By Blandine CORDIER-PALASSE, Revue RH&M, N°71, p.48
Recent scandals involving corruption, money laundering, conflicts of interest and cartels have raised many questions about the involvement of boards of directors in these excesses. Added to this are questions about the civil and criminal liability of directors and managers. Governance and management enable companies to meet the requirements of both business and compliance. We believe that compliance at the service of governance will become the new challenge for HR departments and boards of directors or supervisory boards.
"Tone from the top
Why link compliance and the Board of Directors? There are two main reasons.
On the one hand, the Board determines the strategic direction of the company's activities and oversees their implementation. This gives it a key role in risk prevention, detection and management.
On the other hand, the Board plays a key role in defining and deploying the company at all levels. This includes its culture, ethics and values. Uber illustrated this perfectly. The results of an investigation into allegations of sexual harassment, discrimination and a toxic working environment became public. One board member made a remark so sexist that he was forced to resign.
Bridges between corporate culture, values and vision
As well as demonstrating the correlation between a company's values and those of its Board, it is very interesting that this director should cite in his letter of resignation the rebuilding of a corporate culture of which everyone could be proud as a reason for not staying on following his sexist comments.
The Board must therefore agree on values and visions. It must define a governance charter, choose the strategy and the managers capable of implementing it. How can such a challenge be met? By building bridges and encouraging ongoing cooperation between the heads of HR, risk, audit, legal and compliance. If linking HR and corporate culture, or governance and legal, has become natural, it is now time to link compliance and culture. It's a combination that may not seem so obvious at first sight, but we believe it is essential if an organisation is to survive in the long term.
Behaviour - trust - compliance - advice: a two-way dialogue
When management wavers between irreproachable behaviour and the pursuit of financial interests that give rise to non-financial risks, it can be difficult for a compliance officer - who reports to the same management - to have his or her arguments heard. Discussing the matter with the appropriate committee of the Board allows the matter to be referred to influential people. These people stand back from operational matters and direct hierarchical relationships. This creates a privileged "agora" in which to debate issues that could have a profound impact on the company's strategy and future.
Giving a place to compliance players who restore meaning and pride
We hope that we have convinced you of the relevance of giving a place to those involved in compliance. It is also important to nurture a strong relationship with the Board of Directors. The aim is to give stakeholders a sense of purpose and pride. And once this point has been addressed, it is important to position the compliance officer properly so that he or she can play his or her role as protector of the company, both transversally and vertically, in order to preserve its image and reputation, and hence its competitiveness. The result will be an organisation that is stronger and more agile in meeting challenges. The aim is to win in an increasingly competitive world.
