20 Questions Directors Should Ask Themselves About Compliance Committees

by Thomas Fox for Corporate Compliance Insights, May 24th, 2011.

What are some of the questions that the board of directors should be asking? We posit that a large public company should have a compliance sub-committee of board members. The list of 20 questions below reflects the oversight role of directors that includes asking senior management and themselves.

The questions are not intended to be an exact checklist, but rather a way to provide insight and stimulate discussion on the topic of compliance. The questions provide directors with a basis for critically assessing the answers they get and digging deeper as necessary.

The comments summarize current thinking on the issues and the practices of leading organizations. Although the questions apply to most medium to large organizations, the answers will vary according to the size, complexity and sophistication of each individual organization.

Part I: Understanding the Role and Value of the Compliance Committee

1. What are the compliance committee’s responsibilities and what value does it bring to the board?

2. How can the compliance committee help the board enhance its relationship with management?

3. What is the role of the compliance committee?

Part II: Building an Effective Compliance Committee

4. What skill sets does the compliance committee require?

5. Who should sit on the compliance committee?

6. Who should chair the compliance committee?

Part III: Directed to the Board

7. What is the compliance committee’s role in building an effective compliance program within the company?

8. How can the compliance committee assess potential members and senior leaders of the company’s compliance program?

9. How long should directors serve on the compliance committee?

10. How can the compliance committee assist directors in retiring from the board? (continue reading… )


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