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Of all the proverbial hats that general counsel don, one question that comes up again and again is: should they also be chief ethics and compliance officer? At the recent Global Ethics Summit, Holland America general counsel and chief ethics officer Kelly Clark told CorpCounsel.com that the arrangement works for her organization, and the conference, co-hosted by Ethisphere and Thomson Reuters, offered several variations on this idea. During a chief legal officers panel, moderator William Lytton, former general counsel of Tyco International and International Paper, said that, historically, compliance was seen as a natural fit within the legal function—plus, no one else in the company typically wanted to take it on, he added. But combining responsibilities for legal and ethical oversight has proven controversial at times. Back in 2003, Iowa’s Republican Senator Chuck Grassley excoriated the general counsel of Tenet for wearing both hats, and Fannie Mae has been criticized [PDF] for not having a distinct compliance and general counsel functions. Lytton put it to his panelists this way: Whether compliance is part and parcel of the GC’s function, or not, “there may be risks and opportunities” associated with both models. Brian Martin, general counsel of KLA-Tencor Corporation, which makes semiconductor equipment, is also the company’s compliance chief. The obvious risk in that setup is that “there’s no watchdog,” he says. At the same time, “the assumption is: the legal team knows, the legal team gets it.” At infrastructure magnate AECOM, the chief ethics and compliance officer reports to general counsel Nancy Laben. She believes that an important component of that dynamic is that the individuals are the right fit, personality-wise, for the roles they are assigned. The inherent opportunity, she said, is that legal and compliance form a broader group and can borrow from one another if need be. Before ceding the floor to the following panel, Lytton told the audience that this is a key issue in the modern corporate structure. Companies need to think about what would work best for them, he said, and GCs need to help lead that discussion in-house. On the flip side, the event’s next panel, “Evolution of the CECO Role: How Far We’ve Come,” examined the rise of the chief ethics and compliance officer position. “This has truly become a profession in the last 20 years or so,” said moderator Scott McCleskey, global head of financial services regulation at Thomson Reuters. Elliot Fisch is chief compliance officer and director of internal audit at Easton-Bell Sports, Inc. He’s not an attorney, though he does liaise with GC’s office, he said. He also covers a wide swath of issues, including anticorruption programs, fraud risk, vendor due diligence, and handling the company’s code of conduct. “I’m basically the red flag person with the board, to keep them aware of where the risks are,” Fisch said. Alan Yuspeh, chief ethics and compliance officer at the Hospital Corporation of America, emphasized that he and the general counsel do different jobs altogether, with distinct responsibilities falling to each one. He also said that compliance officers need to be viewed within companies as peers of the HR and legal chiefs. Kimberly Strong, chief ethics and compliance officer at Consolidated Edison of New York, said that as far as the reporting chain goes, it can really depend on who’s in the role above the CECO. In her experience, she has found reporting to GCs “generally to be very successful.” The general counsel understands what she does, she said, and helps make sure the CECO has someone to back her up at the table when decisions are being made.

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