From compliance to integrity

He had a “tell.” He would lean forward in his chair, elbows on his desk, fingers steepled, a glint in his eyes refracting through his glasses. A deep breath, then he would deliver his opinion. This typically happened when a difficult or thorny issue involving judgment arose. While he was an intimidating figure, it was also always a relief to speak with him because we all knew his moral compass was unwavering, and so whatever judgment you needed to make, once you spoke with him, you knew you would make the right decision.

In essence, this former boss had integrity. We all knew it: those who worked for him, those he worked for, those who were on opposite sides of a matter, whether transactional or litigation. He was the epitome of integrity.

How about the rest of us?

Gatekeeper, referee, police, sounding board, business partner, trusted confidante. All these descriptions run the gamut of the roles that my former boss and all in-house counsel play for their clients at various points in their careers—sometimes several in one day. In some ways, compliance and integrity could bookend the roles we play or the latter could simply be the manner in which you ensure the former.

Compliance, as the name implies, relates to the set of rules (or tools, if you like) that we lawyers use to govern ourselves and the companies we work for. The many things I do that relate to compliance include completing my own CPDs (typically involving a fourth quarter drive to complete—the Super Bowl is imminent as I write this!), ensuring SOX compliance, advising internal clients on the company’s Code of Conduct and various other industry procedures. It is a long, often tedious list.

Compliance, then, could appear to be a sometimes onerous performance of certain activities to check certain boxes to satisfy those who oversee us. That is not to understate its importance; on the contrary, the consequences of non-compliance can be quite serious. However, anyone with a modicum of diligence and planning can be compliant so far as being able to check off the appropriate boxes. After all, you have the requirements of the ticky boxes to guide you. However, when clients look to us to help them be compliant from this perspective, if that’s the extent of the practice you demonstrate to them, you would at best be seen as a necessary evil—one that likely is a clever computer code away from extinction.

There are better relationships to be had with our clients and colleagues than being a necessary evil or, worse, a person or department to be avoided. Surely we all want to be seen more positively than that. As in-house counsel, I believe the greatest value you can provide to your clients is to be a strategic business partner, and not simply as a gatekeeper for compliance.

But being such a person—a leader (without necessarily being a manager with people reporting to you) who operates with integrity (but avoids being seen as obstructionist)—is not easy. It requires integrity to be successful.

Integrity, alas, is not codified or written down anywhere on any checklist you could use. One of my favourite dictionaries defines integrity as “the quality of being honest and having strong moral principles.” I am not sure what “strong moral principles” specifically tells you, but I know you recognize it when you see it in others. It is evident in everyday interactions. It is not transactional. It is a state of being.

As an individual or officer of the law for your company, your integrity is key to guiding the entity as it charts complicated business waters. Integrity, then, can be the internal compass guiding anything from how we do procurements to how we make business decisions. The times clients and business partners call just to get a “feel” from you or do a “gut check” before they make a decision are opportunities to demonstrate it.

Part of your response may arise from knowledge of compliance requirements, yes, but you are not responding from a position of being able to check the box, but rather, from the perspective of what the right thing to do is. You consider your personal beliefs, and you consider your entity’s corporate identity, values, code of conduct, public image—its ethos, so to speak. It is a situation of “we will do whatever it takes to do the right thing” or, if mistakes have been made, “we will make things right,” regardless of whether a lower performance would meet some compliance checklist. As a partner seen as having integrity, you get to have a say in the strategic decisions of your company, which can dramatically affect the bottom line.

For example, when asked to opine on a clause in a contract and you know the interpretation being requested may be a perverse one (which, even if it gives you a short-term win, would likely cause you long-term harm in the industry), are you able to guide your client to do the right thing by the counterparty, demonstrating good faith even if not necessarily required? Do you have the rectitude to guide them to make the right decision—and still come to you for advice in the future? There is a solid line between integrity and being considered as obstructionist, and as in-house counsel, you must be clear eyed about where that line is.

However, integrity and compliance don’t have to be judged qualitatively along a plane. Both are important. While the requirements of the former may change depending on your title, role, industry, etc., the latter does not. Indeed, at its core, even your approach to compliance is shaped by your integrity. Strive for the highest level.

This article was initially featured in the Spring 2019 issue of CCCA Magazine.

Theodore Dela Avle is Senior Legal Counsel at Bruce Power, where he strives to bring integrity to everything he does while still being human. Reach him at dela.avle@brucepower.com.