Essentials of Enterprise Compliance

Appendix A. Sarbanes-Oxley Act of 2002—Effective Compliance and Ethics Program

The sections included here have been referenced throughout this book and are provided for your reference. They set forth the requirements for an effective compliance and ethics program.

The full act can be obtained from the U.S. government web sites or directly by contacting any number of government agencies, including the Small Business Administration and the Department of Commerce.

§8B2.1. Effective Compliance and Ethics Program

(a) To have an effective compliance and ethics program, for purposes of subsection (f) of § 8C2.5 (Culpability Score) and subsection (c)(1) of § 8D1.4 (Recommended Conditions of Probation-Organizations), an organization shall —

1. exercise due diligence to prevent and detect criminal conduct; and

2. otherwise promote an organizational culture that encourages ethical conduct and a commitment to compliance with the law.

Such compliance and ethics program shall be reasonably designed, implemented, and enforced so that the program is generally effective in preventing and detecting criminal conduct. The failure to prevent or detect the instant offense does not necessarily mean that the program is not generally effective in preventing and detecting criminal conduct.

(b) Due diligence and the promotion of an organizational culture that encourages ethical conduct and a commitment to compliance with the law within the meaning of subsection (a) minimally require the following:

1. The organization shall ...