Ethisphere’s Anti-Corruption Program Verification offers objective, independent verification of a company’s anti-corruption program and initiatives, including a comprehensive review of policies, procedures, training, communication, controls and enforcement.

Anti-Corruption Program Verification can only be earned by companies that are able to prove they have designed, implemented, and enforced a robust, best-in-class anti-corruption program that is capable of  reasonably detecting and preventing bribery and corruption. For more information about this and other programs, please visit http://www.ethisphere.com/anti-corruption-program-verification/

“Corpedia was consistently impressed during the course of the review process with Legg Mason’s culture and particularly its commitment to its long-standing ‘no chalk’ philosophy,” said Erica Salmon Byrne, Senior Vice President, Compliance Advisory Services and Assistant General Counsel of Corpedia, one of Ethisphere’s licensed credentialing partners. “Legg Mason has incorporated this viewpoint into its training, its communications and its evaluation process, and the impact on employees was clear.”

About Legg Mason

Since its founding in 1899, Legg Mason has evolved into one of the largest asset management firms in the world, serving individual and institutional investors on five continents. Today’s Legg Mason is a diversified group of global asset management firms (“affiliates”) who are recognized for their proven investment expertise and long-term performance. The principal investment affiliates of Legg Mason are among the industry leaders in their respective areas of specialization, with unique investment approaches that have been developed over decades. The distinctive Legg Mason “multi-affiliate” business model provides clients with a broad spectrum of Equity, Fixed Income, Liquidity and Alternatives solutions, from mutual funds to college savings plans to variable annuities to separately managed accounts. Visit Legg Mason at http://www.leggmason.com

About Ethisphere Institute

The research-based Ethisphere® Institute is a leading international think tank dedicated to the creation, advancement and sharing of best practices in business ethics, corporate social responsibility, anti-corruption and sustainability. Ethisphere Magazine, which publishes the globally-recognized World’s Most Ethical Companies® ranking, is the quarterly publication of the Institute. Ethisphere provides the only third-party verifications of compliance programs and ethical cultures that include Ethics Inside® Certification, Compliance Leader Verification™ and Anti-Corruption Program Verification™. The Institute’s premier membership group, the Business Ethics Leadership Alliance™, is a business ethics forum that includes more than 100 leading corporations, universities and institutions that collectively leverage their experience, expertise and innovative ways to address emerging compliance challenges. More information on the Ethisphere Institute, including ranking projects and membership, can be found at www.ethisphere.com.

Yes, protection of our reputation for integrity and the exercise of good judgment [are], to me, our code of ethics. Defined in this fashion it puts a great deal more burden on each of us as individuals than were we to have, as many companies do, a list of rules or a series of do’s and don’ts. To me, such rules are merely props for weak characters. And, to my mind, there is no room for weak characters in our Company – or in any company which strives to be a good corporate citizen.

– William P. Drake, C.E.O. of Pennwalt Corp., 1976

In today’s corporate legal environment, it is nearly unfathomable that only thirty-five years ago, corporations like Pennwalt publicly eschewed formalized compliance protocols. Then again, the governing legal regime has greatly changed since that time. Corporations operating in the current global economy are subject to a myriad of laws and standards regulating nearly every aspect of business, from internal accounting practices to external environmental standards. “Something as simple as failing to check the right box on an environmental report can lead to greater criminal consequences than theft.” In short, these laws are complex, ever-changing, and most of all, consequential.

The consequences of failing to implement a compliance program extend beyond legal penalties. Compliance programs affect the credibility of a company in the eyes of its business partners, the capital markets, and the general public. In the long term, businesses that act in accordance with the law have an advantage in the marketplace. Companies that are viewed as ethical are better able to recruit and retain staff, enjoy more stable business relationships, and experience greater earnings potential. Conversely, compliance transgressions can devastate a company, as evidenced by the recent Foreign Corrupt Practice Act cases involving Alcatel-Lucent, BAE, and Siemens.

Accordingly, today’s corporations no longer have the luxury of choosing to implement a compliance program. Compliance is now a presupposed component of a corporation’s organization. The choice for corporations instead is how to structure such programs. Although the possible organizational models are many and varied, this Article argues that models based on functional rather than structural considerations are the most effective. While decentralized compliance models underscore that compliance is a collective task, such organizational structures ultimately are dependent on the aptitude or attitude of ever-changing individual employees. Conversely, the efficient deployment of company resources and expertise gained through centralization are for naught if employees view compliance as little more than ignorable directives from the command on high. A functional approach to compliance achieves a balance between centralization and decentralization. It ensures that a compliance program is substantive enough to satisfy a company’s legal obligations while remaining sufficiently nimble to address novel compliance issues.

Traditional Corporate Compliance Structures

The decision as to how to organize a compliance program is typically within the executive discretion of senior management. Among the numerous considerations that affect that decision are the company’s objectives. The manner in which a company structures its compliance program will vary depending on whether its primary goal is to improve its bottom line, protect senior management, or comply with a particular legal regime. For the purposes of this Article, the presumption is that that choice is driven primarily by the question of which compliance organization is the most effective in ensuring adherence to the relevant ethical and legal obligations. In order to answer that question, however, it is important first to understand the corporate scaffolding on which compliance programs are built.

In a board-structured management system, there are generally two methods for organizing a compliance program. One approach is to assign compliance responsibilities to the board as a whole. Alternatively, compliance duties and responsibilities may be delegated horizontally to a board committee or select board members. Regardless of whether compliance responsibilities are delegated horizontally, they are almost always delegated vertically to subordinate levels of management through the creation of hierarchical levels of supervision. At the subordinate levels, specific employees are responsible for the performance of particular compliance tasks. At the highest level, board members retain overall supervisory responsibility with specific compliance portfolios delegated to designated managers.

Centralized Compliance Models

Horizontal delegation of authority typifies centralized compliance systems. The most common horizontal delegation structure is the appointment of a chief compliance officer (CCO). The CCO’s role is to support and advise the management board, set up and maintain a compliance program, monitor observance of compliance regulations, organize appropriate training for the workforce, and coordinate with internal auditing and control departments. In short, the CCO position demands objective independence and organizational autonomy.

