Corporate Compliance

Ukraine Legal Counsel Forum

23 October 2014

Sören Schomburg

ComplianceDefinition

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The entirety of all organisational measures aimed at the adherence to all legal obligations by a corporate entity, the members of its organs and its employees.

United Kingdom

“But it is a defence for C to prove that C had in

place adequate procedures designed to

prevent persons associated with C from

undertaking such conduct.“

United States

„a program designed to prevent and detect criminal conduct”

Germany

No definition;

reference is made in the Banking Act, the

Securities Trading Act and the Insurance Supervision

Law, the Minimum Requirements for Risk

Management and other more recent provisions

EU Several references in different directives

Definition in Solvency II directive:

compliance regulations in EU Directives to be

implemented by member states

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ComplianceRisk-analysis

Fines Forfeiture of profits

Reputational Risks

Individual liability under the law of tort

Business EthicsCriminal law risks

for senior management

Consequences outside

criminal/civil law

Disruptions in work flow

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ComplianceImplementation of compliance programmes

Source: http://www.pwc.de/de/risiko-management/wirtschaftskriminalitaet-2013.jhtml

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ComplianceOverview

Risk

Risk-analysis

Limitation of Risk

Distribution of Risk

Risk manageme

nt

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ComplianceMaßnahmen

Compliance-Guidelines

Compliance Workshops Whistle Blowing Tone from the top

Dual control Job

-Rotation/distribution of responsibilities

IT based controls Employee instructions

Anti-bribery provisions in third-party agreements

External counsel/support Internal Investigations Amnesty Program

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Thank you for your attention!

Attorney at Law Sören SchomburgUfer Knauer Rechtsanwälte

Seidlstr. 2780335 München

Telefon: 089 5587 1990Schomburg@ufer-knauer.de

Start of 2015: Ufer Knauer Berlin Office