GC vs. CCO: The Big Debate

From the Experts

, Corporate Counsel


There are a number of problems that arise from dividing up the responsibility for risk management between general counsel and chief compliance officers.

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What's being said

  • Mike Moser

    Most CCOs and GCs who are thoughtful about the two roles see the compliance function as an operations job and the counsel function as an advisory job. It is this implementation vs. advice focus that differentiates the roles. Not all advisors, no matter how effective in rendering sound advice, implement well. Having been in one, the other, or both roles for a couple decades, legal vs. organizational risk really does not differentiate the compliance and legal functions.

  • Serving both roles is a conflict of interest in that the job of the General Counsel is to protect the company from legal liability whereas the role of the CCO is to raise the organization above just following the law and guide it to what it should do, i.e., transparency and preventing the wrong doing. As Senator Grassley said about Ms. Sulzbach who tried to serve both roles "It doesn‘t take a pig farmer from Iowa to smell the stench of conflict ..."

  • Different commenter than above: I‘ve been following compliance for over a dozen years and this is the first I‘ve heard of assigning "organizational risk" as distinct from "legal risk" to the CCO. Except for the purely ethical side of ethics & compliance risk, compliance risk is all a form of legal risk.

  • chad fentress

    I think an important distinction that is not often made is the GC has an advocacy role that conflict with the compliance role. GC must defend the company against charges of regulatory violations or other actions. The CCO and I prefer Chief Ethics and Compliance Officer works to ensure compliance and mitigate risk. GC may see changing a disputed policy or practice as an "admission" of fault, while the CECO sees the imperative to stop conduct that falls short of the companies values, code or policies.

  • The nice way to say it is: this article represents an imperfect understanding of the role of compliance, the conflicting mandates, and how an effective program should be designed and implemented. Too many inaccuracies to address in a comment section. More coming.

  • The article fails to mention the fact that more and more the Federal Government, when imposing Corporate Integrity Agreements ("CIA"), require the Corporation to separate out the GC position from the CCO position especially when the CCO is an attorney.

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