Rebecca Walker: A lawyer’s lawyer

Rebecca Walker:??A lawyer’s lawyer

It used to be said in praise of another lawyer that the person was a “lawyer’s lawyer.”??This was someone other lawyers trusted and respected for outstanding professionalism and a commitment to ethical practices.??In the April 2022 issue of SCCE’s Compliance & Ethics Professional magazine, Rebecca Walker, a true lawyer’s lawyer, is the cover story; Adam Turteltaub does his usual incisive interview of Rebecca.??(“The Progression of Compliance” CEP 8-12)??Rebecca is a partner with Jeff Kaplan in the compliance firm, Kaplan & Walker. (Jeff has been my long-term co-conspirator in a number of writing ventures and other compliance and ethics mischief – we’ve worked together since 1988)

Rebecca has done quite a bit of work evaluating compliance programs.??When asked about warning signs, she flagged one in particular:??She has had “a few phone calls from CEOs and general counsel demanding to know ‘who told you that?’”??That’s a warning that senior management commitment is not what it needs to be.?

It is remarkable that a general counsel would do this, but it underscores a point that lawyers sometimes forget.??Being a general counsel does not automatically qualify someone as a compliance officer.??Lawyers need to understand that doing compliance work means you need to learn an entirely new field.??Asking “who told you that” signals someone who does not know or understand the compliance and ethics field.??

She advises companies to focus more on the relationship of the board to the compliance officer. Among her practical points of advice is to be sure the audit committee charter requires that there be executive session meetings with the compliance officer.??There is also value in having an escalation protocol on what compliance matters need to be escalated.??I would personally advise, for example, that every allegation involving an officer be reported to the chair of the audit committee (or whatever independent board committee handles compliance).??On this particular point I would leave no wiggle room.??It is little enough to require such repots; it they are about trivial matters then trust the audit committee to know that and not to waste any time on them.??But if there is any room to avoid reporting, then expect that managers will use it to avoid raising issues involving the top people. Do not give gamesmanship a chance to block such reports.?

Rebecca advises that “the chief compliance officer needs to be able to directly reach the audit committee chair on an immediate basis.” She is exactly right on this.??The compliance officer should have the audit committee chair’s email address and cell number;??they should even have lunch together from time to time.???

The interview is titled “The progression of compliance.”??The fact that we have such talented professionals working in our field tells me that we have progressed very well.???