Making the CCO an Independent Voice in the C-Suite

In January/February 2013, the Society of Corporate Compliance and Ethics (SCCE) polled 800 compliance and ethics professionals on the topic of whether the chief compliance officer should report to the general counsel, and 80 percent said: "No." The same group overwhelmingly said that the GC should not attempt to also serve as the CCO — a whopping 88 percent.

Here is my shocked face :-0

No doubt some will dismiss these results as the C&E profession questing for power, a turf battle between GC and CCO — a kind of Hunger Games competition with each trying to convince top management and boards of their primacy. But such blithe cynicism would be overlooking the complexity of issues, common-sense reasoning, and wealth of settlement agreements, government guidance, regulatory action, and anecdotal data in support of separating the two roles.

I’ve also heard some complain that the momentum for CCO independence is being driven by non-lawyers. Nonsense. A large percentage of CCOs are lawyers (although the significant number of successful CCOs without legal backgrounds testifies to the fact that compliance is not a legal function). Also, as illustrated by the SCCE survey, CCOs regard their in-house legal colleagues as close and valued allies with whom they enjoy a positive working relationship.

But none of that changes the fact that compliance and ethics is an entirely separate profession that requires distinct competencies and expertise — and autonomy from management — to do its job well. As some of the survey comments specifically noted, it is pretty hard to make a case for that autonomy when the CCO reports to the GC, and essentially impossible where the CCO is the GC.

Having spent years on the ground in both camps (as both in-house counsel and chief compliance officer) and hearing countless anecdotal stories on the topic, I can say with absolute conviction that a "turf battle" is the least of the C&E profession’s concerns. These are the folks that former federal prosecutor Michael Volkov has called the "unsung heroes" of the workplace and his 2011 Person of the Year.

Compliance officers are often the least political, least power-hungry folks at the company holiday party. It may sound cliché, but most CCOs are driven by their own internal desire to "do the right thing," — i.e., just what they ask their company colleagues to do every day. And they do this, more often than not, without personal recognition, career protection, or understanding of the job by others whose support they need to do the job well. Many work under extraordinarily difficult circumstances — under so much stress, in fact, that in a 2012 survey 60 percent pondered leaving their jobs.

Does that sound like a power-hungry professional profile to you? I’d say there are safer ways to get ahead in life, like bank robbery. Because at least then you have a gun and a getaway car …

The CCO mandate is ambitious, broad, and complex: no less than to oversee their organization’s ability to "prevent and detect" misconduct. It requires, as its basic platform, an appropriate reporting structure, access to top management and the board, and resources that will enable the CCO to discharge that mission. The SCCE survey results show that most CCOs do not believe that either a double-hatted GC/CCO role or a reporting line through the legal department meet these standards, as further illustrated by the following comments by participants: