This document discusses corporate compliance. It defines compliance as measures aimed at adhering to legal obligations. It notes different definitions of compliance in the UK, US, Germany, and EU. It lists potential consequences of non-compliance, including fines, reputational risks, and disruptions to workflow. Finally, it outlines various measures that can be implemented as part of a compliance program, such as guidelines, workshops, whistleblowing policies, dual controls, employee instructions, and internal investigations.

1. Corporate Compliance
Ukraine Legal Counsel Forum
23 October 2014
Sören Schomburg

2. Compliance
Definition
The entirety of all organisational measures aimed at the adherence to all legal
obligations by a corporate entity, the members of its organs and its employees.
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United Kingdom
“But it is a defence for C
to prove that C had in
place adequate
procedures designed to
prevent persons
associated with C from
undertaking such
conduct.“
United States
„a program designed to
prevent and detect
criminal conduct”
Germany
No definition;
reference is made in the
Banking Act, the
Securities Trading Act and
the Insurance Supervision
Law, the Minimum
Requirements for Risk
Management and other
more recent provisions
EU
Several references in
different directives
Definition in Solvency II
directive:
compliance regulations in
EU Directives to be
implemented by member
states

3. Compliance
Risk-analysis
Fines Forfeiture of
profits
Reputational
Risks
Individual liability
under the law of
tort
Business Ethics
Criminal law risks
for senior
management
Consequences
outside
criminal/civil law
Disruptions in
work flow
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4. Compliance
Implementation of compliance programmes
Source: http://www.pwc.de/de/risiko-management/wirtschaftskriminalitaet-2013.jhtml
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5. Compliance
Overview
Risk-analysis
Risk
Limitation
of Risk
Distribution
of Risk
Risk
manageme
nt
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6. Compliance
Maßnahmen
Compliance-
Guidelines
Compliance
Workshops
Whistle Blowing Tone from the top
Dual control
Job -
Rotation/distribution
of responsibilities
IT based controls Employee instructions
Anti-bribery
provisions in third-party
agreements
External
counsel/support
Internal Investigations Amnesty Program
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7. Thank you for your attention!
Attorney at Law Sören Schomburg
Ufer Knauer Rechtsanwälte
Seidlstr. 27
80335 München
Telefon: 089 5587 1990
Schomburg@ufer-knauer.de
Start of 2015: Ufer Knauer Berlin Office
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