The National Basketball Association (NBA) playoffs have begun and there is some great hoop action going on for the next 37 days. It was in this context that I was saddened to read about the death of Hal Greer. Greer was an eight-time all-star for the Syracuse Nationals and later Philadelphia Seventy-Sixers. He was a diminutive presence on the court even though he stood 6 ft. 2 inches he had one of the smoothest jump shots around. He was a starting guard on the 1967 team that broke the Boston Celtics eight-year run of NBA championships and finally made a winner of Wilt Chamberlain. I am reminded of two things about Greer, first he would shoot a jump shot when taking a free throw under the theory he was practicing his jump shot at the free throw line and his free throw when shooting a jumper. Second, as an announcer, Bill Russell once said he hoped Greer would not drive the lane and embarrass him during Russell’s playing days. Greer’s career informs today’s topic of how to be a good Compliance Committee Chair on a Board of Directors.

I continually advocate that a Boards of Directors should include a compliance professional and that there should be a Compliance Committee Chair on the Board, handling ethics, compliance, #MeToo and other reputational issues, separate and apart from the Audit Committee. I recently read an article in the Harvard Business Review (HBR), entitled “How To Be a Good Board Chair”, by Stanislav Shekshnia. He laid out 10 points of leadership and over the next couple of blog posts I will be adapting these specifically to the Compliance Committee Chair. It all begins by understanding that the chairperson represents the Compliance Committee, while the Chief Compliance Officer (CCO) is responsible for the company’s compliance program and is the public face of it as well.

  1. Be the guide on the side

As the Compliance Committee Chair, one must unlearn the lesson of taking control. You cannot look for the best solution to the problem yourself but rather you should organize a group discussion, certainly including the CCO. Put another way, you must move from “doing to helping others.” This is not the time to take center stage as “Great chairs create conditions which allow others to shine.” Obviously you will need to be passionate about compliance to chair a Compliance Committee but you need to also have patience and take time to pause and reflect. Instead of rushing things through, focus on “getting things done properly.”

  1. Practice teaming – not team building

A team-building approach does not lend itself to either a full Board of Directors or a Compliance Committee. Instead you should engage in teaming, which is “gathering experts in a temporary group to solve problems they may be encountering for the first and only time. To enable it, leaders have to shift away from defining team norms and building trust, and focus on quickly scoping, structuring, and sorting the collaborative work.” Try and interact with your CCO and other Board members between Board meetings so you can identify full agenda items. After the meeting, follow up with minutes, notes and reports as necessary. Obviously such an approach requires thorough preparation before the meetings by the Board members and their participation during the meetings. As Chair, you should clearly set expectations when a new Board member is onboarded.

  1. Own the prep work

As Chair, you should recognize that what goes on in the formal meetings is only the tip of the iceberg of your responsibilities. Simply setting your Compliance Committee agenda and Committee workpapers can take quite a bit of time. Each item on the agenda should be something that is truly worthy of your role on the Board. Take time to put together a robust briefing package for other Compliance Committee members and deliver it to the Committee in a timely manner at least five days before the Compliance Committee meeting. As noted above, follow up is also critical so provide detailed meeting minutes to all other Committee members.

  1. Take the work seriously

While this may seem more than self-obvious it bears stating again (and again and again). Most of the real work of a Board of Directors is done at the Committee level. Full Board meetings are generally more formal and less free-wheeling than Committee meetings. The Committees “do the analytical work and prepare resolutions for the whole board.” As a Compliance Committee Chair you should keep the Board of Directors informed with regular updates on your plans, open issues and future concerns.

  1. Remain impartial

As the author noted, “Though many newly minted chairs are eager to put their knowledge and experience to full use, the harsh reality is that collective productivity suffers when the person at the head of the table has strong views on a particular issue.” It is not “looking for solutions but planning the process” at the Compliance Committee. This approach can also help give the Compliance Committee a much more strategic view, which of course is its role. Simply put you cannot play in the game if you want to see the entire picture. One Chair noted that she does not ask “What is the best solution for a problem” but rather “What is the best way to organize a discussion of the problem?”

As you can see from this list of the first five of the ten factors, the role of Compliance Committee Chair is quite different from a CCO, yet it is related. One should have more than a passing familiarity with the workings of a compliance and ethics function to hold such a role. Yet the role of a Compliance Committee Chair does have a different focus. With the continued plethora of corporate scandals, the need for real compliance expertise on the Board has moved from critical to even hyper-critical. That same level of skill needs to be used by a Compliance Committee Chair.

This publication contains general information only and is based on the experiences and research of the author. The author is not, by means of this publication, rendering business, legal advice, or other professional advice or services. This publication is not a substitute for such legal advice or services, nor should it be used as a basis for any decision or action that may affect your business. Before making any decision or taking any action that may affect your business, you should consult a qualified legal advisor. The author, his affiliates, and related entities shall not be responsible for any loss sustained by any person or entity that relies on this publication. The Author gives his permission to link, post, distribute, or reference this article for any lawful purpose, provided attribution is made to the author. The author can be reached at tfox@tfoxlaw.com.

© Thomas R. Fox, 2018

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