“The board of directors decides the outlines of the staff, and structural organization of the legal and compliance function. Among other things, it decides whether the functions are joined or separate, whether they are handled centrally or not, to whom these functions report (board of directors, audit committee, CEO, etc.) and what resources and tools will be allocated to these functions so they can do their work effectively and reliably.” This quote comes from an article in the ACC’s Docket, Jan./Feb. 2011 at 42, written by a Swiss lawyer. He goes on to say that the board can delegate these legal and compliance tasks to corporate management who in turn can delegate responsibility further down.
As written, up to the delegation statement, the quote suggests far more intervention than I expect holds for boards of directors. Certainly the board bears ultimate responsibility for the actions of the company, both legal and compliance, but the quote pictures a degree of hands-on decision-making that doesn’t apply. The CEO or the general counsel, in the main, decide the functional characteristic outlined.