APPOINTMENT OF COMPLIANCE OFFICER RESOLUTION

Appointment of a Compliance Office is a critical element in compliance program effectiveness. Failing to appoint a compliance officer is almost an automatic indication that a compliance program is not effective. Below is an example of a compliance officer appointment resolution.

The Board of Directors of _____________ (the “Provider”) as constituted on _____________, 2016, hereby take the following actions and resolutions at a meeting of the Board of Directors that was duly noticed, called, and at which a quorum was present to conduct business and which was held on the _____________ 2016.

The Board of Directors of the Corporation hereby take the following actions and resolutions regarding the establishment of a compliance program (hereinafter “Compliance Program”) and appointment of a compliance officer for the Corporation:

WHEREAS, it is the policy of the Provider to appoint senior-level personnel to oversee and implement the Compliance Program for the Provider.  The Compliance Program is a critical program for the continued well-being and viability of our organization that contributes significantly to maintaining the trusted relations we strive for with those we serve.

WHEREAS, successful integration of the compliance principles and standards into the daily activities of every position within the organization requires sustained efforts and vocal senior management support. Appointment of appropriate high-level staff underscores the importance assigned to this effort by senior management staff.

WHEREAS, the Provider wishes to ensure that the Provider Board of Directors adopts a corporate responsibility policy that underscores the need for governance oversight of the implementation and effectiveness of the Compliance Program and senior-level management responsibility for implementation and management of compliance efforts.

NOW THEREFORE, BE IT RESOLVED, that the Provider shall appoint a high-level member of the administrative staff to administer the Compliance Program and provide the support, staff, and resources required to implement and maintain an effective Compliance Program. The Compliance Officer may report administratively to the President of the Provider and shall have direct access to the Board of Directors for matters related to the implementation and effectiveness of the Compliance Program.

RESOLVED, that the Provider hereby appoints __________________ as Compliance Officer to serve until removed or replaced by the Board of Directors.

RESOLVED, that the Board of Directors has received from ______________ a summary of the recommendations of legal counsel regarding certain gaps that exist in the Provider’s Compliance Program and the Board of Directors wishes to direct the Compliance Officer to work in conjunction with legal counsel to develop a specific work plan to correct policy gaps that currently exist in the Compliance Program (“Work Plan”) and the Compliance Officer shall present the Work Plan to the Board of Directors for further consideration.

RESOLVED, the Compliance Officer shall work with legal counsel to further refine the structure of the Compliance Program to leverage existing Provider resources to the greatest extent possible and develop the policies necessary to implement the Compliance Structure for  consideration and approval by the Board of Directors.

RESOLVED, that the Compliance Officer shall include a report on the progress being made with respect to the Work Plan at each meeting of the Board of Directors until such time as the Board of Directors is satisfied that the basic elements of an effective Compliance Program are in place.

Internal Reporting System for Compliance Concerns

Setting Up Your Internal Reporting Mechanism

One of the primary elements in a Compliance Program is the creation of a system that permits employees and others to provide information regarding potential compliance issues without fear of retaliation.  In larger organizations, multiple pathways permitting employees to make anonymous complaints should be maintained.  Oftentimes providers use 24 hour compliance “hotlines.”  Online reporting systems or “drop boxes” are also commonly used.  Whatever system is used, it is crucial that employee understand that they are encouraged to provide information and that there is a clear prohibition against others in the organization retaliating against them for providing information.  It should also be made clear to employees that wherever possible the identity of the person providing the information will be kept confidential.

Establish Compliance Reporting Process

The establishment of the compliance reporting process and communication to employees that retaliation will not be tolerated is a central element to an effective compliance program.  Such a system will help the practice obtain valuable information, hopefully early on, before the issue becomes a big problem.  Additionally, the openness of the program will send a strong signal to the outside world, such as government regulators, that the organization takes compliance seriously.

If information is obtained through the hotline system it must be taken seriously.  Certainly not every piece of information will be reflective of a serious compliance problem, and an employee could potentially have other motives for making a compliant.  Regardless, it is crucial that the information be acted upon and that the action be documented.  If the compliance officer concludes that there were alternative motivations for the complaint, that fact should be substantiated and documented.  If an objective investigation indicates that there could be a compliance issue, the matter needs to be pursued through an appropriate outcome.  Depending on the circumstances and the result of a thorough investigation, the outcome could range anywhere from additional training through a self disclosure to the government.