Page 20 - CCCA64_2011

CCCA_V5No4_AntiBribery-FIN_CCCA_V1No1_DriversSeat-FIN.qxd 11/21/11 11:11 AM Page 20 Cover Martin Mueller Chief compliance counsel Nexen Inc. Calgary include live training, web-based training, refresher courses, test- It is also worth considering a dedicated compliance organiza- ing,internal audits and [whistleblower] hotlines.”The firm is cur- tion with independent functions that reports directly to the rently reviewing the U.K. legislation and exploring how it can CEO and has full-time compliance officers in place, Jutras adds. address it in its current policies. Those looking for more guidance on the matter would be wise Making the necessary adjustments is easier for companies such to look at the appendix to the Niko probation order, which sets as Nexen and Merck, which have had established anti-corrup- out the compliance program ordered by the judge,says Boscariol. tion policies for years. For corporate counsel at firms looking to “It’s a very interesting set of parameters and expectations.” develop and expand such policies, some preliminary work is Getting employees and third-party agents to comply with anti- necessary, experienced counsel agree. corruption rules and policies is a major challenge. In fact, it’s one First, they “need to make sure that, from a corporate perspec- of the greatest concerns for U.S. executives.A survey conducted tive, everyone’s on board, says Kent.“You need to have the board by management consultancy Deloitte LLP,released in September, and executives buy-in and provide the requisite funding.” showed that 90 per cent of 276 U.S. business executives surveyed Then, they must examine their businesses and see where the say their companies have anti-corruption policies in place cover- issues relating to anti-corruption risks arise. “Many companies ing bribes,but only 29 per cent said they were confident the pro- run before they walk,” says Wessel. “The approach we took at grams would prevent or detect corrupt activities. McCain was to focus on areas that were major issues for the A solution is to have an improper payments policy in place company, and making those areas our priority, such as expanding with thorough reporting tools, says Jutras.“We limit the number supplier due diligence.We can’t do everything at once, and we’re of people who have [authority to sign] contracts and we have trying to do it with existing budgets and resources.” procedures in place to approve any third-party representatives. The next step is to develop the policy, including all the ele- Anyone who represents us as an agent has to be pre-approved.” ments needed to ensure its success, such as mandatory training, As for reporting,Jutras says GE Capital has“highly developed soft- reviews to ensure the standards set out are being met and the ware that tracks escalations via workflows and ensures everything is policy is meeting objectives.A process should also be established documented and reported.It’s a very effective way of doing things.” MARNIE BURKHART to ensure the company learns from its mistakes, says Michel The net will continue to tighten.There is pressure on the fed- Jutras, compliance leader with GE Capital Canada in Montreal. eral government to bring back Bill C-31which would no longer 20 CCCA Canadian Corporate Counsel Association WINTER 2011