. We alsolaunched our hotline to complywith Sarbanes Oxley requirementsand are getting ready to launch ourweb-based Code of Ethics trainingthat will be mandatory for allSociety of Corporate Compliance and Ethics • (888) 277-4977 • www.corporatecompliance.orgRORY JAFFEContinued on page 22February 200521