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CCCA_V5No4_AntiBribery-FIN_CCCA_V1No1_DriversSeat-FIN.qxd 11/21/11 11:53 AM Page 19 Cover look carefully to see if they have proper measures in place… and Good policies begin with an ethical culture, others point out. they need to decide if they want to adopt the highest standards.” “A good defence is a good offence, and that’s having a strong Corporate counsel are responding with a fresh look at their culture,” says Eric Miller, senior vice-president, general counsel compliance policies. Some, like McCain Food Ltd., are adopting and secretary with Calgary-based Nexen Inc. “You can have all the highest standards to bulletproof their operations. Others point the programs in the world, but if you don’t have an ethical cul- out that having an ethical culture to begin with is the first step in ture, the game’s lost.” adjusting to the new reality. Nexen builds on that culture with a “robust anti-corruption McCain Foods, the world’s largest producer of frozen French program in which risk-based training is provided for different fries and frozen foods, has 20,000 employees and 55 production people at different levels of risk,” says chief compliance counsel facilities in 12 countries. The New Brunswick-based company Martin Mueller. The company provides targeted training for hired Christa Wessel as chief legal officer in April 2010 “to raise employees who can effect a bribe, those who can see it (their the bar” and develop an anti-corruption program. supervisors) and for financial people, who also receive training in Wessel had helped Siemens set up its anti-bribery policy after it forensic accounting. paid the record fine. McCain already had an “excellent” code of The strength of the company’s compliance program means the conduct that dealt with anti-corruption, but based on the promi- impact of recent changes, particularly those relating to the U.K. law, nence the issue was gaining, Wessel decided to roll out an anti- won’t be felt as deeply, Mueller says. “We now have to flush out our corruption policy that expanded and integrated the code of conduct. practices to the private side; what we didn’t have was a document The policy, which is supported by management and a strong dealing with corruption in the private sector,” he says, pointing out in-house training and e-learning program, provides more con- Nexen’s British operations are wholly at risk of the new laws. tent and explanations of the rules in the code of conduct. “It’s “Overall, we’re very happy with our program and ensuring that important for our people on the front lines to give them context the right people get proper risk-based training,” he adds. “That, as to why we’re asking them to follow certain procedures and fundamentally, hasn’t changed. But what has changed is the aggres- why it’s important to be aware of corruption risks,” Wessel says. siveness of regulators in Canada and other countries. They now The policy aims to employ the highest standards. “The have more dedicated prosecution staff and this is evident when you approach we are taking is to use the OECD’s Good Practice look at the size of the judgments. In the U.S., the Department of Guidance on Internal Controls, Ethics and Compliance as the Justice is now even looking for jail terms.” Merck, whose parent is based in the U.S., falls under the FCPA ALENA GEDEONOVA many OECD countries,” she says. “Facilitation payments are and, thus, it has had anti-corruption compliance programs for principles in our anti-corruption policy because we operate in now prohibited in the U.K. and we’ve chosen to adopt that many years, Amita Kent points out: “Having said that, our programs are global to begin with, and applicable to all. They approach in order to hold ourselves to the highest standards.” HIVER 2011 CCCA Canadian Corporate Counsel Association 19