One of the ongoing topics for various Foreign Corrupt Practices Act (FCPA); UK Bribery Act or other anti-corruption and anti-bribery compliance conferences is what information does a Board of Directors want or need for oversight of a compliance program? However today I would like to step back and focus on the initial question of “What is the role of a Board of Directors?” In a recent preliminary draft of a White Paper entitled “Corporate Governance of Social Enterprises” (herein “the White Paper”) a group of European authors, Ann-Kristin Achleitner, Judith Mayer, Andreas Heinecke, Mirjam Schöing and Abigale Noble (collectively “the authors”), explored this most basic question and others including such topics as Board of Directors make-up and selection; Board of Directors meetings and management of the Board and its relationship with a company’s management.
A Board of Directors will probably have an Audit Committee or Compliance Committee. I would like to focus on the role of the entire Board of Directors, rather than a specialized subcommittee. By reviewing the role of a Board of Directors within an organization, this should shed light on the types of information that a compliance officer should be prepared to present to the. Starting with the proposition that a “well run Board can lift a significant burden off of the management team in the short-term and ensure the long-term success” of an organization, the authors posit three general areas. They are (1) Support; (2) Supervision; and (3) Approval of Management Decisions.