I am a big fan of compliance. Not just because it is my profession, but because I like it. I am also a big fan of country music – I am from Texas, after all. Not today’s pop country, but the good old stuff. Willie, Waylon and the boys, Clint Black and Randy Travis, Hank. I got to thinking one day (or thankin’, depending on who is singing) while I was listening to the radio about what songs could have a compliance theme. Though many country songs are about mama, trains, trucks, prison or getting drunk, several could create the perfect soundtrack for your compliance program.
With the Hallmarks in mind, here is your compliance program in country songs.
I think it is fair to say that every Chief Compliance Officer is A Pretty Good Guy (or Gal).1 But between Elements, Hallmarks, Guidelines and Opinions, compliance could drive you Crazy2. Of course, it all starts with Commitment.3 Or, as we’ve heard a million times, tone at the top. Don Williams might make a good CEO because he would Say It Again,4 ensuring his message about compliant behavior was clearly articulated. Others that belong in the C-Suite are Carl and Pearl Butler, who, through the happiness and sadness that define any day in the life of a compliance program, know that you must walk-the-walk as a leader. They sang about this very idea on I Hope We Walk The Last Mile Together.5
The company must be committed to, and encourage a culture that is framed by a Code of Conduct and Compliance Policies and Procedures. As Dale Watson sings in Lists Of Reasons,6 “I got a list of reasons I look at every day, and it’s giving me the courage to keep on walking away.” Remember, the Code of Conduct, like Love, Is The Foundation7 upon which an effective compliance program is built.
As mentioned previously, this commitment from senior executives can’t just be talk, they must be Devoted8 to the compliance program’s success and provide sufficient resources. Not every company has Money To Burn.9 In fact, I Wish I Had A Nickel10 is a common plea of many budget-strapped compliance departments. Regardless of the size of the staff or budget, the company must assign responsibility for the oversight and implementation of a company’s compliance program to one or more specific senior executives within an organization. Perhaps someone like Oney?11
Fundamental to developing a strong compliance program is assessing Risk.12 As a company’s risk for FCPA violations increases, that business should consider increasing its compliance procedures, including due diligence and periodic internal audits. Many factors present risk, and employees and third parties encounter several Reasons To Cheat.13 When assessing a company’s compliance program, the DOJ and SEC take into account whether and to what degree a company analyzes and addresses the particular risks it faces.
You can have all of the Fancy14 policies and procedures in the world, but they must be communicated throughout the organization or they are Useless.15 Training and continued advice, Good Advice,16 are critical. Before your employees decide they Need A Little Time Off For Bad Behavior,17 they should be taught to, “Know when to hold ‘em, Know when to fold ‘em.”18 Or, where appropriate, “Tienes que sabercuando sostenerias y saber cuando soltarlas.”19 Or, 你得知道什么时候该坚持，知道什么时候放弃20
We Tell Ourselves21 that everyone is going to love the policies, procedures, training and constant reminders. Sometimes, we find out The Hard Way22 that this isn’t true and that incentives and disciplinary measures are necessary. Some companies recognize that “Getting a promotion and a raise in pay”23 are positive incentives that can drive compliant behavior. On the flip side, compliance leaders occasionally must be the internal enforcer, “Work(ing) all day and (working) all night Just a-keepin’ law and order tryin’ to do what’s right.”24 Rewarding good behavior and sanctioning bad behavior reinforces a culture of compliance and ethics throughout an organization.
We have arrived at Third-Party Due Diligence and Payments. Whether it is the cheating,25 deception26 or lying,27 this is the sweet spot for country music in compliance. The DOJ’s and SEC’s FCPA enforcement actions demonstrate that third parties present the biggest bribery risk and companies must acquire appropriate knowledge of their partners. This is where things can get Fuzzy.28 If you have just been checking a box29 instead of Diggin Up Bones,30 it may be A Little Too Late31 to prevent a problem.
