Page 18 - CCCA Magazine Summer 2014

{ FeatUre } � � � “ultimately, the document does nothing for you unless you have people who walk doIng the “rIght” thIng as guideposts and help managers, direc- the talk. so, it’s important In many ways, having a strong code of tors or decision-makers navigate through for the leadership of your conduct and ethical culture within an uncharted waters in order to know or de- company to speak of the organization is the f rst step toward hav- termine what to do in novel situations. If ing a strong culture of compliance. But anything, this has become more impor- values and how important unlike a compliance-related document tant in the modern context.” they are to the company.” or policy, “a code is not meant to be pre- Kosseim, who has been with the OPC scriptive and tell you everything that you since 2005, has seen f rst-hand the impact Eric Miller, SVP and chief legal should and shouldn’t do,” Fung explains. that a well-structured code of conduct off cer, Agrium Inc. Rather, as Wessel says, “It’s the overarch- can have in an organization when no laws ing set of principles or guidelines that talk have been set in place for a certain matter. about the kind of company you are and “Long before the [OPC] became subject the kinds of behaviour you expect.” to the Access to Information Act in 2007, The fact that a code of conduct is usu- [then privacy commissioner Jennifer ally void of strict rules makes it especially Stoddart] had already inculcated a cul- helpful in cases where the law hasn’t nec- ture here of openness and transparency, essarily caught up and you may not know and always led the organization to act as what the rules of the game are, according though we were subject to these laws,” she to Patricia Kosseim, senior general coun- says. “When we were made subject to the sel with the Off ce of the Privacy Commis- Act, compliance was all that much easi- sioner of Canada (OPC): “Ethics codes er… and it was inspired by a desire to do can certainly, and increasingly, help serve the right thing.” WalKIng the talK “If anything, [ethics So, what exactly should be the key ele- such as honesty, integrity and doing the ments in a code of conduct? According to right thing instead of the expedient thing, codes have] become � � � more important in the Eric Miller, senior vice president and chief according to Fung. legal off cer with Agrium Inc. in Calgary, It’s not just internally that the message modern context.” “A good code of ethics talks about respect needs to get across. “One of the key ele- for employees in the workplace, safety— ments in today’s changing world is that and puts it very high on the list, if not some of the new anti-bribery and anti- Patricia Kosseim, senior f rst—and will speak to doing more than corruption laws require compliance not GC, Off ce of the Privacy complying with the law. It also recognizes just of the company and its subsidiaries, Commissioner of Canada human rights, encourages people to speak but also of suppliers and joint-venture up and provides direction on how to raise partners you do business with. The U.K. concerns. When it has all those compo- Bribery Act is very clear about this,” says nents, you start to develop that [ethical] Janne Duncan, a partner with Norton culture. But ultimately, the document Rose Fulbright LLP in Toronto who’s in- does nothing for you unless you have volved in the f rm’s global business ethics people who walk the talk. So, it’s impor- and anti-corruption practice. “So, what’s tant for the leadership of your company very important for corporate counsel to to speak of the values and how important look at is having a code of conduct that they are to the company.” doesn’t just apply to your own subsid- This leadership component is criti- iaries and employees, but also to your cal—the board of directors and senior suppliers, consultants and joint-venture management need to promote by example partners. And another issue is how to a culture of adherence to a core set of val- conduct proper due diligence of these ues. People within an organization need parties to ensure they don’t embarrass to accept responsibilities for core concepts the company.” 18 CCCa Magazine | suMMer 2014 été