In its 2023 GC Survey, Axiom asked general counsels how they perceived themselves in terms of their role as the company conscience. According to the results of that survey, an overwhelming majority of general counsels saw themselves as guardians of the company’s values. While it does appear that “corporal counsel as company conscience” is now a widely accepted belief among many general counsels, it is not held by all.
For some of us, the general counsel is not THE company conscience. The general counsel is merely ONE of many who serve as the company’s conscience. The responsibility for corporate conscience is not the responsibility of ONE. It is a responsibility shared by ALL.
As I see it, general counsel satisfies the responsibility by actively participating in company functions relating to leadership, training, reporting, and investigating along with other staff and business leaders.
- Leading: Senior administrators and managers are responsible for creating an ethical company culture:
- 1) by communicating expected ethical norms to employees;
- 2) by making all employees feel part of the company’s effort to create an ethical culture; and
- 3) by demonstrating ethical behavior.
- Training: Senior administrators and managers are responsible for:
- 1) training all company employees about the company’s ethics and compliance program; and
- 2) training all company employees on how to use a systematic approach to ensure ethical business decision making.
- Reporting: Senior administrators and managers are responsible for creating a process by which employees can report behavior they believe to be either unethical or unlawful without fear of retaliation.
- Investigating: Senior administrators and managers are responsible for fairly and impartially reviewing alleged unethical or unlawful activity and fairly taking appropriate action.
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