An alternative model of centralized compliance is the autonomous compliance executive committee. Organized as a matrix, these committees generally consist of the head of each organizational unit of the corporation, such as the legal department, auditing department, and human resources department. Although the entire committee is delegated responsibility for compliance and associated tasks, typically the compliance department is charged with preventing unlawful acts. Uncovering misconduct pursuant to company policy that does not violate laws and responding to it, on the other hand, is the job of the other members of the compliance committee. Clearly defined responsibilities ensure that those tasks are properly and promptly executed.

The advantage of a detached compliance system is two-fold. First, the management board’s supervisory duties are simplified. The monitoring of compliance and the necessary documentation are the responsibility of the CCO or the compliance committee. The board need only interface with the CCO as a single point of contact to track the company’s compliance efforts. Second, the individual liability risks of board members and executive management are reduced. Presuming that the board selects sufficiently qualified and competent individuals and provides them with adequate resources, the board can demonstrate without too much difficulty that all organizational and supervisory duties incumbent upon them have been carried out. This may be in the interests of the corporation, as its direction and business strategy may depend most heavily on the senior management team and its continuity. Even compliance committee members enjoy some level of liability protection as their responsibility for noncompliant acts becomes increasingly indirect the further down the vertical delegation chain the misbehavior occurs. Third, the independence of a CCO or compliance committee may better enable consideration of compliance risks and issues without the influence of immediate business pressures that apply to other executive managers.

The cultivation of a culture of compliance may, however, be in tension with centralized compliance structures. Individual employees are routinely presented with operational business dealings that implicate a variety of compliance issues. Yet, employees may fail to recognize or choose to ignore such problems in a centralized compliance system, viewing compliance as someone else’s problem. Also potentially problematic is the CCO’s or compliance committee’s perceived independence. Employees may see these individuals as antagonists to business development; personified bureaucratic red-tape whose sole existence is to serve as a liability cushion for senior management.

Decentralized Compliance Models

In a decentralized compliance structure, compliance and operational business functions are brought together in the same place. Senior management delegates compliance responsibilities and duties to the individual divisions of the company. These tasks include educating staff, promoting a compliance culture, and ensuring that applicable laws and regulations are obeyed. While the divisions may further delegate compliance duties vertically, either to compliance coordinators or to individual sub-units, accountability for compliance ultimately rests within each division. They are responsible for drawing up guidelines and addressing individual compliance incidents.

Decentralizing compliance responsibilities does not require the elimination of a compliance council or its equivalent. Such an entity may still exist in such an organizational model. Yet, its role as the central compliance unit is limited to mere coordination and advisory functions. In a decentralized compliance model, a compliance council initially proposes to the senior management the establishment of a compliance organization based on the particular circumstances, and subsequently advises the senior executive on maintaining and developing the compliance organization. The compliance council also regularly reports in writing to the management board on its activities and in response to events where appropriate. Ultimately, however, the management board decides on its own authority as to the implementation of the recommendations and the individual divisions are charged with executing the adopted policies.

By integrating compliance into all of the functional divisions of a corporation, a decentralized compliance structure necessarily increases the number of compliance stakeholders. The task of compliance is shared across many shoulders, thus demonstrating to those within the company that compliance is a collective and pervasive, rather than individual and independent, task. Moreover, a decentralized compliance system recognizes that no single board member can effectively master the nuances of each department’s unique compliance issues. Compliance committees may focus on its advisory functions rather than specific ethics inquiries that blunt its effectiveness and drain its resources. Meanwhile, the individual organizational units are “closer to the ground,” and can utilize their specialized knowledge of particular risks, pressures, and even individuals in order to respond to compliance issues in a robust and rapid fashion.

Yet, decentralized compliance programs have their own shortcomings. Decentralization may increase the number of people involved in compliance, but additional individuals do not guarantee an effective compliance program. As with any grouping of individuals, there is an extant pressure in corporate bureaucracies to conform to the norms established by one’s colleagues. If compliance directives are inconsistently communicated, or even worse, if an entire unit of a corporation is corrupted, then it is unlikely that compliance will be the prevailing norm. Further, in a decentralized system individuals responsible for compliance may have other responsibilities that compete for their time and attention, or may report to business unit management that have competing business or budgetary pressures that may be in conflict with compliance goals. Moreover, in light of the whistleblower rewards program established by the Dodd-Frank Wall Street Reform and Consumer Protection Act, decentralization may also discourage internal reporting and deprive corporations of the benefits associated with having a compliance organization.

Putting aside the issue of effectiveness, decentralization offers more limited legal protection as well, especially in the United States. Some legal regimes explicitly demand a high-level commitment to compliance. The United Kingdom Bribery Act (UKBA), for instance, requires “(1) top-level internal and external communication of the company’s zero-tolerance approach to bribery; and (2) an appropriate degree of top-level involvement in developing the anti-bribery procedures.” Furthermore, decentralization does not absolve senior management of liability as seen in the U.S. Securities and Exchange Commission’s utilization of a “control person” theory of liability in Foreign Corrupt Practices Act (FCPA) prosecutions. In 2009, the Securities and Exchange Commission charged the chief executive officer and former chief financial officer of Nature’s Sunshine Products with books and records and internal controls violations of the FCPA. The charges against the executives were based on bribes paid by the company’s subsidiary in Brazil even though there was no accusation that the senior executives knew about the bribery. Instead, the Securities and Exchange Commission’s case was premised on the failure of the executives properly to supervise their subordinates. Such an application of the FCPA raises serious questions as to whether a decentralized compliance structure will be viewed as an abdication of executive responsibility.

An Alternative Approach to Compliance: Functional Objectives

In light of the limitations of both centralized and decentralized compliance structures, it may seem that building a compliance program is a futile exercise; a matter of selecting the lesser of two evils. There is, however, an alternative approach to compliance. Instead of focusing on the formal compliance structure, companies might critically determine their compliance obligations and build their compliance programs accordingly. That is, corporations should craft their compliance organizations based on the applicable statutory authorities without regard to whether the overall compliance structure is centralized or decentralized. Such an action-oriented approach frees corporations to build compliance structures that best fit their particular needs and resources.

