Ethics

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Ethics Compliance InvestigationsA Process

• Presented to
• MEO
• November 8, 2005

Dan Giordano VP. Corporate Compliance
Officer Computer Associates Inc.
Sara Lujan Manager, Global Business
Practices Colgate Palmolive
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Session Objectives

• At the end of this session, you should be able
  to
• Define your functions overall role in conducting
  investigations
• To conduct investigations yourself
• To train others to conduct investigations on your
  functions behalf

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Agenda

• Background
• Roles and Responsibilities
• Overview of Investigator Training
• Planning and Conducting the Investigation
• Practice Exercises and Summary
• Session recap
• Conclusion

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Colgates Assertion

• Global Business Practices at Colgate-Palmolive
  responds to all potential violations of the Code
  of Conduct and Business Practices Guidelines.
• Unethical behavior defined as (includes, but not
  limited to)
• Theft, bribes or kickbacks
• Sexual and other forms of harassment
• Discrimination
• Improper sales practices
• Conflicts of Interest
• Financial concerns
• Selected unresolved HR issues
• Other

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Computer Associates Assertion

• Investigate allegations of wrong-doing, as they
  relate to
• Code of Ethics (Conduct)
• Company Policy/Procedure
• the law
• Compliance Officers are usually responsible to
  monitor progress of investigations until brought
  to logical conclusion.

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What about me?

• Clearly define scope of what your Ethics Office
  is responsible for handling.
• Ensure communication of same is clear to business
  lines as well as employees, even
  vendors/suppliers.
• Create a process that starts with the receipt of
  complaint through the closing of a file.

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Who does what?
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Roles and Responsibilities
Business Practices
HR
Legal

• Performance-related
• issues
• Disciplinary issues
• Attendance
• HR HR Policy
• Issues
• Positive employee
• relations

• Code of Conduct Violations
• Harassment
• Discrimination
• Environmental or Safety Issues(only as related
  to Code of Conduct)

• Provide on-going legal advice
• Serve as additional resource
• Provide input on final findings and
  recommendations to ensure compliance with all
  applicable laws.

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Roles and ResponsibilitiesGlobal Business
Practices

• Ensure investigators properly trained
• Assign investigators
• Assign timelines
• Track progress of cases
• Consult where necessary
• Review draft report and recommendations
• Work with all necessary parties to finalize
  report and recommendations
• Assist in communicating findings
• Ensure follow up/implementation of
  recommendations
• Maintain official investigation file

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Roles and ResponsibilitiesThe Investigator

• Commit time and energy to fully understand
  complaint
• Seek to be objective and to gather the FACTS
• Understand policies, practices, precedents
• Understand nature of business and business
  relationships of organization where investigation
  taking place
• Never accept face value always search for
  documentation and substantiation
• Observe and protect confidentiality of all
  parties to the extent possible
• To be THOROUGH

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Overview of a Training Session
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Purpose of Training Program

• In order to effectively and efficiently respond
  to all complaints, it is recommended to train
  people around the globe to investigate on GBPs
  behalf.
• GBP Investigator can be an additional duty to
  regular day job.
• Each Division has at least seven investigators
  on hand to increase response time and
  availability.
• Must consider gender, language, culture,
  function, seniority when assigning investigator.
• Investigator will never investigate their own
  group or location (there are some exceptions).

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Training is a one-day, interactive session
conducted by GBP

• Role playing exercises
• Sample file reviewed and discussed
• Experience and examples shared
• Content compiled in connection with Legal

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Investigator Selection Criteria

• CP trains manager level and above from Legal, HR,
  and Finance who must meet the following criteria
• Nominated by manager or head of function
• Demonstrates good judgment, personable, mature
  (level headed)
• Objective
• Well-respected in organization
• High performance rating

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Agenda for Training

• Overview History, Importance, Code
• Planning the Investigation
• Conducting the Investigation
• Conducting the Interview(s)
• Sample questions provided and discussed
• Investigation Summary and Draft Report
• Decision Making and Follow-up
• Practice Exercises
• Summary

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Training Message

• Process supports Code and Values
• Key requirement of an investigation is
  objectivity
• Gather the FACTS
• Document and substantiate whenever possible
• Maintain accurate and timely case file
• Quality of investigation depends on investigator

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The Investigation
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For exampleCAs Sample Investigation Plan
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Planning the Investigation

• The investigator should
• Treat all complaints seriously
• Conduct a timely internal investigation
• Find the facts
• Document, verify, document
• Provide a detailed summary well thought-out
  recommendations
• Maintain impartiality avoid any implications of
  investigator bias
• The investigator should not
• Automatically assume the Companys position to be
  correct
• Draw legal conclusions
• Draw conclusions based on assumptions that are
  not supported by fact

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Planning the InvestigationStep One (Key
Questions)

• Do you fully understand the complaint?
• When did alleged violation occur?
• Who can I contact for clarification or additional
  information?
• Which Code provision/policy/law has potentially
  been violated?
• What documents need to be reviewed?
• What is your course of action?
• Should any other functions be involved (Audit
  Security EOHS etc.)

