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A busy CEO’s to do list: � tee time; � massage; � dinner reservations; � corporate compliance program. Then the headline “Largest Bankruptcy in U.S. History” hits him hard. The CEO’s revised to do list: � tee time; � massage; � dinner reservations; � compliance program. Within days the next bombshell headline is splashed before him: “Big Five Accounting Firm Fights for Its Life.” It stokes fresh waves of panic, and the CEO hones the list: � tee time; � massage; � dinner reservations; � compliance program. Get the point? There’s nothing — well, almost nothing — more important to the average CEO than avoiding prison, and there’s nothing like a good corporate compliance program to keep the big guy (or gal) out of the big house. In the age of Enron, with everyone running for cover, it’s past time to dust off the trusty compliance program at the workplace and see if it still fits the bill. Unfortunately, for far too many companies, a compliance program is nothing more than a decaying, dated document buried in the general counsel’s drawer. That makes the musty program as effective as a condom locked in a safe. To be real, a compliance plan must be a living, breathing, changing document. The best plans are crafted to the specific challenges of the company and not simply downloaded from the Internet (although the Web is a good starting point for model programs). Specificity and clarity are virtues in addressing real issues faced by employees and drawing clear lines where possible. For example, many corporations and government agencies either prohibit or set specific dollar amounts on “free lunches” from those who do business with them. Others disallow gifts from vendors in excess of $50. The best compliance plan in the world, however, is useless in a polluted corporate culture. Thus, the plan should be aspirational by spurring employees to new ethical plateaus. It should discourage employees from pushing the envelope and urge them to avoid gray areas. By facilitating the free flow of information, a fully functioning plan serves to prevent wrongdoing or, failing that, to detect early any impropriety. Resources, such as ethics advisers, are provided to respond to employees’ concerns; and well-publicized avenues, such as hot lines, are open to all employees to report (anonymously, if desired) suspected lapses. The earlier a company detects a problem, the sooner it can be corrected and the less likely law enforcement is to come down hard on the company, the CEO and others. With the fate of companies and their officers, directors and employees on the line these days, it is suicide for a corporation not to invest heavily in devising and maintaining a state-of-the-art compliance program, complete with frequent training sessions. It can make all the difference whether a company alerts law enforcement to a problem or vice versa. No compliance plan guarantees a squeaky clean environment, but an effective program maximizes the odds that the company will discover its warts first and early, giving it the option of being the good guy and notifying the government. Think of the corporate compliance plan as an insurance policy. And think of the time and effort spent in continuously reviewing and revising the plan as annual (or, better yet, semi-annual) premiums. The goal is to ensure that no one trades his pinstripes for prison stripes. Paul Coggins is a principal in the Dallas office of Fish & Richardson, a national intellectual property, complex litigation and technology firm. He is a former U.S. Attorney for the Northern District of Texas.

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