For instance, a functionally-driven compliance structure of a corporation subject to the jurisdiction of the United States would take into account the Organizational Guidelines found in Chapter Eight of the United States Sentencing Commission Guidelines. The Guidelines set forth a range of sentences for corporations convicted of criminal violations. They also describe an “adequate compliance program,” that if adopted, can positively influence the U.S. Department of Justice’s charging decisions and “result in up to a thirty percent reduction of a corporation’s advisory guideline fine range . . . .” Accordingly, a compliance program crafted around the Organizational Guidelines would include at a minimum: (1) the establishment of “standards and procedures to prevent and detect criminal conduct” and regular communication and training thereof; (2) the assignment of supervisory responsibilities to high-level personnel and delegation to specific individuals of particular “day-to-day operational” duties and corresponding resources and authority; and (3) the implementation of “reasonable steps” for monitoring, enforcing, and revising compliance protocols. The Organizational Guidelines thus contemplate a hybrid compliance program: some compliance tasks are for executive managers while others are the responsibility of low-level employees.

The U.S. Sentencing Guidelines are but one of many legal and regulatory regimes that a company adopting a functionally-based compliance structure would want to consider. It is consequently not possible to provide the same kind of detailed blueprint for compliance that the traditional compliance models offer. Indeed, the functional compliance model’s eschewing of the “one-size-fits-all” axiom is what makes it so effective. By considering three common compliance issues, however, it is possible to delineate three essential ingredients to a robust functional compliance program.

The starting point for a functional compliance programs is ascertaining the applicable compliance obligations. Yet, this is not as simple as thumbing through a statutory code book. Multinational corporations are subject to competing foreign and domestic laws that require varying degrees of compliance. Thus, as seen in the context of anti-corruption, consumer protection, employment, environmental, and securities laws, this first component of functional compliance programs also requires a comparative analysis of the applicable laws in order to identify the most stringent compliance obligations to which a company operating in multiple jurisdictions should adhere. The second step in crafting a functional compliance program is recognizing how the compliance standards identified in the first step may clash with other foreign or domestic laws and structuring the compliance program to marginalize the potential for conflict. This is especially evident in complying with internal controls regulations. The last component of a functional compliance program is assigning appropriate compliance responsibilities to individuals or entities that are best positioned, as a matter of resources and the law, to carry out those duties – a requirement essential to environmental compliance.

Finding the Common Denominator

As previously discussed, functionally-based compliance programs are built upon the compliance obligations of the applicable legal regime. The first step in constructing a functional compliance program thus is identifying the relevant compliance duties. For multinational corporations, this identification process requires an expansive outlook and an ability to identify interrelations among seemingly singularly-focused foreign and domestic laws. Securities regulation, for instance, is generally a matter of domestic concern. Yet, because U.S. courts have expanded the global reach of the plaintiff-friendly Securities Exchange Act of 1934 to certain transnational securities fraud claims, multinational corporations must now be prepared to litigate non-U.S. based claims under U.S. securities law. Employment laws prohibiting discrimination are similarly common worldwide and often domestically focused. U.S. companies operating abroad, however, must understand the interaction between U.S. and foreign employment regulations as the protections afforded in such laws as Title VII of the Civil Rights Act and the Americans with Disabilities Act extend to U.S. citizens working abroad unless local law requires discriminatory employment practices. Enforcement of intellectual property rights also may turn on the interaction between foreign and domestic laws. In adjudicating intellectual property rights, some countries, such as Germany, apply the lex loci protectionis principle to many choice-of law issues. That is, the governing intellectual property law is that “of the country for which protection is sought.” Conversely, other nations, such as the United States, have limited lex loci to particular authorship or copyright ownership questions.

The identification of the applicable compliance obligations is further complicated where the multijurisdictional regulations conflict. For instance, with respect to anti-corruption laws, the United States specifically delineates the minimum requirements of an adequate anti-corruption compliance program, while the United Kingdom only outlines the broad contours of such a program, and Germany is largely silent on the issue. The transnational standard of quality for goods sold is equally assorted. The European Union requires that goods sold must satisfy their use as set forth in the associated contract whereas Russia only requires that the goods “be safe and suitable for their usual use.” Likewise, with respect to environmental compliance, “[i]n the United States, Canada, and many European nations, one of the defenses to many criminal charges is the defense of due diligence.” But the showing that a corporation must make in order to afford itself of the due diligence defense may vary depending on the country.

These variances in multijurisdictional legal regimes are not an impediment to functional compliance programs, however. Multinational corporations building a functional compliance structure need not expend vital resources on parallel, country-specific compliance organizations. Instead, such corporations should craft functional compliance programs by identifying commonalities among the competing laws and adhering to the most stringent requirements. For instance, in the case of a corporation with operations in Germany, the United Kingdom, and the United States, this approach would result in an anti-corruption compliance model that closely tracks the strictest aspects of the FCPA and UKBA. Although such a compliance program may result in an anti-corruption program that is more robust than what is required in Germany, so long as the program does not run afoul of German law (an issue discussed in the next subpart), it will be universally applicable and thus easier to install and track in countries in which the multinational corporation operates.

Marginalizing Potential Legal Quandaries

In structuring a functional compliance program, simply locating the regulatory floor is not enough. Corporations must ensure that it does not extend that floor out to an unsupported foundation. Internal controls regulations illustrate this balancing act best. Among other obligations imposed by the Sarbanes-Oxley (SOX) Act and related regulations, companies registered under the Securities Act must “establish procedures for employees to anonymously submit concerns about questionable accounting or auditing. . . . Although neither SOX nor the [Securities and Exchange Commission] regulations prescribe a method for receiving such complaints, they do mandate that corporations provide employees at least one confidential, anonymous method.” Many multinational corporations have responded to these internal controls obligations by creating confidential “hotlines” – either phone or web-based – for employees to report misconduct anonymously. Yet, recent whistleblower litigation in France and Germany involving the ethical violations reporting systems of McDonald’s and Wal-Mart, in addition to European Union data privacy laws, raise serious concerns as to whether U.S.-compliant anonymous hotlines are permissible without alteration in Europe.

