COUNCIL MEETING 2014

Expanding Knowledge & Understanding of the Ethics & Compliance Program Across Executive Leadership Practical Strategies for Success

Today’s Presenter: Ingrid Fredeen Vice President, Advisory Services NAVEX Global

Current Trends and Challenges Discussion: What’s Working NAVEX Exchange Best Practices NAVEX Global Advisory Council 2014

What topics would you focus on? What additional topics would you like to see included? ChecklistChecklist NAVEX Global Advisory Council 2014

In the Next Two Years What are the Top Three Most Desired Skills/Experience Needed to Contribute to Your Board's Success? Source: Deloitte 2012 Board Practices Report NAVEX Global Advisory Council 2014

The organization's governing authority [board] shall be knowledgeable about the content and operation of the compliance and ethics program and shall exercise reasonable oversight with respect to the implementation and effectiveness of the compliance and ethics program. Source: 2011 Federal Sentencing Guidelines Manual §8B2.1.2A NAVEX Global Advisory Council 2014

The organization shall take reasonable steps to communicate periodically its standards and procedure to: High-level personnel Substantial authority personnel Employees Agents This can include: Conducting effective training programs Disseminating role-relevant information Obligation Extends to Senior Leaders Source: 2011 Federal Sentencing Guidelines Manual §8B2.1 NAVEX Global Advisory Council 2014

Boards are Receiving Training on General Governance Source: PwC’s 2013 Annual Corporate Directors Survey NAVEX Global Advisory Council 2014

Does Your Organization Provide Education for New and Existing Directors On: Source: Deloitte 2012 Board Practices Report NAVEX Global Advisory Council 2014

Survey Question How confident are you that your board is sufficiently informed about your organization’s ethics and compliance program and risks to carry out its oversight responsibilities? 1. Extremely confident 2. Moderately confident 3. Neutral 4. Not very confident 5. Not confident at all

Survey Question How confident are you that your senior leaders understand your organization’s ethics and compliance program and risks? 1. Extremely confident 2. Moderately confident 3. Neutral 4. Not very confident 5. Not confident at all

Survey Question On average how much time do you think you need each year to adequately improve knowledge and understanding among these audiences? 1. Less than 1 hour hours hours hours

Survey Question What are the greatest barriers to providing these audiences with role-based ethics and compliance training? 1. Cost to develop 2. Resources to develop 3. Finding training time 4. Making it engaging & relevant 5. Other

Discussion Questions: Current Practices How are you reaching these audiences today with role-based training? What works best for these audiences? NAVEX Global Advisory Council 2014

You’ve Helped Create a Solution that Addresses 5 Key Challenges 1. Battle for mindshare—limited time and many competing priorities 2. Modular training delivered periodically in shorter bursts 3. Mobile learning solutions for learners on the go 4. Content options allow for risk-based assignments 5. Role-based content with a focus on senior leadership and boards NAVEX Global Advisory Council 2014

NAVEX EXCHANGE DEMO REEL [VIDEO] NAVEX EXCHANGE DEMO REEL [VIDEO] NAVEX Global Advisory Council 2014

What Is NAVEX Exchange? NAVEX Exchange is a robust series of thought leadership videos of: o World-class clients o NAVEX Global experts o ACC members o Leaders from the broader legal, ethics and compliance communities We’ve created a library of compelling video resources designed exclusively for a senior-level audience: o C-Suite o Board members o Executive Management o Legal, ethics and compliance professionals We’ve delivered it in an easy-to-access and engaging format. Each video: o Covers 1 topic area o Is 3-5 minutes in length o Includes key learning points NAVEX Global Advisory Council 2014

Collaboration with the Association of Corporate Counsel (ACC) NAVEX Global is the exclusive provider of video-based, thought leadership videos for ACC members on ethics and compliance topics.

NAVEX Exchange Microsite Delivered in an easy to access mobile-enabled (password protected) microsite on the NAVEX Global Corporate site Eligible clients receive a unique company link that will allow for a maximum of 500 unique users Company link allows for easy self-registration for users to create a unique username and password NAVEX Global Advisory Council 2014

37 Topics Today In Many Categories, With More To Come Bribery & Corruption Policy Management Program Effectiveness Social Media Risks Emerging E&C Risks Compliance Program Fundamentals Compliance Program Effectiveness Working With Compliance Third Party Risks Retaliation Culture & Engagement Board Oversight Third Party Risk Management Series: Third Party Risk Management Gifts & Entertainment Global Supply Chain Risks Investigation Fundamentals Data Privacy Cyber Security Risks NAVEX Global Advisory Council 2014

NAVEX EXCHANGE VIDEO NAVEX EXCHANGE VIDEO NAVEX Global Advisory Council 2014

Survey Question With respect to organization of information on the NAVEX Exchange website, what is your opinion? 1. Self-service model works for our organization 2. Self-service model, but categorize the videos into topic areas 3. Designated curriculum bundle would be better 4. Other

Discussion Question: Utilization Best Practices How would you utilize these videos in your organization? What additional materials from NAVEX Global would be helpful for communication and deployment? NAVEX Global Advisory Council 2014

Discussion Question: Utilization Best Practices If you had access to individual, NAVEX Exchange video files, how would you: o Use them? o Deploy them? NAVEX Global Advisory Council 2014

Curriculum Bundles

Survey Question If you created a bundle of NAVEX Exchange videos, how many videos would you include in an ideal bundle? 1. Less than

Recommended Areas to Cover Oversight role Culture and culture change Questions to be asking the CCO What is an effective program Current developments in Ethics & Compliance Deep dive into specific risk areas Best practices of peers Code of conduct overview Role of the compliance function NAVEX Global Advisory Council 2014

Deep Dive Risk Areas Cybersecurity Third Party Risk Bribery & Corruption Retaliation Privacy

Senior Leader Learning: Strategies For Success

Common Mistakes Too much information (all at one time) Not relevant to their their role or information they need to know Failing to provide sufficient context One-time or annual briefing on current legal developments with high-level review of the law, news articles and stats A one-way lecture by an outside legal expert NAVEX Global Advisory Council 2014

Strategies For Success Rather than giving a one-time presentation, view engagement of the board as: A continuing curriculum Rolled out in digestible manner Relevant, high-value increments of information Build upon past conversations so discussions can become much more meaningful and robust over time Same general advice applies for senior leader training NAVEX Global Advisory Council 2014

Digestible and concise Scenario-based Interesting and relevant Easy to understand Can include statistics, anecdotal or narrative reports Provides context and data that helps them understand questions to ask Tied to oversight responsibilities Designed to improve role effectiveness Part of a continuing conversation BEST PRACTICES: Senior Leader Learning BEST PRACTICES: Senior Leader Learning NAVEX Global Advisory Council 2014

Thank you