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CCCA_V3No2_Dept-Compliance-FIN.qxd:CCCA_V1No2_Dept-CourtLeg-V1.qxd 4/28/09 11:31 AM Page 13 Compliance by board of directors and committees. So, Additionally, the economic crisis has rules from the CCCA and the Canadian the corporate secretary,which is a role that led to some unforeseen challenges for Society of Corporate Secretaries.” many in-house counsel fulfill,needs to co- growing companies. “We have been very Koch also recommends being proactive ordinate better with the board and its busy during the last 18 to 20 months,” and making the case for spending as much committees. This is a much more active says Preston. “In part, it’s because of the on compliance as necessary up front.“For role for the board, and this is one more tough economy and the need to finance us, it’s like preventative medicine versus group that in-house counsel have to con- the corporation properly.” triage. Once you’re in the emergency stantly work with.” room, it’s too late — the problem is going “You have to develop a culture of com- Preventative medicine to be hard to fix and expensive,” he says. pliance in which everybody in the organ- But while this double-barreled threat of “Avoiding the problem in the first place ization is responsible,” adds Koch. “You an increased compliance workload and makes good business sense.” also have to ensure that management buys reduced budgets poses significant chal- As for Preston, she says what’s really in and that senior managers walk the walk lenges, there are ways to cope and come important is for the rest of the enterprise to and talk the talk.” out ahead. understand its role when it comes to com- The challenge, however, is to do all of Richard recommends that you educate pliance, because legal cannot do it alone. this successfully when legal departments yourself thoroughly and disseminate that “Define the roles for the entire organiza- are under pressure to curtail spending. information throughout the company.“We tion. Get competent people to become “We’re now doing more with less,” Koch need to take advantage of resources that are compliance officers in each respective sub- points out. “While regulatory obligations available free of charge. There is lots of ject matter and then police the various are increasing, budgets are decreasing or advice that external counsel can give from departments’ related responsibilities. The being held constant, and legal depart- their bulletins at no charge.This is the best rest is good, legal management.” ments are either instituting hiring freezes way to know what new rules are coming. or contracting.” We can also get a good rundown on those Pablo Fuchs is aToronto-based business writer. ÉTÉ 2009 CCCA Canadian Corporate Counsel Association 13