Thus, the second principle of functionally-driven compliance organizations is a corollary to the first. After determining commonalities among overlapping laws, companies must then critically assess whether adopting broadly applicable measures will create other legal issues. This is the sort of function that requires the involvement of a supervisory compliance board or executive manager. Such entities or individuals are in a position to take a global view. They can utilize their expertise to weigh corporate resources against legal requirements while ensuring that the resulting compliance structure remains internally consistent.

Assigning Functional Duties

The final essential ingredient to a successful functionally-driven compliance program is proper assignment of the compliance duties. This is not only a hierarchical consideration but also a structural one. Assigning compliance functions is a matter of choosing between senior management and among departments. It is also important to remember that assigning functional responsibilities need not be a binary choice. Several individuals or departments can share compliance duties so long as there is sufficient coordination.

Environmental compliance guidance from the U.S. Department of Justice and the U.S. Environmental Protection Agency illustrates this principle. In 2000, the Environmental Protection Agency released “Incentives for Self-Policing: Discovery, Disclosure, Correction and Prevention of Violations,” which describes a “compliance management system” that will garner reduced penalties for environmental violations. Such a system requires:

(a) compliance policies, standards, and procedures that identify how employees are to meet the requirements of laws and regulations; (b) assignment of overall responsibility for overseeing compliance with policies, standards, and procedures; (c) mechanisms for systematically assuring that compliance policies are being carried out; (d) efforts to communicate the entity’s standards to all employees and agents; (e) appropriate incentives to managers and employees to perform in accordance with the compliance policies; and (f) procedures for the prompt correction of any violations, and any necessary modifications to the compliance program.

Similarly, in weighing the criminal prosecution of environmental offenses, the Department of Justice assesses a corporation’s compliance program by asking several questions, including whether “environmental compliance [was] a standard by which employee and corporate departmental performance was judged[.]”

Reading these factors together, it becomes clear that compliance responsibilities are not broadly assignable to one level of management or one department. Subsection (b) of the Environmental Protection Agency’s guidelines specifically contemplates the designation of a compliance supervisor while subsection (d) likely requires the involvement of more than just top-level management. Likewise, the Department of Justice’s decision to prosecute environmental violations turns in part on to whom environmental compliance is assigned. A corporation that tasks its sales department with compliance functions, for example, will have difficulty convincing the Department of Justice that environmental compliance is more than a token goal. This is because, regardless of a corporation’s articulated commitment to green initiatives, it is unlikely that sales representatives in practice will forgo transactions – the metric by which they are judged – in the name of environmental compliance. Rather, compliance responsibilities lodged with independent management able to seek funding, apply regulations, and make decisions without the pressure of meeting sales targets demonstrates a stronger commitment to compliance.

Conclusion

Corporate compliance is no longer a voluntary aspiration but instead a mandated expectation. Around the globe, countries have implemented legal and regulatory regimes in which the difference between an effective compliance program and an ineffective one can mean the difference between prosecutorial leniency and harsh criminal and civil penalties. Because these global laws are numerous and varying, corporations must have sufficiently flexibility in structuring their compliance organizations. Accordingly, corporations should avoid purely centralized or decentralized compliance organizations. These compliance structures not only constrain a corporation’s ability to innovate, but also often undermine a company’s compliance goals. The better approach is a functionally-driven compliance model. Corporations should use the compliance functions set forth in the applicable legal regimes as the touchstone for building a robust compliance structure.

Take Aways:

1. Strict adherence to a centralized or decentralized compliance organization inhibits a corporation’s ability to innovate and respond to ever-changing global laws and regulations.

2. A hybrid, functional-approach to compliance enables corporations to efficiently allocate resources and expertise.

3. In devising a functionally-driven compliance structure, multinational corporations must identify applicable laws and regulations and determine the compliance requirements common to each.

4. Corporations must be cautious in devising universally applicable compliance structures; they should ensure that their compliance program is legally permissible in each country in which they operate.

5. Compliance duties should be assigned to the most capable individual or entity regardless of their place in the corporate hierarchy.

About the authors:

Alexander Berrang is an associate in Arnold & Porter LLP’s Washington, D.C. office.

Seattle, WA. – March 27, 2012 – Holland America and Seabourn earned the coveted Ethics Inside^® Certification from the Ethisphere Institute, a leading international think tank dedicated to the research and promotion of best practices in corporate ethics and compliance.

Holland America Line and Seabourn’s leading compliance and ethics programs and environmental stewardship were two of several noteworthy components of their Ethics Inside Certification.

“This distinction is founded not only on the strength of Holland America Line and Seabourn’s current ethics and compliance programs, but on the organization’s continuing efforts to improve. Holland America Line and Seabourn are also recognized for their strong emphasis on workplace health and safety, community engagement and going beyond basic environmental compliance with active support of marine environment and biodiversity. A great example of industry leadership is a software package to prevent whale strikes by ships that Holland America Line developed and makes available to the entire shipping industry free of charge,” said Robert Leffel, director of Compliance Advisory Services for Corpedia, a licensed Ethisphere Institute credentialing partner.

Ethisphere, the provider of independent verification of corporate ethics and compliance programs, awards Ethics Inside Certification exclusively to companies that not only have implemented adequate standards, systems and programs to reasonably prevent compliance failures and ethical breakdowns, but that can also demonstrate the existence of a superior employee and leadership culture that promotes ethical business practices.

Ethisphere’s licensed credentialing partners look at more than 100 separate criteria during the Ethics Inside Certification process, including corporate citizenship and responsibility; overall compliance and ethics program; organizational health and culture of ethics; corporate governance; and regulatory history. No company is expected to excel in all criteria areas—yet the aggregate score must meet or exceed a level at which ethical behavior becomes the core expectation, fundamental compliance systems are in place, tone from the top is clear and the company’s actions bear unmistakable signs of good corporate citizenship. More information about Ethics Inside Certification is available at http://ethisphere.com/inside.

About Holland America Line [a division of Carnival Corporation and plc (NYSE:  CCL and CUK)]

Holland America Line’s fleet of 15 ships offers more than 500 cruises to 354 ports in 98 countries, territories or dependencies.  Two- to 110-day itineraries visit all seven continents and highlights include Antarctica, South America, Australia/New Zealand and Asia voyages; a Grand World Voyage; and popular sailings to ports in the Caribbean, Bermuda, Alaska, Mexico, Canada/New England, Europe and Panama Canal.

