The Corporate Monitor: An Enigma No More.

• Author: Mcdougal, Amy E.
• Position: Ethics Corner

It is a piece of paper that sends chills up any government contractor's spine--the Notice of Proposed Suspension or Debarment for an ethical failure. These notices sometimes get resolved after a panicked call to legal counsel, and a timely and thoughtful response to the agency suspension and debarment official explaining mitigating circumstances or remedial actions taken.

At other times, resolution may take a few years when a contractor enters an administrative agreement with an agency to resolve the issues identified in the notice.

These agreements are designed to set forth the terms under which the government agency will permit a contractor to continue to do business with the government in lieu of suspending or debarring the company. While there is no prescribed format, a common theme behind many of them is to "right the ship" from an ethics and compliance program perspective.

The financial and reputational implications can be enormous. An administrative agreement may prescribe a range of ethics and compliance remedial actions the contractor is required to take, including but not limited to: appointment of a chief ethics and compliance officer; implementation and posting of specific policies related to the misconduct; changes in processes and procedures; implementation and internal promotion of a whistleblower hotline; removal, discipline, or reassignment of individuals who were involved in misconduct; training on ethics or compliance topics; reporting to the government agency; and appointment of a corporate monitor.

While most of these points are familiar to anyone who has worked for a government contractor, it is the last point that still remains somewhat enigmatic. Who is this "corporate monitor" and what exactly does he or she do?

Their main purpose is to supervise the execution of an administrative agreement and report back to the government on a contractor's compliance. Though the monitor's scope can vary, it is typically tailored to target the specific misconduct or issue that was the root cause for the notice of suspension or debarment.

Generally, it is safe to assume the monitor will be working closely with, or even within, a company for a period of several years and will be required to submit periodic reports to the government agency. The monitor will be communicating regularly with employees at all levels. It is therefore critically important that a contractor select someone whose personality is a fit with the contractor's...