Whether your organization is for-profit, not for profit, or a government entity, as part of its governing body you have a duty to determine what steps are being taken to meet its legal responsibilities. Included within this "duty of loyalty" is determining if a "reasonable reporting system" exists to provide you with information about the organization's compliance with the law. (See Stone .v Ritter, Del. Chancery Court, 2006) This may seem daunting, since no organization's regulatory responsibilities are a static set of rules.
In addition to this general duty the Boards of organizations settling matters with the federal government are finding a duty of "reasonable inquiry" into the effectiveness of the compliance program a condition of that settlement. For example, the Corporate Integrity Agreement agreed to by Abbott Laboratories in 2012 requires its Board to meet with the Chief Ethics and Compliance Officer at least four times a year and annually pass a resolution, signed by each member of the Board, attesting to the effectiveness of the compliance program. Mandatory training of Board members is also required.
Similarly, in 2010 the California Attorney General filed suit against a Monterey California AIDS charity and sixteen of its current and former board members seeking dissolution of the organization and recovery of funds that its Officers and Directors allegedly misspent. The complaint offers a good illustration of non-profit governance duties and responsibilities. "Reasonable inquiry" appears at least eight times. (The suit was ultimately settled in 2012 by a payment from the charity's insurer.)
All the pages in this wiki have resources that may help with that inquiry (For example, Compliance and Ethics 101, New In Compliance and Ethics), but the resources on this page are specifically directed to those who bear the ultimate responsibility for the organization's attempts to put together the "pieces" of compliance and ethics.
For example, here's a checklist for Director use in making a "reasonable inquiry" about a Compliance and Ethics effort:
Whether your organization is for-profit, not for profit, or a government entity, as part of its governing body you have a duty to determine what steps are being taken to meet its legal responsibilities. Included within this "duty of loyalty" is determining if a "reasonable reporting system" exists to provide you with information about the organization's compliance with the law. (See Stone .v Ritter, Del. Chancery Court, 2006) This may seem daunting, since no organization's regulatory responsibilities are a static set of rules.
In addition to this general duty the Boards of organizations settling matters with the federal government are finding a duty of "reasonable inquiry" into the effectiveness of the compliance program a condition of that settlement. For example, the Corporate Integrity Agreement agreed to by Abbott Laboratories in 2012 requires its Board to meet with the Chief Ethics and Compliance Officer at least four times a year and annually pass a resolution, signed by each member of the Board, attesting to the effectiveness of the compliance program. Mandatory training of Board members is also required.
Similarly, in 2010 the California Attorney General filed suit against a Monterey California AIDS charity and sixteen of its current and former board members seeking dissolution of the organization and recovery of funds that its Officers and Directors allegedly misspent. The complaint offers a good illustration of non-profit governance duties and responsibilities. "Reasonable inquiry" appears at least eight times. (The suit was ultimately settled in 2012 by a payment from the charity's insurer.)
All the pages in this wiki have resources that may help with that inquiry (For example, Compliance and Ethics 101, New In Compliance and Ethics), but the resources on this page are specifically directed to those who bear the ultimate responsibility for the organization's attempts to put together the "pieces" of compliance and ethics.
For example, here's a checklist for Director use in making a "reasonable inquiry" about a Compliance and Ethics effort:
Reasonable Inquiry Checklist for Board Members.pdf
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Board Resources on the Web:
Orientation and / or Training:
Annual Board Compliance Training (California Rural Indian Health Board 2013)
Board Orientation materials at the Columbia Association
Board Overview of Healthcare Compliance (Heritage Behavioral Health Center 2012)
Board and Member Orientation at the Michigan Primary Care Consortium (2014)
Board Orientation materials at Pioneers Memorial Healthcare District
Engaging Your Board, Management and Staff Early: Compliance Orientation Programs (Hambleton and Baker 2011)
Getting the Board on Board with Effective Orientation (Boardsource 2013)
Compliance Committee Charters:
A Compliance Committee Charter (Aon)
A recently adopted Board Compliance Committee Charter (Dexus Funds Management)
The Compliance Committee Charter of a Board whose organization is operating under a Corporate Integrity Agreement (Forest Laboratories)
Audit and Compliance Committee Charter (Mayo Clinic 2010)
Tenet Healthcare's Quality, Compliance and Ethics Committee is described in its program charter.