Fleetwide, the company features Signature of Excellence enhancements, a commitment totaling more than $525 million, that showcase the Culinary Arts Center presented by Food & Wine magazine — a state-of-the-art onboard show kitchen where more than 60 celebrated guest chefs and culinary experts provide cooking demonstrations and classes — Explorations Café powered by The New York Times, Digital Workshop powered by Windows, teens-only activity areas and all new stateroom amenities highlighted by flat-panel TVs and plush Euro-top Mariner’s Dream Beds.

World’s Leading Cruise Lines

Holland America Line is a proud member of World’s Leading Cruise Lines. Our exclusive alliance also includes Carnival Cruise Lines, Cunard Line, Princess Cruises, Costa Cruises and Seabourn. Sharing a passion to please each guest and a commitment to quality and value, World’s Leading Cruise Lines inspires people to discover their best vacation experience. Together, we offer a variety of exciting and enriching cruise vacations to the world’s most desirable destinations.  Visit us at www.worldsleadingcruiselines.com.

“OfficeMax is recognized as one of the ethical leaders in the retail industry,” said Robert Leffel, director of Compliance Advisory Services for Corpedia, a licensed Ethisphere Institute credentialing partner. “Highly noteworthy and commendable are OfficeMax’s organizational commitment to ethics, integrity and sustainable business practices, evidenced by a strong tone at the top, robust code of conduct and a good compliance program to match. OfficeMax has a well-developed environmental and social responsibility strategy, with excellent sustainability reporting, setting a great example of both depth and transparency.”

In bestowing OfficeMax with ethics honors including both the EIC and the 2012 World’s Most Ethical Companies (WME) designation, the Ethisphere Institute noted the company’s in-store recycling programs, focus on sustainable product sourcing, its social accountability audit of suppliers and its A Day Made Better program benefitting public schools.

“At OfficeMax we have worked hard to build our talent base and instill a culture of leadership, ethics, innovation and transparency,” said Ravi Saligram, President and CEO of OfficeMax. “These honors by the Ethisphere Institute are a tribute to the success of all our employees in exemplifying a deep commitment to ethical conduct in all their business activities.”

Ethics Inside Certification

OfficeMax received the EIC designation for 2012-2013 based on Ethisphere’s review of the OfficeMax’s ethics and compliance program, culture of ethics, reputation and leadership, corporate citizenship and responsibility initiatives, and governance systems.

NEW YORK, N.Y. – March 15, 2012 – The Ethisphere Institute, a leading international think-tank dedicated to the creation, advancement and sharing of best practices in business ethics, corporate social responsibility, anti-corruption and sustainability, announced today the sixth annual selection of the World’s Most Ethical (WME) Companies, highlighting a record 145 organizations that show leadership in promoting ethical business standards.

This year’s list covers more than three dozen industries, from aerospace to wind power, with 43 of the WME winners headquartered outside the U.S.

Each 2012 honoree – including U.S. industry standard-bearers like Cisco, Ford and Timberland and smaller international firms like the Ethical Fruit Company (UK), Tokio Marine Holding (Japan) and the Panama Canal Authority – was chosen for promoting ethical business standards and practices by exceeding legal minimums for compliance, introducing innovative ideas that benefit the public and forcing their competitors to follow suit. They demonstrate how corporate citizenship is undoubtedly tied to the success of a company’s brand and bottom line.

Click here or visit www.ethisphere.com/wme to view the complete list of the 2012 World’s Most Ethical Companies, past lists, and to read the methodology behind it.

“Each year the competition for World’s Most Ethical Companies intensifies as the number of nominations submitted for consideration grows,” said Alex Brigham, Executive Director of Ethisphere. “This year’s winners know that a strong ethics program is a key component to a successful business model, and they continue to scrutinize their ethical standards to keep up with an ever-changing regulatory environment. Corporate ethics has become much more important globally, as well, and that is reflected in the truly global nature of this year’s honorees.”

There have been 23 companies that have been honored each of the six years the WME has been awarded, including Aflac, American Express, Fluor, General Electric, Milliken & Company, Patagonia, Rabobank and Starbucks, among others.

“We recognize that when it comes to purchasing insurance, a big part of the decision is based upon the consumer’s perception of a company as being trustworthy, transparent and ethical,” Aflac Chairman and CEO Dan Amos said. “Our products represent a promise to customers that we will be there in their times of need, so we are proud to be a World’s Most Ethical Company for a sixth straight year because it sends a strong message from Ethisphere — the foremost authority on business ethics — that Aflac can be trusted.”

“Juniper’s engagement with Ethisphere has enabled Juniper to get a respected third party perspective on our ethics and compliance program,” said Mitchell Gaynor, Executive Vice President, General Counsel and Secretary of Juniper Networks. “Ethisphere has provided us with a unique view of best practices in this area, and we have a stronger program because of the engagement.”

There were 53 new and returning honorees from lists prior to 2011 for this year’s WME, including Blue Shield of California, Hasbro, Honeywell, L’Oréal, Petco, the Progress Group of Insurance Companies, and University Hospitals (Cleveland), among others.

“As a business, employer and responsible corporate citizen, L’Oréal strives to be exemplary and to operate with integrity and respect for each of our stakeholders,” said Jean-Paul Agon, Chairman and Chief Executive Officer of L’Oréal. “We believe that ethical behavior lays the foundation for future performance. We are honored and privileged to be part of Ethisphere’s World’s Most Ethical Companies list and are convinced that we can continue to positively impact the world by bringing beauty to everyone in an ethical manner.”

“SCA’s track record in ethical business practices and strong environmental performance is a business differentiator strengthening our competitive advantage,” said Jan Johansson, President and CEO of Sweden-headquartered hygiene and paper company SCA. “Our customers, consumers and investors trust us because of the high level of transparency we demand at all levels of our business. We have seen a true difference in our company’s performance as we have put sustainability on top of the agenda. We are honored by the recognition an Ethisphere inclusion implies.”

