When it comes to the relationship between legal and compliance, I reminisce to my days refereeing fights between my children (before they hit the ripe old age of the 20s) . I hate to refer to the days of Rodney King asking the US public – “why can’t we just get along?”
There is a lot of truth in both of my references but it is time for CCOs and GCs to lay down the gloves and work together for the common good. In some ways, they are fighting over a very small piece of the pie; instead they should join forces and promote greater corporate influence. After all, they are arguing for much the same thing – senior leadership commitment to legal and ethical compliance. They both need each other and the sooner they realize that the better.
Unfortunately, and I hate to castigate my legal brethren, the legal profession continues to express its insecurity and fear of CCOs and their rise in the corporate governance organization. For some reason, the legal community sees CCOs as a threat. I hate to remind the legal community but this is not a zero-sum game – one does not win at the expense of the other.
Sometimes I fear lawyers suffer from paranoia. They see grander schemes and conspiracies among compliance professionals and senior management than actually exist. In reality, the elevation of a CCO inescapably leads to the rise of the legal players in a company – one cannot operate without the other.
Frankly, I would urge a general counsel to meet with a CCO and map out a plan for raising the awareness and role of ethics and compliance in a company. They should work together to map out a protocol for dividing responsibilities and assignments between the two to reinforce each other as important corporate players.
As I often analogize, lawyers define the legal boundaries for corporate conduct – what is legal and what is illegal. CCOs have a different function – they adopt and implement processes, controls, communication and training to ensure that corporate actors stay within the boundaries defined by the lawyers. That is not hard to understand. It is a clear demarcation of responsibilities.
If this overarching agreement is reached, paranoia is brushed aside, then a CCO and lawyers should be able to define a protocol based this common principle. CCOs are not lawyers and do not define what is legal or illegal. They take the advice of lawyers and build compliance controls and protocols around legal principles to ensure compliance.
For example, however a legal officer defines a legal issue, e.g. relating to gifts and thresholds for review, a CCO’s job is not to redefine the principles and policies defined by the lawyers but to adopt policies and procedures needed to enforce these legal policies and monitor corporate actions to make sure that such legal limits are followed.
In the end, the difference between a lawyer and a compliance officer is very distinct but their purpose is shared and their mission is common. So why does it appear that they cannot work together or that they fear each other?
It is time to lay down the arms and begin the work that needs to be completed – a common purpose of ensuring corporate compliance and adherence to the rule of law. Let’s get started on this and let bygones be bygones – it is time to join together for the greater good.