Your General Counsel is Your CECO? Really?

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Joseph E. Murphy, JD, CCEP, CCEP-I
Compliance Strategists

There continues to be controversy about whether a company’s general counsel should also be the CECO, especially at large companies.  Putting aside the question of whether this is a good idea, however, I want to pose a different question for companies that claim their GC is also the CECO:  Could you prove it?

Does this sound like a silly question?  Remember that the CECO is supposed to be someone with authority and a degree of independence.  The CECO needs to be positioned to get things done, and should be visible to employees. The CECO runs an extremely important operation whose function is to prevent and detect misconduct throughout the company. So if you plan to tell prosecutors and regulators you have a CECO and it is the GC, can you answer these simple questions?

1)   When the promotion or hiring of your GC was announced, did the announcement state that the person was also the CECO?  (I often read notices where the position is announced as general counsel, VP and corporate secretary.  But CECO isn’t important enough to mention?).

2)   Is the CECO role in the GC’s written position description?

3)   Does the GC’s annual evaluation or assessment cover the compliance program?

4)   Is the CECO title on the GC’s business card?

5)   Does the GC have any training in the compliance and ethics field?

6)   Has the GC ever attended any compliance & ethics professional institute, conference, or best practices forum?

7)   Is the GC a Certified Compliance & Ethics Professional?

8)   Does the GC know what the Code of Ethics for Compliance and Ethics Professionals is?  Does the GC follow it?

9)   Does the GC have any experience in compliance and ethics programs?

Remember, when it comes to dealing with the government, the burden of proof is on you to establish that you have an effective program.  It could be tough to prove that if you cannot actually prove that the person you state is your CECO really is one.

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8 COMMENTS

  1. Really great questions to ask whether it is a GC, CFO, or any other position. Independence is a hallmark measure, but a difficult one to prove when that person is wearing other hats.

  2. An interesting thing that needs to be highlighted is that the OIG is fairly straight forward with their statement that the CECO/CCO should not be or be subordinate to the GC and that the CCO should report to the CEO or Board. However, what happens is paper compliance. You have a CCO who reports to the CEO, but is out of sight out of mind and not really part of administration and whos office is nowhere to be found near administration nor part of Staff or Administrative Council. While not reporting to the GC, they are subordinate in authority being treated as such by the CEO. While the program could pass on paper, it is no more than that. This is very common in healthcare where CEOs still go to the GC for CCO items, then the GC rolls it downhill to the CCO.
    Hospitals and companies have found many ways to be paper compliant, while still lending no true authority to the CCO.

  3. The inherent conflict between the ethics requirements of the law profession and the duties expected (if not required) of a CECO are irreconcilable in my opinion. The lawyer side must vigorously defend his/her client and that client is the corporation. How to do this when trying to carry out ethics and/or compliance violation investigations? Since the compliance profession doesn’t have the equivalent to disbarring a lawyer, I believe the lawyer will defer to his/her legal ethics obligations. Proof? Bottom line I believe the proof will show allegiance to the client under the legal ethics rules. On this issue, the OIG and I concur.

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