CCO Certification the New Norm for Corporate Resolutions
July 13, 2022

CCO Certification the New Norm for Corporate Resolutions
The requirement that the CCO certify the compliance program in the recent $1.1 billion Glencore FCPA settlement (our coverage here) is not an anomaly. Compliance certifications will most likely be included in every corporate resolution, Lauren Kootman, Assistant Chief, Corporate Enforcement in the Compliance & Policy Unit of the DOJ’s Fraud Section, said at a recent Women in White Collar Defense Association panel. 

The requirement is an evolution of the Department’s focus on compliance, Kootman noted, an evolution that former acting head of the Fraud Section Dan Kahn shed light on in our recent interview with him. 

“We have for a long time required that… the CEO and the CFO certify that they have met their disclosure obligations, which are usually laid in paragraph six of the DPA, and this certification has grown from that,” Kootman said. CCOs and CEOs should be confident “that they have had adequate visibility and access to information” and they need “to feel comfortable that the compliance program that they are overseeing is reasonably designed and adequately resourced to protect, detect and prevent violations” before signing the certification, she advised. 

Though Kootman assured the certification is not meant to “put a target on the chief compliance officer,” the development has many in the space concerned, as we detail in our analysis of AAG Kenneth Polite’s discussion of the certification earlier this year. Una Dean of IBM recently told me the certification requirement was “startling,” noting that while there have been some helpful clarifications around the certification process, it could still have a “chilling effect” on compliance officers wary of personal liability. My full interview with Dean will be in a forthcoming issue.

Let us know your thoughts on this new component of corporate resolutions.

Rebecca Hughes Parker
Global Editor in Chief

 
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