Corporate Compliance Ukraine Legal Counsel Forum 23 October 2014 Sören Schomburg

Compliance Definition 2 The entirety of all organisational measures aimed at the adherence to all legal obligations by a corporate entity, the members of its organs and its employees. United Kingdom “But it is a defence for C to prove that C had in place adequate procedures designed to prevent persons associated with C from undertaking such conduct.“ United States „a program designed to prevent and detect criminal conduct” Germany No definition; reference is made in the Banking Act, the Securities Trading Act and the Insurance Supervision Law, the Minimum Requirements for Risk Management and other more recent provisions EU Several references in different directives Definition in Solvency II directive: compliance regulations in EU Directives to be implemented by member states

Compliance Risk-analysis Fines Forfeiture of profits Reputational Risks Individual liability under the law of tort Business Ethics Criminal law risks for senior management Consequences outside criminal/civil law Disruptions in work flow 3

Compliance Implementation of compliance programmes Source: 4

Compliance Overview Risk Risk- analysis Limitation of Risk Distribution of Risk Risk manageme nt 5

Compliance Maßnahmen Compliance- Guidelines Compliance Workshops Whistle BlowingTone from the top Dual control Job - Rotation/distribution of responsibilities IT based controlsEmployee instructions Anti-bribery provisions in third- party agreements External counsel/support Internal InvestigationsAmnesty Program 6

Thank you for your attention! Attorney at Law Sören Schomburg Ufer Knauer Rechtsanwälte Seidlstr München Telefon: Start of 2015: Ufer Knauer Berlin Office 7