Ethisphere will celebrate the winning companies during an Honoree Dinner at New York’s Grand Hyatt Hotel tonight, with former U.S. Secretary of State Madeleine K. Albright serving as the program’s keynote speaker. The World’s Most Ethical Companies is also featured in the Q1 2012 issue of the quarterly magazine Ethisphere.

Media contacts:
Jennifer Mitchell
Ethisphere
(800) 369-7583 x7
jmitchell@ethisphere.com

Alex J. Stockham
Rubenstein Associates
(213) 537-0017
astockham@rubenstein.com

Gabe Roth
Rubenstein Associates
(212) 843-8067
groth@rubenstein.com

EVANSVILLE, IN – February 13, 2012 – Old National Bancorp earned the coveted Ethics Inside^® Certification from the Ethisphere Institute, a leading international think tank dedicated to the research and promotion of best practices in corporate ethics and compliance.

“Old National Bank clearly understands that effective ethics and compliance requires a strong commitment from the top and throughout the organization. ONB devotes resources to continually improve and support its program,” says Eric O. Morehead, Senior Compliance Counsel, Compliance Advisory Services for Corpedia, an Ethisphere licensed credentialing partner. “Old National Bank is not afraid to reach out to the local communities it serves.  ONB encourages and supports its associates to do the same and this has led to an effective partnership that benefits many of the communities where ONB operates.”

Old National Bank first earned its Ethics Inside Certification in 2010.  “The renewal of our certification is yet another tremendous honor.  This designation reaffirms our continued commitment to maintaining the highest standards in business and governance practices when serving our clients and communities,” said Bob Jones, President and CEO

Ethisphere, the provider of independent verification of corporate ethics and compliance programs, awards Ethics Inside Certification exclusively to companies that not only have implemented adequate standards, systems and programs to reasonably prevent compliance failures and ethical breakdowns, but that can also demonstrate the existence of a superior employee and leadership culture that promotes ethical business practices.

Ethisphere’s licensed credentialing partners look at more than 100 separate criteria during the Ethics Inside Certification process, including corporate citizenship and responsibility; overall compliance and ethics program; organizational health and culture of ethics; corporate governance; and regulatory history. No company is expected to excel in all criteria areas—yet the aggregate score must meet or exceed a level at which ethical behavior becomes the core expectation, fundamental compliance systems are in place, tone from the top is clear and the company’s actions bear unmistakable signs of good corporate citizenship. More information about Ethics Inside Certification is available at http://ethisphere.com/inside.

NEW YORK, NY – February 6, 2012 –The Ethisphere Institute, a leading international think-tank dedicated to the creation, advancement and sharing of best practices in business ethics, corporate social responsibility, anti-corruption and sustainability, announced today that the official unveiling of the 2012 World’s Most Ethical (WME) Companies will take place at an Honoree Dinner at New York’s Grand Hyatt Hotel on March 15, 2012, with former U.S. Secretary of State Madeleine K. Albright serving as the event’s keynote speaker.

This year’s WME honorees promote ethical business standards and practices by exceeding legal minimums for compliance, introducing innovative ideas that benefit the public—forcing their competitors to follow suit. They demonstrate how corporate citizenship is undoubtedly tied to the success of a company’s brand and bottom line.

“Each year the competition for World’s Most Ethical Companies intensifies as the number of nominations submitted for consideration grows,” said Alex Brigham, executive director of Ethisphere. “This year’s winners know that a strong ethics program is a key component to a successful business model, and they continue to scrutinize their ethical standards to keep up with an ever-changing regulatory environment.”

Secretary Albright serves as chair of Albright Stonebridge Group, a global strategy firm, and chair of Albright Capital Management, an investment advisory firm focused on emerging markets. She was the 64^th U.S. Secretary of State, the first female to serve this position, and, at that time, the highest-ranking woman in the history of the U.S. government. She will share insights on the geopolitical environment to help leading companies successfully navigate complex jurisdictions, while mitigating risk and enabling growth.

Visit us at http://ethisphere.com/wme-honoree-dinner/ for information about the WME Honoree Dinner and to purchase a seat at the dinner program.

Global Ethics Summit

The WME Honoree Dinner is hosted in conjunction with the fourth annual Global Ethics Summit, co-sponsored by the Ethisphere Institute and Thomson Reuters. The Summit, held March 15-16 in New York, offers business leaders the opportunity to gain critical and timely insight into the risks and challenges of conducting business, as well as best practices to mitigate the threats they pose. By bringing together CEOs, board chairs, GRC leaders and government and regulatory officials, this event offers an in-depth and multi-faceted learning experience that encourages the sharing of best practices for navigating an increasingly complex global corporate landscape.

A few of the confirmed panelists at the 2012 Global Ethics Summit include:

• Brackett Denniston, Senior Vice President and General Counsel, General Electric
• Lee D. Augsburger, Senior Vice President, Chief Ethics and Compliance Officer, Prudential Financial Inc.
• Doug Lankler, Executive Vice President, Chief Compliance and Risk Officer, Pfizer Inc.
• Christopher Leslie, Senior Vice President and General Counsel, Hitachi Data Systems
• Nancy J. Laben, Senior Vice President, Legal, and General Counsel, AECOM Technology Corporation
• Sheila Penrose, Chairman of the Board, Jones Lang LaSalle, and Board Member, McDonald’s Corporation
• William Lytton, former Executive Vice President and General Counsel of Tyco International, and former Vice President and General Counsel for International Paper

A full agenda can be found at http://www.globalethicssummit2012.com/agenda.

Media credentials:

A limited number of media credentials will be available for the World’s Most Ethical Companies Honoree Dinner and the Global Ethics Summit. To apply, please email Gabe Roth at groth@rubenstein.com.

Media contacts:
Alex J. Stockham
Rubenstein Associates
(213) 537-0017
astockham@rubenstein.com

Gabe Roth
Rubenstein Associates
(212) 843-8067
groth@rubenstein.com

PHOENIX October 11, 2011 – The Ethisphere Institute is pleased to announce the launch of Compliance Program Advisor™, a subscription service that offers Ethisphere clients annual benchmarking analysis reports, code of ethics scorecards, and tailored benchmarking data based on continuously expanding GRC resources. Compliance Program Advisor provides companies with an effective, pragmatic understanding of where their compliance program stands against accepted best practices, and in comparison to World’s Most Ethical (WME) Companies and peers.

