Page 20 - CCCA 226419 Magazine Fall 2014

{ Feature } The signif cant liability risk of prosecution must be managed “ “ With in-house counsel on both by a corporation’s legal team, but how does general counsel stay ahead of the curve? One way is to remove ambiguity from cor- sides of a transaction they really understand the business and porate compliance rules. For example, led by Ripley, Goldcorp began sharpening its understand the business intent policies prohibiting bribery and corruption in 2013. Through around the transaction. ” surveys and interviews of employees at operations in seven coun- Dorothy Quann, VP & GC, Xerox Canada tries, Goldcorp clarif ed its stand on so-called facilitation pay- ments, permitted in some jurisdictions but banned in others. “We decided that essentially bribery is bribery and let’s be Meanwhile, she adds, some customers assume “if you can do black and white about it and say no, we are not going to allow it in the U.S., it is f ne in Canada, and that is not necessarily it,” says Ripley. The revised policy, introduced last December, true.” For example, Canada has stronger employment protec- came with online and in-person training, especially at sites tion laws than the U.S., a difference that needs to be incorpo- most at risk of non-compliance. rated in sub-agreements to the global contract. Developing a global contract means in-house counsel have to identify processes and structures that work internally as well “ our regional legal teams are as for clients worldwide. “It becomes an exercise in global col- playing a very important role. laboration,” says Durand. they are ambassadors for our The “think locally, act globally” philosophy also applies when corporate initiatives. companies expand their international operations. ” Automotive supplier Magna International Inc., which oper- Riccardo Trecroce, VP & GC, Americas and Asia, Magna International Inc. ates in 25 countries, has enlarged its manufacturing presence in South America through expansions and acquisitions in Brazil and Argentina. Given the proliferation of compliance rules, in-house coun- “These are highly regulated countries with signif cant eco- sel say they also look for ways for all employees to take respon- nomic and political challenges,” says Riccardo Trecroce, Magna sibility for following the law. vice-president and general counsel, Americas and Asia. “That “We believe the best way to maintain compliance is to push adds a whole new dimension in an environment where there is compliance to the lowest level possible,” says Daniel Desjar- high inf ation, highly-regulated tariff barriers and other regula- dins, senior vice-president, general counsel and corporate sec- tions that make doing business challenging.” retary for Bombardier Inc. With manufacturing facilities and Magna has hired a team of four in-house lawyers in South engineering sites in 26 countries and an international network America to provide on-the-ground legal guidance. “Our regional of suppliers, Bombardier had to respond when the European legal teams are playing a very important role in supporting our Union introduced complex regulations in 2007 banning certain business groups as they expand into these new markets,” says Tre- chemicals seen as harmful to people and the environment. croce. “They are ambassadors for our corporate initiatives.” “There were thousands of pages of regulations about what you have to disclose in your product,” says Desjardins. “Our en- gineers have to make sure they understand the regulation so stayIng VIgIlant on complIance they design trains and planes without these chemicals and the For corporate counsel, perhaps no task is more critical than over- procurement person has to know what he can and can’t pro- seeing compliance obligations, especially with escalating global cure,” he says. Bombardier lawyers developed processes and enforcement of foreign corrupt practices, bribery and anti-trust. controls to ensure compliance with the regulation. “The rules have been there for a while but what we have seen for the last decade is massively enhanced enforcement of laws on bribery, sanctions and export controls, and for the past de- adaptIng and ImproVIng practIces cade or two on anti-trust,” says Milos Barutciski, co-chair of the “The world is constantly changing so the way you respond to it International Trade and Investment Group at Bennett Jones has to constantly change as well,” says Magna’s Trecroce, citing a LLP. He adds that enforcement of Canada’s Corruption of For- “signif cant increase” in attention to compliance issues over the eign Public Off cials Act, passed in 1999, began in earnest only past f ve years. several years ago. Since 2011, an ongoing investigation of the global auto parts sector by the anti-trust branch of the U.S. Department of Jus- “ “ some customers assume ‘if you can tice has netted guilty pleas by 26 executives and 28 companies worldwide and f nes of $2.4-billion U.S. for price f xing, bid rig- do it in the u.s., it is f ne in Canada,’ and that is not necessarily true. ” ging and other anti-competitive practices. Though not a target, Magna used the investigation as a cata- Tracey Durand, SVP, corporate and legal affairs lyst to review its practices worldwide. The result, says Trecroce, & GC, Sodexo Canada Ltd. is a “robust and effective” legal compliance program that in- cludes an expanded company code of conduct and ethics and 20 CCCa Magazine | Fall 2014 autoMne