By Amy Fliegelman Olli
As part of a successful remediation of a Deferred Prosecution Agreement, the Company brought in a leading authority on compliance and ethics, Pat Gnazzo, to set up the original program. Pat provided the Company clear tenants to help us through to a successful remediation. When Pat retired from this role and I took over the function in 2009, we had an opportunity to reexamine our compliance and ethics programs and improve upon the very strong foundation that Pat built. We embraced this opportunity to fine-tune our approach to ethics and compliance. I believe it is critical to ensure that everything we do within the legal department is in line with the greater business goals of the Company – and ethics and compliance is no exception. With this in mind, we set about building our ethics and compliance programs with the ultimate goal of ingraining these principles fundamentally into how we do business at CA Technologies. We also worked to ensure that our initiatives and our function within the company were better understood by all employees – starting with our executive team.
My team and I made it our number one goal to facilitate strong relationships with our executive leadership team. We find too often that executives see the legal team as a separate entity of the company – one to review and modify business decisions and contracts after they have been proposed. At CA Technologies, we want to be involved in the decision making process from the beginning.
My team and I are not just legal professionals; we’re business people and we are able to use our expertise to help the company mesh business with ethics, compliance and the legal system. We have helped further align executive compensation with ethics, expanding the pool of managers whose compensation turns, in part, on doing their part to help drive an ethical business culture. We have also increased our emphasis on constructive resolutions to compliance issues, such as training, counseling, process changes and financial consequences for inappropriate conduct. Of course, there are instances when it is our responsibility to counsel, or even insist upon, more significant action, such as termination of employment or other business relationships, and we never shy away from this responsibility. However, we endeavor to craft value-add resolutions whenever possible to help foster working relationships with the business.
Through building these relationships and exercising our business savvy, we are now seen as a resource for our executive leadership team, and we are included in business decisions as they are being made. Since we started at the top, embedding ethics and compliance into the decision-making process of our executive team, we are able to take that approach down the corporate ladder. Our executive teams lead with ethics and compliance in mind, and through leading by example; our managers know that it is important to approach their jobs the same way.
How did we do this? We restructured our department in a manner that’s different from many compliance and ethics functions. Instead of having one person oversee both compliance and ethics, we split the responsibilities. We now function with a Chief Compliance Officer and a Chief Ethics Officer, both of whom report into me, the general counsel. Splitting the functions has allowed each department to spend more time reaching out to employees to educate them and to create customized programs that help us to embed ethics and compliance into our company.
In support of this cascading effect and to educate our employees about why these principles are important to the company – and to their individual jobs – our Chief Ethics Officer and members of his team traveled the globe, where they held oneon- one meetings with dozens of managers and held a number of employee focus groups involving hundreds of employees. Through these exercises they were able to gain a better understanding of where our programs were working and where we had work to do to help increase the level of employee engagement and understanding of the compliance and ethics function.
Because we believe the best way to educate employees across the globe is through direct engagement, we are creating targeted programs that will help managers drive the important message that good ethics and compliance is good business. We have also worked, in response to employee feedback, to make our compliance training and awareness campaigns more fun, interesting and relevant to the target audience.
As a result of these initiatives, not only are our managers better equipped to handle ethics and compliance issues efficiently and professionally, we are seeing that employees are more comfortable raising concerns with their direct managers. The act of educating people about what we do has helped employees at every level understand why ethics and compliance are important to the function of the business. They now understand that ethics and compliance isn’t just something for executives to worry about – these principles play a role in their jobs too.
Our efforts around ethics and compliance are making a difference throughout CA Technologies, both on the business and cultural front. We have worked hard and continue to work hard to ensure our programs are built and executed in such a manner that they are embedded in what we do every day – at each and every level and function throughout the company.
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Amy Fliegelman Olli is executive vice president and general counsel at CA Technologies, responsible for the company’s Law Department, including all legal activities relating to software licensing, intellectual property,
litigation and acquisitions.
