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Sarbanes Oxley : Thought Leader
Top-10 Corporate Ethics & Compliance Risks
Plus recommended topics for employee communications and other risk mitigation efforts
By
Richard Cellini
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Richard Cellini
Vice President
Integrity Interactive
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Ethical Corporate Culture
A commitment to corporate ethics and compliance
affects not just individual conduct, but organizational
behavior as well. Pro-compliance structures, incentives,
policies, practices, and procedures are critical in
building and maintaining a corporate culture of ethical
behavior and compliance.
Integrity Leadership
Code of Conduct
Corporate Citizenship
Human Rights
Antitrust & Unfair Selling Practices
Consumers are entitled to a marketplace free of
collusion, unfair restraints on trade, and other
improper selling practices. Anyone who attends trade
conferences, interacts with competitors, manages
resellers, or conducts sales and marketing campaigns
can find themselves on the wrong side of laws
protecting fair competition.
Antitrust Contact with Competitors
Monopolization & Predatory Pricing
Price Discrimination
Distribution Sales
Compliance Issues in Selling
EU Competition Law
Bribes, Gifts & Conflicts of Interest
Corporate employees are free to pursue their company’s
best interest, and to do so with vigor. But some forms
of persuasion are strictly regulated. Personal gifts and
incentives to key decision-makers (public or private) are
frequently forbidden. And conflicts-of-interest should
be carefully avoided and promptly disclosed.
Conflicts of Interest & Gifts
Foreign Corrupt Practices Act
OECD Anti-Bribery Requirements
Doing Business with the Government
Pharmaceutical Sales (Gifts & Conflicts
of Interest)
Financial Integrity & Fiduciary Trust
Financial wrongdoing and fiduciary misconduct are
never “victimless”; the true victims are often simply
unseen and unheard (i.e., the company’s shareholders
and the company itself ). Most laws regulating financial
integrity and fiduciary obligations exist to protect the
rights of corporate entities and the investing public.
Financial Integrity
Sarbanes-Oxley & Internal Business Controls
Insider Trading
Consequences of a Cover-Up
Recordkeeping & Reporting
Corporations should preserve all records required to be
kept by law, retain them for as long as required (but
often not longer), and disclose them to the authorities
and other third parties when appropriate. As a general
rule, corporate employees should think twice or seek
advice before destroying, altering, disguising, or
concealing corporate records and information.
Records & Information Management
Sarbanes-Oxley & Internal Business Controls
Wage & Hour Requirements (FLSA)
Information Security
Online Compliance
Consequences of a Cover-Up
Privacy, Intellectual Property & Security
A company’s intangible assets are often as valuable
as (if not more valuable than) its tangible assets.
Sensitive personal and business information (and
supporting technologies) must be kept private and
secure. In addition, steps must be taken to protect the
company’s intellectual property, and ensure proper
respect for the intellectual property of others.
Privacy
Confidentiality
Data Safeguarding
Data Protection in the EU
Intellectual Property & Competitive Intelligence
Information Security & Data Protection
Employee Rights & Working Conditions
At-will employment is one of the mainstays of the
modern economy. Nevertheless, companies must show
due regard for the individual rights of employees, and
employees must treat one another with respect in the
workplace. In addition, employers and employees
are subject to a host of requirements that foster good
working conditions for all.
Preventing Sexual Harassment
Respect & Responsibility
EEO & Workplace Conduct
Human Rights
Preventing Workplace Violence
Wage & Hour Requirements (FLSA)
Drug-Free Workplace
Consumer Protection
Companies must not produce or distribute goods and
services that pose unreasonable dangers to consumers.
Consumers must be shielded not only from design and
manufacturing defects, but from defects in marketing
as well.
Product Liability
Privacy
Compliance Issues in Selling
Promoting & Marketing Pharmaceuticals
Health, Safety & Environmental Protection
When sending goods and services into the stream of
commerce, companies must remember that we all
live downstream. Products and services (including
manufacturing processes and by-products) should not
be injurious to public health, safety, or the environment
in which we live.
Health & Safety in the Workplace
Environmental Awareness (Manufacturing)
Safety & Environment (Non-Manufacturing)
Hazardous Materials in Transportation
Government Investigations & Controls
Government agencies possess broad powers to
investigate, regulate, control, and even prohibit
commercial activity. Government is entitled to
corporate cooperation in its lawful exercise of these
powers. In addition, company officers and employees
must never lie to government officials engaged in
official business.
Consequences of a Cover-Up
Anti-Money Laundering
Export Controls & Anti-Boycott Rules
Government Procurement
Richard Cellini
Vice President
Integrity Interactive
Richard Cellini has 20 years of professional and managerial experience in the areas of business and market strategy, high technology, and corporate law.
Prior to joining Integrity, Richard served as CFO & General Counsel of Salary.com Inc., a compensation management data and software company which is now listed on NASDAQ.
In addition, Richard has served as a vice-president of an international brand strategy consultancy (Fitch plc), a principal in a venture capital fund (100x Ventures), and an associate at a Wall Street law firm (Milbank Tweed).
Richard received an A.B. and a J.D. from Georgetown University, and an LL.M. from the University of Cambridge (UK). He is admitted to practice law in New York and the District of Columbia.
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