How to manage if a conflict of interest arises in your organization?
Scenario: It’s Friday, July 3, and the General Counsel is on holiday. At 4 PM, you get a call from someone who tells you he has a deal with the CEO to be put on the Board of Directors. He further says he’s held up his end of the agreement to loan the CEO $5MM for a Board seat. He says he has the email traffic and will file a suit unless he is named to the Board within three days. He says the GC has approved this deal and is on the email trail.
What can you do? You review the code of conduct and believe it’s a Conflict of Interest (COI). There are four new Board members. Did they have similar arrangements?
In this episode, Compliance Evangelist Thomas Fox and Kortney Nordrum, Regulatory Counsel & Chief Compliance Officer, Deluxe Corporation, thresh out what to do if you are in a similar scenario and assess the best approach and manage corruption within your organization.
Key takeaways in the episode:
✔️ Make your first call with outside counsel. If members of the BOD are suspect, you wouldn’t want to tip them off by calling the Audit Committee chair – especially if that individual may be part of the problem.
✔️ Push to have outside counsel perform the special investigation instead of the BOD. That way, the results are above reproach.
✔️ Board membership should be vetted by counsel, especially when it comes to COI.
✔️ Reiterate that disclosing a conflict of interest is required, but that doesn’t mean that the conflict will cause a problem. Conflicts have to be managed. Some of them will result in the Board, the CEO, executive leadership, or members of the workforce not being able to take the actions they want to take.
✔️ Use COI incidents as an opportunity to retrain, reeducate and build awareness with the rest of the workforce on conflicts of interest and the code of conduct.
✔️ Train people in person on conflicts of interest and use real-life examples. COIs can be much broader, and ensure you name those. It can be sending business to a relative, a wife, or a child on the payroll can be a wide variety of things.
✔️ When you’re appointing so much of the Board and looking for people to help run your company, full diligence is really important.
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Welcome to SURVIVE AND THRIVE, the newest addition to the Compliance Podcast Network. This is a podcast where we unpack compliance, crisis disasters and walk you through all the red flags which appear, and give you some lessons learned going forward. This show is hosted by Compliance Evangelist Thomas Fox and Kortney Nordrum, Regulatory Counsel & Chief Compliance Officer, Deluxe Corporation.
Do you have a podcast (or do you want to)? Join the only network dedicated to compliance, risk management, and business ethics, the Compliance Podcast Network. For more information, contact Tom Fox at tfox@tfoxlaw.com.
