Gaining Corporate Commitment

• Pages: 17-23

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CHAPTER 3

GAINING CORPORATE COMMITMENT

The increasing levels of government antitrust enforcement activity in every region of the

world make it more compelling than ever for companies to have effective antitrust compliance

programs. Antitrust counsel—both in-house and outside—play a key role in helping

corporations build and implement appropriate compliance programs. However, an antitrust

compliance program will not be effective or sustainable without the full commitment of the

corporation which goes beyond the efforts of counsel for the corporation. Effective antitrust

compliance cannot be legislated by a compliance committee or the legal department. Employees

need to see very visible commitment from corporate leadership and their line management in

order to reinforce their own personal commitment to antitrust compliance.

A. Evolution of an Antitrust Compliance Program

DuPont has had an antitrust compliance program for decades. The earliest form of the

program was led by and driven by the Legal Department. The key element of this compliance

program was face-to-face training led by in-house counsel of the marketing and sales

organizations for each DuPont business. The training sessions covered the basic rules of

antitrust compliance and might include a one page handout on do’s and don’ts for those

attending trade association meetings, some examples of documents and wording choice that

could be viewed as suspicious, and perhaps a few case law illustrations or hypothetical scenarios

for discussion. The antitrust training program was augmented by review of the clients’ paper

files with the goal of accomplishing spot check audits and sometimes more in-depth audits.

Following the adoption of the U. S. Sentencing Guidelines in 1991, DuPont developed a

broad-based corporate compliance program led by a Corporate Compliance Committee, covering

several compliance subject areas including antitrust. The Corporate Compliance Committee

consisted of several senior level corporate officers who were each accountable for one or more

compliance subject areas. The senior officers were assisted by subject matter experts from the

Legal Department who helped develop and drive the compliance programs. The general counsel

was the senior level corporate officer responsible for antitrust and he appointed a senior legal

manager as the chief antitrust counsel for the company. The company adopted formal

guidelines for antitrust compliance and participation in trade associations. These guidelines were

distributed broadly throughout the company under the signatures of the CEO and the general

counsel.

The appointment of a chief compliance officer in 2000 drove further evolution in all

compliance areas—antitrust included. The chief compliance officer, under the guidance of the

Corporate Compliance Committee brought together all of the company’s compliance programs

under an organization referred to as Ethics and Compliance Central (ECC). ECC’s purpose is to

be a catalyst, provide tools and enable DuPont businesses and functions to manage ethics and

compliance processes and programs through the line management in each organization. ECC

identifies and leverages best practices in ethics and compliance and ensures that members of the

line management in each organization have the tools and resources embedded in their plans and