Compliance &Ethics - Society of Corporate Compliance and Ethics

Feature The last wordby Joe Murphy, CCEP“Papa don’t preach”: Advicefrom Madonna for your CEOCompliance & Ethics Professional May/June 2012MurphyWe all know the CEO needs to setthe right tone at the top, but whatdoes that mean? Here is one areawhere maybe Madonna has the right idea:“Papa don’t preach.” Tone at the top is not“talk at the top;” it should mean action at thetop to support your program.What often passes for tone at the top issome policy statement, perhaps written infulminating style, swearing a mightyoath to support the law. From myexperience in antitrust compliance, Iwould say this is the rule rather thanthe exception. The general counsel orantitrust lawyer writes it and the CEOsigns it (with or without reading it).Of course, employees (who are fairlysmart on these types of things) know that thisis from the lawyers, not the CEO.Interestingly, guidance written by the UK’sOffice of Fair Trading (OFT) on how to do acompetition law compliance program seems tocatch this point. 1 For example, the OFT’s guidancestresses the need for commitment fromsenior management and the board. But unlikesome of the other standards around, the OFTindicates that this means action, not just talk.The guidance makes a very good point aboutsenior management showing what they havedone to help the company comply, such asattending the compliance training themselves.It tells management that “They need todemonstrate this commitment through theiractions clearly and unambiguously.”Another suggestion from the OFT is “theremainder of the board of directors (or seniormanagement team if the business is not acompany) challenge the effectiveness of compliancemeasures that have been undertaken,for example by asking questions about whatis being done to identify, assess, mitigate andreview competition law risk.”Tone at the top is not“talk at the top;” it shouldmean action at the top tosupport your program.In an article I wrote for ethikos magazine 2 afew years ago, I offered a list of 11 steps a CEOcould do to make a difference, without eversaying the words “ethics” or “compliance.”Something as simple as having an obviouslyused copy of the company code of conduct onhis or her desk could send a subtle but importantmessage. Going around the table at anexecutive staff meeting, asking each VP whathe or she had done to promote the programwould be another, more dramatic step. TheCEO could call the helpline with a question(I once heard a CEO say he had done this—tothe apparent surprise of his ethics officer), orpublicly turn down a business trip because ofthe appearance of a conflict of interest.The CEO and other executives can setthe tone at the top in many ways, but start bypromising not to preach. ✵1. UK Office of Fair Trading: Quick Guide to Competition LawCompliance. www.oft.gov.uk/shared_oft/ca-and-cartels/competitionawareness-compliance/quick-guide.pdf2. Joe Murphy: “How the CEO Can Make the Difference in Complianceand Ethics,” ethikos , vol. 20, no. 6; (May/June 2007)Joe Murphy is Of Counsel to Compliance Systems Legal Group andEditor-in-Chief of Compliance & Ethics Professional Magazine. He may becontacted at jemurphy@voicenet.com.78 www.corporatecompliance.org +1 952 933 4977 or 888 277 4977