Corporate Compliance Program Model
A Sample Program Model Developed by the USDOT/ AGC / ARTBA / AASHTO Suspension & Debarment Work Group
The purpose of this Corporate Compliance Program is to assist and ensure that all employees understand and adhere to the Code of Ethical Conduct. The Program is designed to educate employees, ensure compliance with the Code, foster an ethical corporate environment, establish a mechanism to detect and identify violations of the Code or other unethical behavior, and audit the Company's and employees' compliance adherence to the Code.
II. Corporate Structure
[Describe the different management positions and hierarchy, including who reports to whom (an organization chart, either inserted into this section or referenced as an appendix, would be useful, for example: "X Company consists of a Board of Directors, a President, a Chief Financial Officer, a Corporate Compliance Officer, 3 Vice Presidents, and 10 foremen. The President reports to the Board of Directors; the Chief Financial Officer, the Corporate Compliance Officer, and the Vice Presidents report to the President; and the foremen report to the Vice Presidents. Attached is a corporate organization chart showing the corporate structure and the names of the relevant individuals appointed to each position."]
III. Corporate Compliance Officer
The position of Corporate Compliance Officer is established to ensure that all employees are aware of and understand the Code of Ethical Conduct and to administer the Corporate Compliance Program. The Corporate Compliance Officer reports to the President and, from time to time, to the Board of Directors.
Specifically, the Corporate Compliance Officer has the following responsibilities:
- To designate appropriate supervisory employees and officers to assist in administering the Program;
- To ensure that all employees receive and acknowledge in writing that they have received, reviewed, and understand the Code and will comply with its requirements;
- To develop and facilitate suitable regular and periodic training programs designed to understand the Code, antitrust compliance, environmental requirements, health and safety requirements, and DBE requirements, and obtain (and maintain) necessary technical training and certifications;
- To investigate reports of suspected Code violations and make independent determinations as to whether a violation occurred;
- To recommend to the President disciplinary action for Code violations;
- To ensure that all reports of suspected violations and investigations remain confidential;
- To establish and maintain appropriate systems and internal controls to implement the Code and the Program;
- To conduct both periodical and regular audits of employees (including the President), divisions, departments, or offices of X Company to ensure that they are in compliance with the Code;
- To recommend hiring such consultants, auditors, or other persons as may be necessary to ensure that each employee receives adequate training and to conduct audits and investigations; and
- To make recommendations to the President and Board of Directors of changes that may better facilitate compliance with the Code.
The Corporate Compliance Officer will report monthly to the President concerning all activities regarding the Code of Ethical Conduct and Corporate Compliance Program. The Corporate Compliance Officer will report quarterly to the Board of Directors all activities regarding the Code of Ethical Conduct and Corporate Compliance Program.
The Corporate Compliance Officer shall investigate all reports of suspected Code violations. The reports may either be on the Compliance Officer's own initiative or in response to a compliant. All reports shall be documented, reviewed and evaluated and the Compliance Officer shall safeguard the confidentiality of all reports and investigations. The Compliance Officer shall also institute necessary policies to prohibit any form of retaliation against any person who makes a report. The Compliance Officer may recommend that the Company retain such consultants or auditors as may be necessary to conduct a proper investigation and consult with any outside counsel as may be retained for such purpose. In conducting an investigation, the Compliance Officer shall have access to all corporate documents, including e-mail, and authority to interview any employee. After concluding an investigation, the Compliance Officer shall make a report and submit it to the President with recommendations for appropriate disciplinary action.
The Corporate Compliance Officer shall regularly (at least annually) and periodically audit the Company's compliance with the Code. Additionally, the Corporate Compliance Officer and the Chief Financial Officer shall jointly audit the effectiveness of, and compliance with, the Company's financial controls and procedures. In conducting such audits, the Corporate Compliance Officer may recommend that the Company retain such consultants or auditors as may be necessary. Such audits may be of any corporate office, division, department, or employee. After concluding such audit, the Compliance Officer and Chief Financial Officer, as appropriate, shall submit a report to the President and make appropriate recommendations for improvement.
The Corporate Compliance Officer shall provide, or arrange to have provided, regular training on the Code of Ethical Conduct and Corporate Compliance Program. Such training must be provided to all employees, including the President and the Board of Directors. For new employees, this training shall be provided as part of new hire orientation. At the conclusion of each training session, the Compliance Officer shall obtain a written acknowledgement from every employee that they have received, reviewed, and understand the Code and will comply with its requirements. Additionally, the Compliance Officer shall provide, or arrange to have provided, training necessary to ensure compliance with antitrust requirements, environmental requirements, health and safety requirements, and DBE requirements, as well as the necessary technical training for certain specialized positions and to obtain (and maintain) necessary certifications. The Compliance Officer will maintain a file of all training sessions, attendance at such training sessions and acknowledgement forms.
VIII. Cooperation & Responsibility
All employees are required to fully cooperate with the Corporate Compliance Officer in administering the Corporate Compliance Program. All supervisory employees are responsible for ensuring that their subordinates cooperate, are aware of and understand the Code, and comply with the Code and the Program.