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.