Gaining Corporate Commitment

Pages17-23
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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

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