“An organization that seeks to meet the ‘periodic review’ requirements of the Sentencing Guidelines and satisfy the evolving expectations of regulators and other stakeholders should consider engaging a third party for regular reviews. Effectively benchmarking the performance of ethics and compliance programs is an established best practice” said Senior Compliance Counsel for Corpedia and former Assistant General Counsel for the United States Sentencing Commission, Eric Morehead. While serving at the U.S. Sentencing Commission, Morehead chaired the policy team that most recently revised and strengthened organizational ethics and compliance best practice guidance, including amended guidelines that state organizations should consider the engagement of “outside professional advisor[s] to ensure adequate assessment” of ethics and compliance programs when responding to prior misconduct.

ABOUT COMPLIANCE PROGRAM ADVISOR
As the Department of Justice has noted, one of the purposes of the compliance assessment should be to determine if any new elements of an effective compliance program have been developed in the past year and if they should be incorporated into a company’s compliance program. Ethisphere’s Compliance Program Advisor Annual Benchmarking Report does just this, including evaluation criteria, scores benchmarked against the average scores of all the WME winners as well as the overall database and commentary and recommendations for improvement where relevant.

COMPLIANCE PROGRAM ADVISOR™ ANALYSIS METHODOLOGY
Ethisphere’s Benchmarking Database
Compliance Program Advisor provides clients with insights, comparative metrics and recommendations utilizing Ethisphere’s proprietary methodology and growing database of compliance and ethics programs. ‘

World’s Most Ethical Companies’ Ethics Quotient & Program Assessment
The Compliance Program Advisor Annual Benchmarking Report provides assessment scores for each of the key Ethics Quotient™ (EQ) compliance program assessment categories, based upon the answers provided by the company on the Ethisphere Institute’s EQ survey. The scores are benchmarked against the Ethisphere Institute’s database and average scores of the 2011 WME company winners. The scores are derived from Ethisphere’s EQ methodology and framework, which take into account over one hundred different criteria in key assessment categories.

The analysis is performed by Corpedia, a licensed credentialing third-party partner of the Ethisphere Institute. Corpedia’s Advisory Services Team is licensed to conduct and fulfill all of the research, benchmarking and analysis required by Compliance Program Advisor. Corpedia utilizes Ethisphere’s proprietary methodology and database to fulfill the deliverables and findings for Ethisphere’s Compliance Program Advisor services.

COMPLIANCE PROGRAM ADVISOR™ RESOURCES
Companies who subscribe to Compliance Program Advisor have a wealth of resources available to stay abreast of best practices in ethics and compliance program design and implementation in between receipt of their Annual Benchmarking Report, including but not limited to:
• thought-leadership discussions, roundtables, and brown bag lunches
• whitepapers addressing current trends and best practices
• all of Ethisphere’s archived and future CLE-accredited webcasts (through our partner, WestLegalEd)
• admission to the annual Global Ethics Summit

MEDIA CONTACT
Jennifer Mitchell
Ethisphere Media Relations
jmitchell@ethisphere.com
1.800.369.7583×7

Download the article by clicking the thumb below.

Reproduced with permission from InsideCounsel magazine (February 2012) www.insidecounsel.com

 NEW YORK, NY – January 19, 2012 – The Ethisphere Institute, a leading international think-tank dedicated to the creation, advancement and sharing of best practices in business ethics, corporate social responsibility, anti-corruption and sustainability, today unveiled the “100 Most Influential People in Business Ethics,” an annual list of individuals who have made a significant impact in the realm of corporate citizenship over the course of the previous year.

“This year we have seen significant consequences that ethical failings can have on an organization and industry at-large. However, we have also observed the profoundly positive impact that sound corporate ethics can have on the long-term success and sustainability of a company,” said Stefan Linssen, editor-in-chief of Ethisphere Magazine. “The individuals on this year’s list have impacted the way we think about and practice ethics in ways that will continue to resonate with the business community for years to come.”

Some are world famous and some are completely unknown, but through their actions in 2011 – from hunger strikes to recouping losses from Ponzi schemes – the 100 Most Influential People in Business Ethics list will impact the world of business ethics – and the way we do business – in 2012 and beyond.

The following are the top 5 of the 100 Most Influential People in Business Ethics:

1. Indian anti-corruption activist Anna Hazare had a huge impact on the governance of the world’s largest democracy through a series of internationally publicized hunger strikes.
2. U.S. District Judge Jed Rakoff set a new precedent when he ruled against a proposed settlement between the Securities and Exchange Commission and Citigroup because the settlement did not require Citigroup to admit or deny guilt.
3. Russian blogger and activist Alexei Navalny made headlines throughout 2011 for running a blog that covers corruption in Russia, navalny.ru, and galvanizing Russia’s nascent opposition (i.e., anti-Putin) movement.
4. Irving Picard, the trustee leading the recovery efforts of the Madoff Ponzi scheme, makes the list for his relentless work recouping the money lost by investors around the world.
5. The Commissioner Responsible for Competition at the European Commission, Joaquín Almunia, is recognized for his efforts leading one of the most active antitrust enforcers in the world.

Rounding out the top 10:

1. (6) Lanny Breuer, Assistant Attorney General
2. (7) Preet Bharara, U.S. Attorney, Southern District of New York
3. (8) Richard Alderman, Director of the Serious Fraud Office
4. (9) Mary Schapiro, Chairman of the SEC
5. (10) Nick Davies, Reporter for the Guardian Newspaper

The individuals recognized on this list, ranked from 1 to 100, represent eight distinct categories:

• Government and Regulatory
• Business Leadership
• Non-Government Organization
• Design and Sustainability
• Media and Whistleblowers
• Thought Leadership
• Corporate Culture
• Investment and Research
• Philanthropy

For the full list of the 100 Most Influential People in Business Ethics, including descriptions of the recognized individuals, visit us at www.ethisphere.com, and watch for the list to be published in the next issue of Ethisphere Magazine.

