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Preparing to go public
and criminal history. Those forms
would be vetted on an annual basis
to make certain the individuals
responsible for setting an ethical
tone were not themselves creating
problems for the company.
• Training and communication—
periodically issue communications
surrounding the ethics and compliance
program and conduct effective ethics
and compliance training throughout
the company.
• Monitoring and auditing—periodically
monitor and audit the organization’s
ethics and compliance program to
determine its effectiveness. Measure
the performance of the ethics
and compliance program through
benchmarking and internal data
review.
• Enforcement—build effective
incentives and disincentives into the
company’s compliance program.
• To date, many companies have not
incorporated incentives into their
compliance program. Those that
have generally consider ethical
behavior as a component of annual
performance reviews (with full
disclosure ahead of time) and in
promotion decisions.
• The FSG require that a company
take appropriate disciplinary
measures for either engaging in
criminal conduct and for failing to
take reasonable steps to prevent
or detect that conduct. Thus, a
robust code will detail a variety
of consequences and make certain
that some sort of punitive action
is an option both against the
individual committing the criminal
conduct and against his or her
supervisor.
• In the event criminal conduct is
detected, the company should
document its response—and, in
particular, any changes that were
made to the code or program in
response to that conduct. The FSG
expect compliance programs to
be living entities that adapt and
change over time. ●
30 NYSE IPO Guide