Directorship Essentials: Compliance and Ethics

Course Format

The course is divided into seven sections, each of which represents a key area of focus for directors as they oversee their organization's compliance and ethics efforts:

The Program —An introduction to compliance and ethics programs, including the legal roots of your and your organization's related duties.

Sentencing Guidelines —The central role of the Federal Sentencing Guidelines in shaping compliance and ethics programs at all organizations.

Standards & Tools —This overview of the essential elements of compliance and ethics programs delves into the board's roles regarding the code of conduct and the organization's confidential "hotline."

Leading Practices —Having established the framework, in this section, the course gets tactical and focuses on specific actions that boards can and must take to oversee an effective program.

Risk & Effectiveness —Why does an effective program matter? This section explores the role of compliance and ethics in mitigating key risks, including reputational risks, the risks posed by the organization's reliance on third parties, and the risk of board misconduct.

Culture —This section looks more closely at the importance of an ethical culture, both as a tool for driving compliance and ethics and as a result of those efforts. Among other issues, it explores how executive incentives and encouraging "speaking up" are powerful tools by which boards directly affect their organization's "tone at the top."

Directory's Duty —Ultimately, each director impacts their organization's success in compliance and ethics.

Every section of the course includes commentary from NACD's faculty of leading directors and experts, who share their deep experience about the director's role in compliance and ethics. You'll also take a journey in the shoes of a new director, confronting the challenges of compliance and ethics oversight – and leadership – during her first year on a board.

The course also includes links to many additional tools and resources you may find useful and opportunities to benchmark or reflect on your own organization's compliance and ethics efforts.

This course will focus on a director's role in compliance and ethics within a for-profit corporation, but most of the principles and strategies discussed also apply to nonprofits and other forms of enterprise.

Let the thought leaders of NACD help you explore your personal role as a director in your company's efforts to do things right, do the right thing, and lead and succeed ethically.

Learning Objectives

By the end of this course, you should be able to:

1. Identify examples of a director's appropriate role in an organization's compliance and ethics program.

2. Distinguish between poor and leading practices for effective oversight of an organization's compliance and ethics program.

3. Identify the typical elements of an effective corporate compliance and ethics program.

4. Recall laws and regulations that serve as frameworks for compliance and ethics programs, regardless of industry.

5. Identify acts that are considered misconduct by board members and executives.

6. Identify risks that emerge for organizations when their compliance and ethics program falters.

At the end of the course, you will be directed to take a short exam based on these learning objectives. You must pass that exam to earn credit from NACD for completing the course.

It will take you about two to three hours to complete the course, although you do not need to finish it in a single sitting. Rather, when you return, the course will resume where you last left off.

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