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.