It comes with the territory. If a company that does business around the globe is going to keep its lawyers out of court, it had better find an effective way train its workers on the myriad regulatory laws and regulations they must abide by.
At Praxair, a leading manufacturer of industrial gases based in Danbury, the company's 50 in-house lawyers take that duty seriously. The benefits are many, not the least of which their efforts save the company money in litigation costs.
"It's also about safeguarding our company's integrity," said Mark Nielsen, the assistant general counsel and chief compliance officer at Praxair. "It's critically important that we maintain the trust of our customers and our employees."
The company, which does business in 50 countries worldwide to the tune of $10 billion in annual sales, is what Nielsen called "strongly committed to performance." But when a company has a goal of strong sales performance, there can be a lot of "pushing and pulling" to gain business and influence, he said, especially in developing markets where business ethics might be somewhat different than they are in the U.S.
The company's legal department is responsible for making sure that all business transactions are done under the strictest of ethical and legal scrutiny. And while no compliance program can prevent all litigation — Praxair still encounters environmental, tax, anti-trust and employment claims in the ordinary course of business — the compliance program has been directly responsible for helping the company reduce litigation costs, Nielsen said. "Compliance is definitely a priority," he said.
In recognition of Praxair's aggressive compliance training programs and innovative local compliance review boards, the Connecticut Law Tribune has named its legal team one of the Legal Departments of the Year.
Praxair's legal department helped to create and lead a training program aimed at protecting the 26,000 employee company from running afoul of regulatory laws, ranging from those dealing with anti-trust and environmental protection to employment-related whistleblower claims. One of the biggest focuses in the past year has been on the Foreign Corrupt Practices Act, which bars U.S. companies from providing improper payments or gifts to foreign officials in order to facilitate business interests. FCPA prosecutions have increased significantly in recent years.
James T. Breedlove, Praxair's general counsel, joined the company in 2004 after working as senior vice president and general counsel at GE Equipment Services. He brought with him extensive experience in corporate governance, antitrust and litigation management.
Under his leadership, along with that of CEO Stephen F. Angel, the in-house compliance program has been expanded. For example, the program now includes an internal investigation component to ensure that employees know that accountability exists for all business transactions in which they are involved. The advantages of a robust compliance program are many, Nielsen said.
Praxair's lawyers train their management executives how to avoid violating anti-bribery and other regulatory laws, to ensure a culture of ethical business practice from the top down. By conducting regular compliance training workshops for managers and conducting internal reviews of its own global business deals, Praxair has managed to avoid adverse prosecutions for alleged violations of the FCPA.
"We feel that compliance is part of our DNA as a company," Breedlove said.
Nielsen, who spent two terms as a state senator in Connecticut and worked as a legal counsel for former Massachussetts Governor Mitt Romney before returning to the private sector, was hired by Praxair in 2009. He said they were thrilled with the Law Tribune's accolade and explained that the one of the company's fundamental management principals is that "ethics and business are inseparable at Praxair."
Over the past few years, the company has organized 27 compliance review boards, one in each of its offices. The boards are made up of legal, human resources and operations managers. Board members work together to develop and provide training exercises.
Nielsen's team of 25 lawyers are an important piece of the program, because they study changes to the relevant laws, including anti-trust rulings and recent prosecutions under the FCPA. The lawyers then provide frequent updates to the programs, which are called "modules." The training programs are designed to ensure employees don't violate ethical provisions of the law when doing business with any government entity.
In receiving instruction on how to do business with governments, Nielsen said, all Praxair employees are told to get approval of the legal department before submitting bid proposals. They are trained on restrictions involving gifts or payments from government officials. "This is very important," Nielsen said, "because non-compliance of these requirements can create legal exposure for both the company and the employee, including possible criminal prosecutions and substantial monetary fines…Our goal is to make a basic understanding of these regulatory areas part of Praxair's ingrained culture."
Over the past couple of years, Praxair has also developed an Integrity Hotline. The 24-hour hotline is staffed by a third-party service and fields complaints from Praxair workers involving alleged wrongdoing, dishonesty, theft, harassment or other employment law-related concerns. Reports can be made anonymously, and there is a strict policy of non-retaliation in place to protect anyone who uses the hotline. Nielsen said the company is committed to investigating all reports. When possible, the outcomes of those investigations are shared with those involved.
Nielsen said that since he joined Praxair as its compliance chief, he's learned several important lessons. One is the fact that companies must take care to know all of their employees and consultants very well.
"Anyone authorized to work or interact with a government officials on the company's behalf should be subjected to a thorough background check," he said. "One cannot assume that an agent or consultant is acceptable solely because he or she represents other well-known multi-nationals. Third-party background checks are a must."
Although most of the compliance work is handled internally, Praxair does sometimes use outside counsel. "There are times when an internal investigation can be best performed by outside counsel because of the need for greater independence, possible privilege protection, or because of scope and resource demands," Nielsen said. "Outside counsel can be particularly helpful if there is a likelihood of follow-on enforcement actions or civil litigation."
In building his own company's program, Nielsen's enthusiasm for corporate compliance has made him well-known in the field. He has led seminars on the subject across the county, in which he stresses the importance of a company to build public trust by showing that they adhere to all laws. Nielsen said he continues to be inspired by a lesson his former life in politics taught him about maintaining a positive reputation. "In the political world, I saw instances where a positive reputation, painstakingly built over the span of years, could be lost overnight," he said. "The same is true in the business world. To me, companies need to invest in compliance, and constantly be on their guard."•