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The Corporate CounselorKickerFeaturesSectionsNewsLJN Newsletters

Corporate Governance

By Peter C. Sprung
February 24, 2005

Recent amendments to the Organizational Sentencing Guidelines make several significant changes to the provisions concerning corporate compliance programs, and reinforce broader shifts taking place in the field of corporate governance. Just as the Sarbanes-Oxley Act imposes additional duties on corporate boards for the integrity of a company's financial controls, the new guidelines seek to make boards responsible for promoting the effectiveness of a corporation's legal and ethical controls. Boards of directors must assume responsibility for the effectiveness of compliance programs, which now encompass not only criminal laws but also ethics and corporate culture.

Boards and senior management are impelled to continuously police corporate integrity by using care not to place miscreants into positions of authority and by taking swift and decisive action in response to instances of wrongdoing. The amendments are intended to stimulate the flow of information about potential ethics and compliance violations by obliging corporations to implement a system for employees and agents to report misconduct without fear of retaliation and providing confidentiality guarantees as necessary.

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