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Compliance : Sarbanes Oxley : Thought Leader
Top-10 Corporate Ethics & Compliance Risks
Plus recommended topics for employee communications and other risk mitigation efforts
By
Richard Cellini
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Richard Cellini Vice President Integrity Interactive
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Ethical Corporate Culture A commitment to corporate ethics and compliance affects not just individual conduct, but organizational behavior as well. Pro-compliance structures, incentives, policies, practices, and procedures are critical in building and maintaining a corporate culture of ethical behavior and compliance. Integrity Leadership Code of Conduct Corporate Citizenship Human Rights
Antitrust & Unfair Selling Practices Consumers are entitled to a marketplace free of collusion, unfair restraints on trade, and other improper selling practices. Anyone who attends trade conferences, interacts with competitors, manages resellers, or conducts sales and marketing campaigns can find themselves on the wrong side of laws protecting fair competition. Antitrust Contact with Competitors Monopolization & Predatory Pricing Price Discrimination Distribution Sales Compliance Issues in Selling EU Competition Law
Bribes, Gifts & Conflicts of Interest Corporate employees are free to pursue their company’s best interest, and to do so with vigor. But some forms of persuasion are strictly regulated. Personal gifts and incentives to key decision-makers (public or private) are frequently forbidden. And conflicts-of-interest should be carefully avoided and promptly disclosed. Conflicts of Interest & Gifts Foreign Corrupt Practices Act OECD Anti-Bribery Requirements Doing Business with the Government Pharmaceutical Sales (Gifts & Conflicts of Interest)
Financial Integrity & Fiduciary Trust Financial wrongdoing and fiduciary misconduct are never “victimless”; the true victims are often simply unseen and unheard (i.e., the company’s shareholders and the company itself ). Most laws regulating financial integrity and fiduciary obligations exist to protect the rights of corporate entities and the investing public. Financial Integrity Sarbanes-Oxley & Internal Business Controls Insider Trading Consequences of a Cover-Up
Recordkeeping & Reporting Corporations should preserve all records required to be kept by law, retain them for as long as required (but often not longer), and disclose them to the authorities and other third parties when appropriate. As a general rule, corporate employees should think twice or seek advice before destroying, altering, disguising, or concealing corporate records and information. Records & Information Management Sarbanes-Oxley & Internal Business Controls Wage & Hour Requirements (FLSA) Information Security Online Compliance Consequences of a Cover-Up
Privacy, Intellectual Property & Security A company’s intangible assets are often as valuable as (if not more valuable than) its tangible assets. Sensitive personal and business information (and supporting technologies) must be kept private and secure. In addition, steps must be taken to protect the company’s intellectual property, and ensure proper respect for the intellectual property of others. Privacy Confidentiality Data Safeguarding Data Protection in the EU Intellectual Property & Competitive Intelligence Information Security & Data Protection
Employee Rights & Working Conditions At-will employment is one of the mainstays of the modern economy. Nevertheless, companies must show due regard for the individual rights of employees, and employees must treat one another with respect in the workplace. In addition, employers and employees are subject to a host of requirements that foster good working conditions for all. Preventing Sexual Harassment Respect & Responsibility EEO & Workplace Conduct Human Rights Preventing Workplace Violence Wage & Hour Requirements (FLSA) Drug-Free Workplace
Consumer Protection Companies must not produce or distribute goods and services that pose unreasonable dangers to consumers. Consumers must be shielded not only from design and manufacturing defects, but from defects in marketing as well. Product Liability Privacy Compliance Issues in Selling Promoting & Marketing Pharmaceuticals
Health, Safety & Environmental Protection When sending goods and services into the stream of commerce, companies must remember that we all live downstream. Products and services (including manufacturing processes and by-products) should not be injurious to public health, safety, or the environment in which we live. Health & Safety in the Workplace Environmental Awareness (Manufacturing) Safety & Environment (Non-Manufacturing) Hazardous Materials in Transportation
Government Investigations & Controls Government agencies possess broad powers to investigate, regulate, control, and even prohibit commercial activity. Government is entitled to corporate cooperation in its lawful exercise of these powers. In addition, company officers and employees must never lie to government officials engaged in official business. Consequences of a Cover-Up Anti-Money Laundering Export Controls & Anti-Boycott Rules Government Procurement

Richard Cellini Vice President Integrity Interactive
Richard Cellini has 20 years of professional and managerial experience in the areas of business and market strategy, high technology, and corporate law.
Prior to joining Integrity, Richard served as CFO & General Counsel of Salary.com Inc., a compensation management data and software company which is now listed on NASDAQ.
In addition, Richard has served as a vice-president of an international brand strategy consultancy (Fitch plc), a principal in a venture capital fund (100x Ventures), and an associate at a Wall Street law firm (Milbank Tweed).
Richard received an A.B. and a J.D. from Georgetown University, and an LL.M. from the University of Cambridge (UK). He is admitted to practice law in New York and the District of Columbia.
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