TI -USAToolkit Table of Contents I) Does a Company size make a difference? A.) Laws and Authorities B.) Case Summaries C.) Metcalf Case Summary D.) Bibiliography of General Sources. II) Key Elements of an Anti-Corruption Compliance Program A.) High Level Leadership/ Oversight Caremark Case Study (PDF) B.) Risk Assesment Buiding a Company Profile (PDF) Manager Guide (PDF) C.)Written Standards /Policies Sample Policies Sample Proceedures D.) Reporting Mechanisms Guidelines for Reporting & Handling Principles & Policy Statements Concerns (PDF) E.) Training & Education Sample Training Materials On-line Training Services F.) Internal Controls & Recordkeeping G.) Program Audit Audit Guidelines (PDF) Compliance Review (PDF) H.)Respomnding to Potenetial Problems Investigations & Remedial Action (PDF) Sample CEO Letter Sample General Counsel Letter (PDF) III) Overcoming Resistance/Inertia A.) Ethics Program Overview (PDF) B) Bibliography of General Sources

Toolkit

High-level Leadership/Oversight:

The commitment of the organization must be at the highest level.  The board of directors and its audit committee, the chairman, the chief executive office, the president and the senior management must be committed to the program and provide the necessary resources to make the program effective.  A senior manager should be appointed the compliance or ethics officer.  This person should:

·      Be well regarded within the organization, by both management and employees at all levels

·      Be knowledgeable about the organization, of both the operations and culture

·      Have easy access to senior management

·      Have the authority to marshal resources necessary to implement  and support the program

·      Have the freedom to conduct investigations at any level of the organization

·      Report on a regular basis to the board’s audit committee

The organization may establish a Code of Conduct steering committee made up of senior management to oversee the program. The steering committee members should be decision-makers.  This committee should:

·      Articulate and recommend to the Board of Directors the Company’s Code of Conduct

·      Review, on a regular basis the:

- adherence to the Code of Conduct

- communication of the program

- education and training for the program

- corrective actions and measures taken

·      Revise the program as needed

On at least an annual basis the compliance/ethics officer should report to the board of directors or its audit committee the status of the program, including matters reviewed by the steering committee.

The requirement of high level leadership was firmly established in Caremark International Inc. Derivative Litigation, 698 A.2d 959 (Del. Ch. 1996), summarized at Caremark Case, and further reinforced by the Securities and Exchange Commission Final Rule: Audit Committee Disclosure17 CFR Parts 210, 228, 229, and 240  [Release No. 34-42266; File No. S7-22-99] RIN 3235-AH83 http://www.sec.gov/rules/final/34-42266.htm and by the Report and Recommendations of the Blue Ribbon Committee on Improving the Effectiveness of Corporate Audit Committees (75 pages) http://www.nyse.com/pdfs/blueribb.pdf