The last thing a CCO needs32 is to find out that there is a potential violation. But an effective compliance program has a mechanism for an organization’s employees and others to report suspected or actual misconduct. Employees need to know that violations are not to be kept secret.33 They also need to know that there won’t be any retaliation34 for blowing the whistle. Companies will want to consider taking Lessons Learned35 from any reported violations and the outcome of any resulting investigation to update their internal controls and compliance program and focus future training on such issues, as appropriate.
A good compliance program should constantly evolve. An organization should take the time to review and test its controls, and it should think critically about its potential weaknesses and risk areas. In other words, Think It Over One Time.36 The idea behind surveys, audits and evaluation is continual Improvement37.
In the context of the FCPA, Mergers38 and acquisitions present both risks and opportunities. Inadequate due diligence is common in M&A activity and the result could be harmful to the company’s profitability and reputation.39
Now and then it all goes Wrong.40 After all, corruption exists and people are just going to break laws.41 Even though there is a greater focus on compliance these days, not everyone has settled down.42 You find the SEC or DOJ knocking on your door and next thing you know here come the lawyers43 and your new best friend, the Monitor, is looking over your shoulder44 for three years. Hopefully, nobody goes to jail.45 If you do find yourself behind bars, look at the bright side – Merle Haggard went to prison, made the prison band46 and had a Hall of Fame career upon his release.
Mike Snyder is on the Business Development team at TRACE International. He regularly consults with clients about their compliance programs and is co-founder of the Compliance Roundtable Series, a regular meeting of compliance executives in Houston. Mike can be reached at email@example.com.
- A Pretty Good Guy by Chris Knight
- Crazy by Patsy Cline
- Commitment by LeAnn Rimes
- Say it Again by Don Williams
- I Hope We Walk The Last Mile Together by Carl and Pearl Butler
- Lists of Reasons by Dale Watson
- Love Is The Foundation by Loretta Lynn
- Devoted To You by Linda Ronstadt
- Money To Burn by George Jones
- I Wish I Had A Nickel by Hank Williams
- Oney by Johnny Cash
- Risk by Paul Brandt
- Reasons I Cheat by Randy Travis
- Fancy by Bobbie Gentry
- Useless by Mark Chesnutt
- Good Advice by Guy Clark
- Need A Little Time Off For Bad Behavior by David Allan Coe
- The Gambler by Kenny Rogers
- El Jugador (The Gambler) by 9 Disseny
- Chinese translation
- We Tell Ourselves by Clint Black
- Hard Way by Clint Black
- Tired of Livin’ by Buck Owens
- Highway Patrol by Junior Brown
- Your Cheatin Heart by Hank Williams
- Ocean Front Property by George Strait
- Nothing But Sweet Lies by Marty Robbins
- Fuzzy by The Randy Rogers Band
- Check Yes or No by George Strait
- Diggin Up Bones by Randy Travis
- It’s A Little Too Late To Do The Right Thing Now by Tanya Tucker
- The Last Thing I Needed The First Thing This Morning by Willie Nelson
- Don’t Keep It A Secret by Bob Wills
- Worst Of Luck by George Jones I’d like to make a special note about this song. It may be hard to find, but make sure you listen to it. I think it is the song that provides the best pairing for its compliance counterpart.
- Lessons Learned by Tracy Lawrence
- Think It Over One Time by Robert Earl Keen
- Home Improvement by George Strait
- The Merger by Bluegrass Brothers
- Unless You Make Him Set You Free by Roy Drusky
- Wrong by Waylon Jennings
- The Devil Made Me Do It The First Time by Billy Joe Shaver
- All My Rowdy Friends (Have Settled Down) by Hank Williams, Jr.
- Philadelphia Lawyer by Tennessee Ernie Ford
- Looking Over Our Shoulder by Kitty Wells and Red Foley
- Boston Jail by Porter Wagoner
- I Made The Prison Band by Merle Haggard
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