How can a Corporate Secretary enhance a company's overall
ethics and compliance efforts? Corporate
Secretary Deputy Editor Aarti Maharaj recently explored these issues
and others in an interview
with Matt Lepore, Vice President and Chief Council for Corporate Assistant
General Counsel at Pfizer, about his role in creating and promoting an ethical
culture in the pharmaceuticals industry. Lepore has some interesting observations
on how a Corporate Secretary could move a company's compliance efforts forward
within the context of this position.
Lepore said that his position at Pfizer gave him access
to two groups. The first is the Board of Directors. In this role he works with
and for the Pfizer Board of Directors to oversee the company's compliance
program. Lepore noted that Board of Directors regularly discusses ethics and
compliance. Further he believes that the Pfizer Board sets the tone for the
company that demands business be conducted in an ethical manner. He stated that
the company is regulated by several different US and foreign governmental
agencies and therefore must comply with a wide variety of ethical standards.
One of his jobs as Corporate Secretary is to help ensure compliance with this
wide variety of regimes.
The second group Lepore also works with is the company's
investors. In regard to this position, Lepore says that he works in partnership
with Pfizer's head of CSR. However, the investors regularly inquire into the
company's ethics and compliance and Lepore is the company point person in
responding to such inquiries. Lepore said that working with these two different
constituencies gives him the opportunity to both observe Pfizer's ethics and
compliance efforts from a high level viewpoint and to interact with those in
compliance to determine answers to various inquiries. With these two
constituencies he can bring up items regarding ethics and compliance which
those performing the day-to-day work may not readily observe.
Maharaj also wrote about The Conference Board
Center for Sustainability panel "The Corporate Social Responsibility
Officer's role in promoting an ethical corporate culture" in an article
say a corporate secretary can help change ethical culture". The
Moderator, David Vidal, Director, Center for Sustainability, noted that "The
corporate secretary is a monitor both of and for the board." This is because a
Corporate Secretary sits "at the intersection of the company where they can
change the marketplace. The Corporate Secretary has to be informed about
sustainability ethics and provide updates to the board, including CEOs and
others who do the recruiting."
Vidal's point echoed the concept raised by Lepore that
the Corporate Secretary has several constituencies which he may work with and
for. This can provide an opportunity to view a company's ethics and compliance
program and to help shape and direct it. The Corporate Secretary may be an
excellent resource to the Chief Compliance Officer which may be under-utilized.
It might be worth a cup of coffee or short meeting to see what the Corporate
Secretary thinks about your ethics and compliance program or how they might be
able to assist you in your efforts.
Visit the FCPA Compliance and Ethics Blog,
hosted by Thomas Fox, for more commentary on FCPA compliance, indemnities and
other forms of risk management for a worldwide energy practice, tax issues
faced by multi-national US companies, insurance coverage issues and protection
of trade secrets.
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© Thomas R. Fox, 2011
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