DGAP-News: Noerr LLP: Amnesty programmes, investment protection and the role of company values - the sixth Compliance Day of the law firm Noerr

2010. július 30., péntek, 10:14

Noerr LLP / Legal Matter

30.07.2010 10:14

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DGAP - a company of EquityStory AG.
The issuer / publisher is solely responsible for the content of this announcement.

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The topicality of Compliance continues unbroken. Host Rechtsanwalt Prof.
Dr. Thomas Klindt welcomed more than 130 participants from Germany,
Austria, Switzerland, the Czech Republic and Luxembourg to this year"s
Noerr LLP Compliance Day, now an established tradition, in Munich"s
Kempinski Airport Hotel at the end of June. Managers, in-house counsel,
compliance officers from the most varied industries, but also investor
relationship managers and financial managers were brought up-to-date on the
newest trends and issues in Compliance and availed of the opportunity for
an intensive exchange of experiences provided by the event.

Strategy needed: amnesty programmes

That an internal company amnesty programme can be quite an effective
instrument in the investigation of cases of corruption, was illustrated by
the Munich Noerr labour law expert Dr. habil. Georg Annuß. "Liability
aspects of amnesty programmes can easily be overlooked in the heat of
battle. Waiving a claim of the company against a cooperating employee can
be expensive if precise care is not exercised", so Annuß.

Procurement law: the self-cleansing solution

"Mistakes in designing and implementing such amnesty programmes could be a
reason for a company being excluded from public tenders even years after a
corruption scandal", is how Uwe-Carsten Völlink, procurement law expert at
Noerr, described the long-term expensive consequences of non-compliance.
"Tender officers are entitled to grant contracts only to compliant
companies. In some federal states, there is a corruption register, in
others, the administration employs coordinated blocks compiled by the
municipalities within a state", according to Völlink. However, even after a
corruption scandal, all is not lost forever. A company which can prove to
the administration that it has conducted a successful self-cleansing
process has quite a good chance of participating again in tenders.

Foundation: company values

Such a self-cleansing process can also be the occasion for redefining and
introducing a company value system. "Most employees are anxious to behave
correctly", said Dr. Petra Sonne-Neubacher, managing director of PSN
Wirtschaftsberatung, Frankfurt am Main, guest speaker at the Compliance
Day. Sonne-Neubacher, who previously held leading positions in the chemical
industry for over ten years, offered the participants a refreshing and
thought-provoking perspective on the subject of "Company values as the
basis for compliance". "Effective communication of values functions in
companies only through consensus - and the forces for postponement are
often strong. Stamina is required to even achieve a change in values", as
Sonne-Neubacher described the challenges which a company faces.

Compliance implementation

The various steps in implementing a Compliance system were explained by the
Noerr corporate lawyer, Dr. Torsten Fett. "Especially in the analysis
phase, one should be able to deal with the frequently encountered
competitive behaviour between employees, i.e. contribute experience of how
a culture of discussion free of conflict can be created - otherwise the
exposure of compliance risks remains a matter of chance", emphasised Fett.

Internal Investigations

Auditor and tax advisor Andreas Brückner of Noerr"s Dresden office, who
advises any affected company to undertake internal investigations, explains
how to proceed if an existing preventative compliance system fails.
"Internal investigations are always only a reaction to indications,
suspicions or already exposed irregularities", said Brückner, "Damage
limitation is the priority. A professionally conducted internal
investigation usually enables the company to remain in command of the
process, continue its business and recover the - at least - damaged trust
of customers suppliers and employees". Usually, external advisors work with
suitable employees of the company so that the tension between distance from
the events and expertise/insider knowledge is appropriate in the course of
the investigations, according to Brückner.

Practice: compliance in the group

On the subject of "Compliance in the group", Daniel Patnaik, head of
corporate legal advice and Audi participation, AUDI AG, and the Düsseldorf
Noerr corporate lawyer Dr. Ingo Theusinger, again made it clear that there
is no blueprint for the correct compliance architecture in a group. "The
possibility of implementing compliance within a group is determined by the
possibilities of the parent company to exercise its influence", said
Theusinger. Daniel Patnaik reported from practice that "the supply of
information to the decision-making bodies is crucial". Efforts to direct
the flow of information so that the necessary compliance measures are
implemented promptly and effectively into daily business must be
continuous.

Practice: compliance at Merck KGaA

The changes to the risk management and the company strategy of the
Darmstadt pharmaceutical and chemical group Merck brought about by
compliance were reported by its Corporate Compliance Officer, Rechtsanwalt
Michael Volz. At the beginning of 2000, the company, which is active
worldwide in 61 countries, was in the headlines and in the sights of the
cartel authorities because of a breach of international cartel laws and has
since made compliance a matter for the highest management level.
"Compliance is not static but an evolutionary process. We must continuously
adopt our company-wide uniform compliance programme to the ever-increasing
German and international requirements. US regulations, in particular, play
a role. In addition, in the case of acquisitions or even the selection of
suppliers, an integrity check is increasingly an integral element in the
Due Diligence", said Volz.

Trend: Carbon Compliance

That compliance is not confined to the subjects of corruption and cartels
was shown by the Noerr environmental law expert, Uwe Erling, LL.M.: "In the
USA, since 2007, institutional investors insist on transparency with regard
to possible climate risks and base their investment decisions on "Carbon
Compliance" (CC)", said Erling. In addition, the Stock Exchange Commission
issues annual guidance on the disclosure of climate risks. "Here in
Germany, too, institutional investors increasingly make decisions according
to CC considerations", said Erling, who also advises clients on emissions
trading. "Climate litigation, already tried several times in the USA, will
not be successful in its present form in Germany due to the narrower German
legal liability framework", said Erling, "but it is no longer a purely US
phenomenon: only recently, the state of Micronesia, a group of islands in
the west Pacific, claimed against the Czech Republic, in connection with an
environmental impact review of the extension and renewal of the Ponerov
coal power station, that the CO2 emissions from the power station
endangered the island group. This not only caused a government crisis there
but endangered the approval of the power station for months. The case shows
vividly the internationalisation of climate litigation which must be
considered now particularly by internationally active companies", according
to Erling.

Background

This was the sixth Noerr Compliance Day. Noerr and Rechtsanwalt Prof. Dr.
Thomas Klindt are among the pioneers in "Compliance" in Germany. Klindt is
co-publisher of the Zeitschrift für Corporate Compliance (CCZ). In 2008 he
was named "Legal Innovator of the Year" by the Financial Times Innovative
Lawyers Awards of the British FT because he "contributed to changing the
attitude to compliance in Germany".



Dr. Michael Neumann, MBA
Noerr LLP
Brienner Str. 28
80333 Muenchen / Germany
T +49 89 28 628 226
M +49 171 1251428
michael.neumann@noerr.com




30.07.2010 10:14 Ad hoc announcement, Financial News and Press Release distributed by DGAP. Medienarchiv at www.dgap-medientreff.de and www.dgap.de

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