Donna Boehme – October 23, 2013
What happens when four (4) Inspectors General, one (1) SEC Official, one (1) Governance Queen, one (1) Book Author/Sky-Jumper and 1200+ compliance, ethics, risk and governance professionals come together in Washington D.C. for an annual conference during a U.S. government shutdown? Definitely, some big ideas.
And you know what Victor Hugo said about that: “There’s nothing so powerful as an idea whose time has come.” Shutdown be damned: Compliance and Ethics, Inc. was conspicuously open for business last week.
The keynotes alone provided a window into what’s ‘top of mind’ for compliance officers in 2013 and beyond. As one would hope, some of those were dynamic enough to spur outside the box thinking for this group. (Perhaps also spurred by the Miss Adams Morgan Pageant for local drag queen contestants attracting 2,000 to our same meeting hotel on the Saturday, but then, I digress). Here is my front-line report on some “big ideas” from the Society of Corporate Compliance and Ethics (SCCE) annual meeting this week:
1. “CCOs Are Not Hallway Monitors.” Once the “dirty little secret” of the profession, the unfortunate tendency for the chief compliance officer (CCO) to lack empowerment, independence, line of sight and seat at the table is now right there in the open at the general session open mike. It’s about time. And refreshing indeed it was to hear Stephen Cohen, SEC Assistant Director, Enforcement Division, comment on the need for CCOs’ “independence and authority” to do their job. Cohen also commented on the need for companies to create and elevate these jobs before, not after, the problems come to the attention of enforcers. Apparently, the SEC notices these things. That’s what we call ‘Board-worthy.’
2. Boards Need to Hear “Better Vocabulary” from Their CCOs. According to Nell Minow, renowned “Queen of Good Corporate Governance,” CCOs have not done an adequate job educating and informing their boards. CCOs need better vocabulary to resonate with Boards and get their attention given the always crowded agenda. “Risk” and “Branding” is a place to start. Another epiphany from Nell: CCOs should lose the extensive PowerPoints and ask the Board its opinion on key action items. (Whether Boards actually want to be asked, well that’s a conversation for another day.)
3. Even Inspectors General Have Resource Problems. A fascinating discussion moderated by SCCE Board alum and current Department of Justice Inspector General Michael Horowitz, shed some light on the challenges of executive agency Inspectors General. Seems even with their Congressional mandates and wide-ranging access to people, places and things (enough to instill significant envy in the CCO community), it seems IGs are people too, and even they lack resources. Which leads us to the ‘big idea’ here: government agencies need more than just IGs, they also need proactive FSG-style compliance programs, just like the private firms they seek to regulate. And this is where I get to plug the Rutgers Center for Government Compliance and Ethics, a nonprofit founded to support this very notion (and in full disclosure, where I serve as a member of the advisory board).
4. Be Nice, Because Everybody is a Broadcaster. Social media has transformed the way in which people get their news and for companies that means transparency is no longer optional. Because news of bad acts is immediate. The days of companies hiding and obfuscating bad news is over (think: Bhopal), and the focus is now on how to get ahead of the inevitable disclosure whether on Twitter, social networks, Instagram or YouTube. Peter Shankman, author of “Nice Companies Finish First” says it pays to be nice for just this reason. And sadly, the bar is set pretty low, explains Shankman, because “people expect to be treated like crap, and one step above crap is not even good.” LOL.
5. “Rationalization is Like Anesthesia for the Conscience.” You would think ethics guru Michael Josephson might find a roomful of cynical CCOs a hard sell. But his plain and articulate warning about the impact of “lawful but awful” rationalization just about brought the house down. This, my friends, is why most general counsels just don’t make good CCOs. A purely legalistic approach, or as other plenary speakers described it, an “overly technical” analysis of risk, tends to overlook the simple question of “should we”? Every so often even jaded compliance professionals need to be inspired and refreshed with a large serving of good old-fashioned Josephson ethics. That’s the kind of Kool-Aid we don’t mind drinking.
6. Ethics “Trickle Down” from the Boardroom. Boards that fail to step up as proactive overseers of compliance and culture, do so at their peril. As Bryan Cave partner and behavioral ethics observer Scott Killingsworth notes, the old notion of hiring the “right CEO” and then just getting out of the way, is no longer enough. After all, a quick scan of “Ripped from the Headlines” corporate scandal sheets confirms that it’s never the guy in the mailroom, and it’s almost always the executive in the C-suite, with the power, authority, and business-savvy to do the serious damage. It’s time to stop mindlessly chanting “Tone from the Top” as the C-suite mantra. Don’t get me wrong, we’ll take the ethical tone (especially if it includes some “walk the talk”), but the C-Suite needs direct application of engagement, monitoring, auditing, incentives and other compliance program elements well beyond tone, if we really want to get to the bottom of corporate misconduct. (See Item #1 above). The honor system doesn’t seem to be working.
7. There is No Crying in Compliance. And this from Judge Patti B. Saris, Chair of the U.S. Sentencing Commission: “Your hard work has made a difference.” Without a doubt, she was preaching to the choir, and experienced CCOs know the difference between a serious compliance program and mere window-dressing. What CCOs need to do now is to vote with their feet and go where the positions are structured for success, not failure. Because there’s no crying in compliance.
8. Peter Shankman Has the Coolest Business Card. Ever. Evidently in between sky-jumping, writing and Iron-Man training, one of the plenary speakers is a pretty clever marketing guy too. His business card, in the form of a casino chip, is the coolest business card this former CCO has ever seen, hands-down. Ok, maybe not a big idea, but CCOs can use some original small ideas too. I can hear the orders going out for Compliance and Ethics Day 2014 right now. Take a peek:
There you have it, beyond these and some other big ideas, thousands of other data points of best practice, lessons learned, and perpetual challenges were shared among 1200+ compliance professionals this week. No shutdown for the CCO! To me, the conference proved once again that CCOs are among the most passionate, generous, best-practice sharing and doggedly persevering group of practitioners around. We have to be.
Some journalists speculate that the CCO is the new “king of Wall Street, but as Roy Snell, SCCE CEO observes, this also seems to attract more and more Wizards of Smart from other professions who have never held the job, never spent any meaningful time with us learning about the profession, who think they should speak for us. We have to keep working hard to speak for ourselves and keep ahead of the curve.
Adapt or die, and big ideas. That’s just how we roll.
Some SCCE CEI Tweets: