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An effective antitrust compliance program does not mean everyone in the company becomes a legal expert, said moderator Kathleen Beasley, of Haynes & Boone LLP, at a “General Counsel Roundtable on Compliance” program, in recapping thoughts from the guests. Rather, it means that there is an atmosphere, a culture of compliance; there’s a dialogue and ongoing communications about abiding by the rules.
Panelists of the session, part of the Section of Antitrust Law Spring Meeting in Washington, D.C., shared advice on how to achieve that effective program, how antitrust compliance fits into a greater compliance program within a company, and training necessary in order to be successful.
An antitrust compliance program is not just about antitrust law, said Marcus Woo, vice president and general counsel with Chunghwa Picture Tubes, Ltd., in Taoyuan, Taiwan. Instead, it is about business conduct, and needs to be a core modus operandi of all business and personnel. Employees need to realize that there are consequences to non-conforming behavior.
Fellow speaker Deborah Platt Majoras, chief legal officer and secretary at The Procter & Gamble Co., and former chairman of the Federal Trade Commission, emphasized the need for everyone to have a basic understanding of compliance — not necessarily to become a legal expert, but to “know enough to ask a question.”
Yes, employees need to understand that there are ramifications to their behavior, said Majoras, but lawyers should also try to consider where the employee is coming from — try to think of it from a non-lawyer view. And lawyers don’t want employees to be overly scared, to be white knuckled about compliance. There are going to be “outages,” as Majoras explained.
A top-down approach to compliance is very important, said Woo. Employees shouldn’t think that antitrust compliance is a pet project of lawyers, something coming from the legal department. Majoras suggested that awareness of compliance is key, and it can be incorporated into the very fabric, the rhythms of a company.
She also suggested that compliance be something that the CEO talks about when she talks about business goals. For example, a business with a solid record on that front can inspire consumer trust and confidence, potentially increasing sales.
A compliance program should also be tailored. You’re not going to speak to the sales staff in the same way you’re going to speak to engineers, for example, said Woo. And access is critical for a successful program. Employees shouldn’t be fearful of raising an issue with the legal team.
While antitrust compliance is only one part of compliance, it does take a disproportionate amount of resources, noted Woo. Majoras stated that getting down in the dust of the business is necessary in ensuring antitrust compliance. Think like a business person, from conception to market.
Both Woo and Majoras emphasized the importance of training. Woo said that at the moment, his company conducts only in-person antitrust compliance training; Procter and Gamble uses training both online and in person. One advantage of online training and online resources is that they’re always there for employees to access and refresh their knowledge.
The frequency of training will be different for varying departments and roles. For example, individuals on the front lines will require more frequent and in-depth training. In addition to employees needing refreshers on compliance, training materials need to be constantly refreshed. New laws will require new understanding and, as the company changes, new risks or heightened levels of risk need to be considered. “It’s never going to be done,” capped Majoras.
Robert Hauberg Jr., of Baker Donelson Bearman Caldwell & Berkowitz PC, served as session chair.