Reporting to Boards:
An outside auditor's report to the Board about it's Compliance and Integrity program (Ohio State U. 2014)
Communicating With the Audit and Compliance Committee of the Board: Leading Practices (Saunders 2012)
Joint Audit and Compliance Committee Agenda, U Conn, 2013
Report: Audit, Compliance and Management Review Committee, UT System Board of Regents, 2014
Opinions about the Board's Compliance and Ethics Role:
Committee Governance: Leading Engaged and Effective Compliance Committees (Sideras and Kurnher 2013)
Boards, Compliance and Reputation: Diving Shallow Versus Diving Deep (Greenberg 2013)
Welcome to Compliance U: The Board's Role in the Regulatory Era (Lake 2013)
"C" IS For Crucible: Behavioral Ethics, Culture and the Board's Role in C-Suite Compliance (Killingsworth 2013)
A 'Toolkit' for Health Care Boards of Directors (Demske, OIG 2013)(video)
Female Board Members Better Than Men on Complex Matters: Study (McFarland 2013)
How Directors' Risk Oversight Responsibilities Have Changed (Faust 2013)
Boards Behaving Badly (Marcus 2012)
Board Oversight of the Compliance Function: Coaching Fundamentals (Hester 2012)
Board Independence and Conflicts of Interest (Markkula Center 2012) (video)
The Board of Directors: Responsibilities for Monitoring Risk and Compliance (Penman, Global Compliance 2012)
Responsible Oversight: How Boards Can Promote Profitable and Ethical Organizations (Carnegie Council 2012)
Ethical Meltdown: Red Flags for Boards of Directors (Balassone 2012)
Three video "chats" on Ethics for Corporate Boards (Markula Center 2012)
SEC Examiners Enter U.S. Boardrooms to Gauge Compliance (Reuters, 2012)
ToolKit for Health Care Boards (DHHS OIG - 2012) and accompanying Video
A Guide To the Board's Compliance Oversight Duties (Peregrine 2011)
One Board's Plan to Improve its Oversight of Risk Management, Internal Audit and Compliance (Everbank 2011)
Oversight By Inquiry: 25 Questions To Ask At Board Meetings (R. Seestadt 2011)
Strategies for Building a Strong Compliance Team (Reese, Farrell & Sierra 2011)
Directors as Guardians of Compliance and Ethics Within the Corporate Citadel (Rand 2011)
Bridging Board Gaps (Study Group on Corporate Boards, Columbia Business School, 2011)
Compliance Oversight for Healthcare Leaders (DHHS OIG and HCCA 2011 )(video)
The Health Care Director's Compliance Duties (DHHS OIG & AHLA 2011)
Building an Ethical Business Culture: The Role of the Board (Markkula Center 2010)(video)
Ethics & the Board (Conference Board 2009)
The Bank Director's Responsibility In Establishing a 'Culture of Compliance' (Consumer Compliance Outlook 2009)
A Governing Board Primer: Compliance Plan Oversight Responsibilities (Peregrine 2009)
Governance and Related Topics for 501 (c)(3) Organizations (IRS 2008)
Driving for Quality in Long-Term Care: A Board of Directors Dashboard (HCCA and OIG 2007)
Corporate Responsibility and Healthcare Quality: A Resource for the Board of Directors (DHHS OIG 2007)
To Audit Committee or Not To Audit Committee: That Is the Question (Guidestar 2005)
Keepers of the Corporate Conscience (Gorelick, director, United Technologies, 2004)(video)
Boards of Directors Must Commit to Business' New Moral Compass (ERC 2003)
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