Comparison of Compliance Programs

1. Comparison of Compliance Programs Thomas R Fox tfox@tfoxlaw.com

2. The Essential Ingredients of Corporate Compliance Leadership Risk Assessment Standards and Controls Training and Communication Monitoring, Auditing and Response

3. The Essential Ingredients of Corporate Compliance USSG’s 7 Elements of an Effective Compliance Program 13 Good Practices by the OECD on Internal Controls, Ethics, and Compliance UK’s 6 Principles for “Adequate Procedures” 1. Standards and procedures to prevent and detect criminal conduct 1. Risk assessment as basis for effective internal controls and compliance program 1. Proportionate Procedures 2. Tone at the Top 2. Policy that clearly and visibly states bribery is prohibited 2. Leaders understand / oversee the compliance program to verify effectiveness and adequacy of support; specific individuals vested with implementation authority / responsibility 3. Risk Assessment 3. Training – periodic, documented 4. Due Diligence 4. Responsibility – individuals at all levels should be responsible for monitoring 5. Communication 5. Support from senior management – strong, explicit and visible 3. Deny leadership positions to people who have engaged in misconduct 6. Monitoring and review 6. Oversight by senior corporate officers with sufficient resources, authority, and access to Board 4. Communicate standards and procedures of compliance program, and conduct effective training 7. Specific risk areas – promulgation and implementation programs to address key issues 5. Monitor and audit; maintain reporting mechanism 8. Business partners due diligence 9. Accounting – effective internal controls for accurate books and records Prepared by: Paul J. McNulty Chair, Global Compliance Baker & McKenzie 6. Provide incentives; discipline misconduct 10. Guidance – provision of advice to ensure compliance 7. Respond quickly to allegations and modify program 11. Reporting violations confidentially with no retaliation NOTE: A general provision requires periodic assessment of risk of criminal conduct and appropriate steps to design, implement, or modify each element to reduce risk 12. Discipline for violations of policy 13. Re-assessment – regular review and necessary revisions

4. The Essential Ingredients of Corporate Compliance 13 Good Practices by the OECD on Internal Controls, Ethics, and Compliance Panalpina Corporate Compliance Program 1. Risk assessment as basis for effective internal controls and compliance program 1. Clearly articulated and visible policy 2. Senior management’s strong, explicit, and visible support 2. Policy that clearly and visibly states bribery is prohibited 3. Develop and promulgate compliance standards and procedures governing gifts, hospitality, travel, etc. 3. Training – periodic, documented 4. Risk assessment as basis for standards and procedures 4. Responsibility – individuals at all levels should be responsible for monitoring 5. Annual review of program 5. Support from senior management – strong, explicit and visible 6. Assign responsibility to one or more senior corporate executives for implementation and oversight; directly reporting to the Board; adequate level of autonomy and sufficient resources 6. Oversight by senior corporate officers with sufficient resources, authority, and access to Board 7. Specific risk areas – promulgation and implementation programs to address key issues 7. System of financial and accounting procedures 8. Effective communication and periodic training and certifications 8. Business partners due diligence 9. Accounting – effective internal controls for accurate books and records 9. System for guidance, confidential reporting, response 10. Guidance – provision of advice to ensure compliance 10. Disciplinary procedures 11. Reporting violations confidentially with no retaliation 11. Agent and business partner due diligence 12. Agent and business partner agreements 12. Discipline for violations of policy 13. Periodic review and testing of standards and procedures (monitoring) 13. Re-assessment – regular review and necessary revisions