Corporate Governance and FCPA Compliance: The Board's Duties and Obligations

Meeting Duty of Care Requirements, Facilitating Effective Oversight, and Minimizing FCPA Risks

Recording of a 90-minute CLE webinar with Q&A

Conducted on Wednesday, February 18, 2015

Recorded event now available

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Program Materials

This CLE webinar will provide guidance to counsel for corporations and boards on the board’s duties with regard to FCPA compliance. The panel will examine the board’s role in cooperating with government investigations and self-reporting of potential violations. The panel will offer best practices for meeting the duties of the board and ensuring FCPA compliance.


Corporate compliance breaks down when the board fails to carry out its duty of care with regard to FCPA compliance. Absent effective board oversight, it is more likely that corporate management as well as employees will disregard company policies and cross the line in violation of the FCPA and other anti-corruption laws.  

Increasing anti-corruption enforcement around the world should have boards taking notice and recognizing their role in minimizing FCPA and anti-corruption risks. In preventing harm to the company and its shareholders, board members serve as watchdogs of the corporation’s corruption risks. They play an important role in compliance, cooperation with investigations, and whether to self-disclose potential violations.

With individuals facing prosecution and potential stiff penalties and board members facing shareholder suits, counsel to both corporations and boards must be prepared to guide their clients on their duties, responsibilities and essential function in the ongoing effort to minimize anti-corruption risks.

Listen as our authoritative panel examines the role of the board of directors in FCPA compliance as well as issues such as cooperating with government investigations and self-reporting. The panel will discuss the duties of the board and the areas of potential pitfalls. The panel will provide counsel for the companies and boards with guidance for ensuring FCPA compliance and meeting the duties of the board.



  1. Role of board
    1. In compliance
    2. Cooperation with investigations
    3. Self-reporting
  2. Duties of the board
    1. Care
    2. Oversight
  3. Potential pitfalls
  4. Best practices for FCPA compliance


The panel will review these and other key issues:

  • What steps should boards and their counsel take to ensure proper oversight of the company’s compliance efforts?
  • What involvement does the board have in determining whether to self-report potential anti-corruption violations?
  • What role do corporate governance failures or complacency have on corporate FCPA compliance? What policies should be in place so that the board meets its duty of care?


Kathryn Cameron Atkinson
Kathryn Cameron Atkinson

Miller & Chevalier

Ms. Atkinson is the Chair of the firm’s International Department and focuses her practice on the design and...  |  Read More

Jay G. Martin
Jay G. Martin
Vice President, Chief Compliance Officer and Senior Deputy General Counsel
Baker Hughes

Mr. Martin, prior to joining BHI, served as Assistant General Counsel of Mobil Oil Corporation’s Worldwide...  |  Read More

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