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Planning the InvestigationStep Two

• Determine who to interview
• Order of interviews schedule
• Determine interview questions
• Determine location private
• Listening skills
• Confidentiality
• Explain non-retaliation policy
• Note taking

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Planning the InvestigationGeneral Interview
Guidelines

• Interviews should be done during working hours
  and in facility, whenever possible
• Determine if interview(s) should be done in pairs
• Expect to interview at least three parties
• Complaint (assuming not anonymous)
• Alleged wrongdoer
• Witnesses
• Never over-commit or make promises
• Never offer opinions or advice you are there
  only to gather the facts
• Remain calm, confident and impartial at all times
• Do not underestimate anyone

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Conducting the InvestigationMeeting with
Complainant

• Explain process
• Thank employee for bringing situation to the
  Companys attention
• Explain and reinforce confidentiality
• Prove assurance against retaliation
• Ask who, what, when, where, why how
• Find out complainants expectation make no
  commitments
• Verbally review notes post-interview
• Answer any remaining questions
• Explain that you may need to obtain follow-up
  information, and that you will be in touch to
  review conclusions at the end of the
  investigation

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Conducting the InvestigationMeeting with
Complainant-Sample Questions

• What occurred that led to making complaint?
• Get specifics, get it all
• When?
• Frequency? Is it on-going?
• Where did incident (discovery of issue) occur?
• What preceded incident (discovery of issue)?
• Are there any witnesses?
• Why (ask for the context)?
• What was your response?
• Who else do you believe to have been subjected
  (or involved)?
• Who have you told?
• Do you have any tangible evidence? (i.e.,
  emails, voicemails, memos, notes, calendar/diary
  entries)

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Conducting the InvestigationMeeting with the
Alleged Wrongdoer

• Emphasize you will be fair impartial there to
  gather the facts
• Identify relationship between complainant and
  alleged wrongdoer (i.e., supervisor/subordinate,
  peers)
• Reinforce need for confidentiality and
  non-retaliation
• Explain the investigation process
• Observe and record reaction to accusation
• Try to determine with alleged wrongdoer
  background motivation that might have triggered
  complaint
• Ask who, what, when, where, why how
• Verbally review notes post-interview
• Explain possibility of follow-up for further
  info, and that you will be in touch to review
  conclusions at end of investigation

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Conducting the InvestigationMeeting with the
Alleged Wrongdoer-Sample Questions

• What is your response/explanation to the
  allegations?
• Get specifics, get it all
• When did this happen?
• Frequency? Is it on-going?
• Where did incident occur? What preceded the
  incident?
• Do you have any idea why the complainant
  perceived your conduct the way he/she did?
• Can you think of anything you might have said or
  done to make the complainant feel this way even
  if you believe he/she misinterpreted your
  actions?
• Are there any witnesses? Should I speak with
  anyone else that has not been mentioned?
• Who have you told?
• Do you have any tangible evidence? (i.e.,
  emails, voicemails, memos, notes, calendar/diary
  entries)

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Conducting the InvestigationMeeting with
Witnesses

• Emphasize that you will be fair and impartial
  there to gather the facts
• There should be no assumptions of guiltor
  judgment
• Reinforce need for confidentiality
• Explain the process
• Explain the Companys policy of non-retaliation
• Explain that there may never be any follow-up

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Conducting the InvestigationMeeting with
Witnesses-Sample Questions

• How did you become of aware of the situation? -
  Get specifics
• When and where did the incident occur? What
  preceded the incident?
• What was the context?
• What was your response?
• Do you believe anyone else may have been
  subjected?
• Are you aware of any other complaints against the
  accused?
• Who have you told?
• Are there others with relevant information?

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Conducting the InvestigationAnalyzing the
Situation

• What is the issue at the heart of the complaint?
• Are there any external/internal factors that
  contributed to the situation?
• Do you need any additional information?
• Are there records or documents that should be
  reviewed?
• Is the information/witness(es) credible?

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Conducting the InvestigationDecision-making

• What are your initial recommendations?
• Past practices/Is there precedent?
• Consider severity, frequency and pervasiveness of
  the conduct when determining next steps
• Review w/Legal, Office of Global Business
  Practices and other relevant participants

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Conducting the InvestigationInvestigation Report

• Summarize initial complaint
• Provide relevant background history
• Summarize witness statements and other relevant
  documents
• Draw conclusions that are consistent with the
  evidence - avoid any conclusions which might be
  considered legal
• Include recommendations
• The document should be labeled as a draft
• Meet with Global Business Practices and other
  relevant participants to review and finalize
  investigation report and final recommendations
• Finalize investigation report and submit to
  Global Business Practices

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Conducting the InvestigationFollow-up

• In conjunction with member of Global Business
  Practices or Legal staff, notify parties of
  investigation findings and recommended corrective
  action
• If needed, Global Business Practices and/or Legal
  will finalize recommendations with appropriate
  parties and insure implementation
• Verify that all required case file information
  has been submitted to Global Business Practices

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Conducting the InvestigationA Practice Exercise
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Conducting the InvestigationSummary

• Process supports Code and Values
• Key requirement of an investigation is
  objectivity
• Gather the FACTS
• Document and substantiate whenever possible
• Maintain accurate and timely case file
• Quality of investigation depends on investigator

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Session Recap

• Background
• Roles and Responsibilities
• Overview of Investigator Training
• Planning and Conducting the Investigation
• Practice Exercises and Summary

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In conclusion

• Define your program and what is best for your
  company
• Personalize training program according to company
  culture
• The more you know the better the outcome
• Investigation and interview techniques take
  preparation, practice and time

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