Bringing The Board And The C-Suite Into The Fold: Promoting A Culture Of Compliance

by Michael Volkov

csuite2Compliance cynics have sometimes commented that when a company gets into trouble because of a misconduct by the Board of Directors or C-Suite officials that the company’s response is to increase training of mid and lower level managers and employees.

It is a cynical comment but there is some truth underlying the suggestion.  Compliance programs are designed, implemented and monitored under the supervision of the Board and senior executives.  In doing so, the compliance perspective focuses on getting the message out, making sure the culture is communicated throughout the organization.

Training and other communications avenues are used to promote the importance of compliance, the availability of reporting mechanisms, the swift and sure responses to any violations and the even handing out of disciplinary actions by violators inside the company.  It is important to spread the message and make sure it resonates throughout the company.

In carrying out this mission, however, compliance programs often overlook an important constituency: the Board of Directors and the C-Suite.  Little attention is paid to these important actors despite the fact that the impact of a violation of the compliance program at their level could be disastrous.

In even the most basic requirements, compliance officers will turn a blind eye or omit to schedule the Board and the C-Suite for participation in basic compliance requirements.  Take a look in your company and see if the Board undergoes regular compliance training.  Do C-Suite personnel have to sign annual certifications of compliance with the code of ethics?csuite8

If your Board or C-Suite is subject to the full panoply of compliance requirements, that is an important first step in building a compliance program with credibility.  If the Board and the C-Suite do not attend annual live training programs and regular online training events, there is a fundamental disconnect, a credibility gap inside the company.

The Board and the C-Suite need to set an example for the rest of the company.  They cannot be excused from basic requirements of the compliance program.  If anything, they should set an example by embracing the requirements, demonstrating their commitment to following policies and procedures and doing so in a way which can be publicized in the company to the benefit of the company’s culture of compliance.

There is nothing more damaging to a compliance program than one that is disparate in its requirements, its treatment and its overall message.  For example, if disciplinary actions are meted out in an uneven fashion among similarly situated managers to the detriment of mid-level managers, you can rest assured that whatever culture of compliance there is will be quickly decimated as more managers and employees learn about these results.

Companies have to be built on a foundation of fairness and integrity.  When this foundation is gone, the company’s culture will be lost.  The Board of Directors and the C-Suite have to understand that they are not above the fray or the requirements of other employees in the company.  They are subject to the same requirements contained in a code of conduct and a compliance program.

csuiteCompliance officers cannot shirk their responsibility.  They cannot avoid the difficult conversation with the CEO and other C-Suite officials requiring them to undergo training and to execute required certifications.  A same message has to be communicated to the Board of Directors.  The CCO has to carry that message and carry out some difficult conversations with these company officials to make sure that they comply.

DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

© Michael Volkov, The Volkov Law Group | Attorney Advertising

Written by:

Michael Volkov

The Volkov Law Group on:

Readers' Choice 2017
Reporters on Deadline

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:
Sign up using*

Already signed up? Log in here

*By using the service, you signify your acceptance of JD Supra's Privacy Policy.
Custom Email Digest
Privacy Policy (Updated: October 8, 2015):

JD Supra provides users with access to its legal industry publishing services (the "Service") through its website (the "Website") as well as through other sources. Our policies with regard to data collection and use of personal information of users of the Service, regardless of the manner in which users access the Service, and visitors to the Website are set forth in this statement ("Policy"). By using the Service, you signify your acceptance of this Policy.

Information Collection and Use by JD Supra

JD Supra collects users' names, companies, titles, e-mail address and industry. JD Supra also tracks the pages that users visit, logs IP addresses and aggregates non-personally identifiable user data and browser type. This data is gathered using cookies and other technologies.

The information and data collected is used to authenticate users and to send notifications relating to the Service, including email alerts to which users have subscribed; to manage the Service and Website, to improve the Service and to customize the user's experience. This information is also provided to the authors of the content to give them insight into their readership and help them to improve their content, so that it is most useful for our users.

JD Supra does not sell, rent or otherwise provide your details to third parties, other than to the authors of the content on JD Supra.

If you prefer not to enable cookies, you may change your browser settings to disable cookies; however, please note that rejecting cookies while visiting the Website may result in certain parts of the Website not operating correctly or as efficiently as if cookies were allowed.

Email Choice/Opt-out

Users who opt in to receive emails may choose to no longer receive e-mail updates and newsletters by selecting the "opt-out of future email" option in the email they receive from JD Supra or in their JD Supra account management screen.


JD Supra takes reasonable precautions to insure that user information is kept private. We restrict access to user information to those individuals who reasonably need access to perform their job functions, such as our third party email service, customer service personnel and technical staff. However, please note that no method of transmitting or storing data is completely secure and we cannot guarantee the security of user information. Unauthorized entry or use, hardware or software failure, and other factors may compromise the security of user information at any time.

If you have reason to believe that your interaction with us is no longer secure, you must immediately notify us of the problem by contacting us at In the unlikely event that we believe that the security of your user information in our possession or control may have been compromised, we may seek to notify you of that development and, if so, will endeavor to do so as promptly as practicable under the circumstances.

Sharing and Disclosure of Information JD Supra Collects

Except as otherwise described in this privacy statement, JD Supra will not disclose personal information to any third party unless we believe that disclosure is necessary to: (1) comply with applicable laws; (2) respond to governmental inquiries or requests; (3) comply with valid legal process; (4) protect the rights, privacy, safety or property of JD Supra, users of the Service, Website visitors or the public; (5) permit us to pursue available remedies or limit the damages that we may sustain; and (6) enforce our Terms & Conditions of Use.

In the event there is a change in the corporate structure of JD Supra such as, but not limited to, merger, consolidation, sale, liquidation or transfer of substantial assets, JD Supra may, in its sole discretion, transfer, sell or assign information collected on and through the Service to one or more affiliated or unaffiliated third parties.

Links to Other Websites

This Website and the Service may contain links to other websites. The operator of such other websites may collect information about you, including through cookies or other technologies. If you are using the Service through the Website and link to another site, you will leave the Website and this Policy will not apply to your use of and activity on those other sites. We encourage you to read the legal notices posted on those sites, including their privacy policies. We shall have no responsibility or liability for your visitation to, and the data collection and use practices of, such other sites. This Policy applies solely to the information collected in connection with your use of this Website and does not apply to any practices conducted offline or in connection with any other websites.

Changes in Our Privacy Policy

We reserve the right to change this Policy at any time. Please refer to the date at the top of this page to determine when this Policy was last revised. Any changes to our privacy policy will become effective upon posting of the revised policy on the Website. By continuing to use the Service or Website following such changes, you will be deemed to have agreed to such changes. If you do not agree with the terms of this Policy, as it may be amended from time to time, in whole or part, please do not continue using the Service or the Website.

Contacting JD Supra

If you have any questions about this privacy statement, the practices of this site, your dealings with this Web site, or if you would like to change any of the information you have provided to us, please contact us at:

- hide
*With LinkedIn, you don't need to create a separate login to manage your free JD Supra account, and we can make suggestions based on your needs and interests. We will not post anything on LinkedIn in your name. Or, sign up using your email address.