On March 15, 2012, Ethisphere will recognize the World’s Most Ethical Companies – companies from across the globe that have leading ethics and compliance programs, particularly as compared to their industry peers, and go beyond making statements about doing business “ethically” to translate those words into actions.

###

Media Contacts:

 Alex J. Stockham
Rubenstein Associates
Phone – (213) 537-0017
astockham@rubenstein.com

Gabe Roth
Rubenstein Associates
Phone – (212) 843-8067
groth@rubenstein.com

A Texas attorney has gathered 489 publicly available corporate codes of conduct, and they are now searchable through the website of the Ethisphere Institute, a compliance and ethics think tank. The attorney, Ryan McConnell, told BNA the database can be a good
resource for companies that are updating compliance programs…

To read the full article, download the issue by clicking the thumbnail below.

St. Paul, MN, December 6, 2011 – H.B. Fuller (NYSE: FUL), a leading global adhesives provider, has earned the coveted Ethics Inside^® Certification from the Ethisphere Institute, a leading international think tank dedicated to the research and promotion of best practices in corporate ethics and compliance.  The Ethics Inside Certification recognizes H.B. Fuller’s strong culture of promoting responsible, sustainable business practices and stature as an ethical supplier. Ethisphere conducted a comprehensive review of H.B. Fuller’s ethics, citizenship, corporate responsibility, and governance programs and practices. H.B. Fuller demonstrated that it has established systems to reasonably detect and prevent ethical and compliance violations, to ensure good governance and to promote corporate responsibility.

“Core to our corporate beliefs, we expect all of our employees to act with integrity and do the right thing at all times, and I am very pleased to receive this third-party recognition of our business principles and practices,” said Jim Owens, president and CEO of H.B. Fuller. “Being awarded Ethics Inside Certification demonstrates H.B. Fuller’s commitment to maintaining the highest standards for ethics, citizenship, corporate responsibility, and governance.”

Ethisphere, the provider of independent verification of corporate ethics and compliance programs, awards Ethics Inside Certification exclusively to companies that have implemented adequate standards, systems, and programs to reasonably prevent compliance failures and ethical breakdowns and also can demonstrate the existence of a superior employee and leadership culture that promotes ethical business practices.

“We were particularly impressed with H.B. Fuller’s solid and well-communicated tone from the top, which is disseminated throughout the organization through careful coordination with the corporate communications group,” said Erica Salmon Byrne, senior vice president of Compliance Advisory Services for Corpedia, the licensed Ethisphere credentialing partner that performed the assessment work for H.B. Fuller. “That partnership, as well as the working relationship the compliance team has with business leaders is something we would recommend to other similarly situated organizations.”

Ethisphere’s licensed credentialing partners look at more than 100 separate criteria during the Ethics Inside Certification process, including corporate citizenship and responsibility, overall compliance and ethics program, organizational health and culture of ethics, corporate governance, and regulatory history. No company is expected to excel in all criteria areas—yet the aggregate score must meet or exceed a level at which ethical behavior becomes the core expectation, fundamental compliance systems are in place, tone from the top is clear, and the company’s actions bear unmistakable signs of good corporate citizenship. More information about Ethics Inside Certification is available at http://ethisphere.com/inside.

H.B. Fuller has a 125-year history of doing business with integrity and innovating responsibly. H.B. Fuller’s customers, business partners and investors can rely on this independent verification to provide objective assurance of H.B. Fuller’s adherence to high standards of ethics, compliance, and governance.

###

H.B. Fuller Media Contact
Kimberlee Sinclair
Manager, Corporate Communications
kimberlee.sinclair@hbfuller.com
651.236.5823

Ethisphere Media Contact
Jennifer Mitchell
Marketing & Media Director
jmitchell@ethisphere.com
800.369.7583 ext 7

About H.B. Fuller Company
For nearly 125 years, H.B. Fuller has been a leading global adhesives provider focusing on perfecting adhesives, sealants, paints and other specialty chemical products to improve products and lives. Recognized for unmatched technical support and innovation, H.B. Fuller brings knowledge and strength to help its customers find precisely the right formulation for the right performance. With fiscal 2010 net revenue of $1.36 billion, H.B. Fuller serves customers in packaging, hygiene, paper converting, general assembly, woodworking, construction and consumer businesses. For more information, visit www.hbfuller.com, read H.B. Fuller’s blog, follow GlueTalk on Twitter or like H.B. Fuller on Facebook.

So a team of three attorneys at Haynes and Boone spent hundreds of hours combing through the publicly available codes of conduct at Fortune 500 companies and compiling the results in a dataset. Along the way, attorney Ryan McConnell has written about some of their findings as a guest columnist for CorpCounsel, and now the bulk of that information is being released to the public—for free.

Where do you turn for a benchmark?

The Ethisphere Institute has got you covered.

On Tuesday, the business ethics think tank rolled out a new online database that compiles the codes of conduct and policies from the 500 largest corporations by revenue into a searchable dataset. Access to the database, which was created in partnership with attorneys Ryan D. McConnell, Katharine Southard and Charlotte Simon, is free…

NEW YORK – November 29, 2011 – The Ethisphere Institute, in partnership with attorneys Ryan D. McConnell, Katharine Southard and Charlotte Simon, is pleased to announce the launch of its new Code of Conduct Dataset, a searchable, online review of the content of codes of conduct and policies from the 500 largest corporations by revenue. The information contained in the dataset, which was collected between January 2011 and September 2011, breaks down key aspects and content areas within each code of conduct by 42 criteria, ranging from whether the code includes an introductory letter from the company’s CEO to inclusion of policies on key compliance and ethics risk areas such as export controls, insider trading, and anti-corruption.

“The code of conduct is the foundation of a compliance program and sets forth the rules that all employees should follow,” said Ryan D. McConnell, a white collar criminal defense partner with Haynes and Boone who conceived of and directed the research. “This new tool is exciting as it provides compliance officers with a centralized tool for reviewing peer practices in code of conduct content. Every company should gather data to benchmark and improve their own codes of conduct on a regular basis.”

Beyond providing a free, searchable tool for compliance officers interested in researching today’s peer practices in codes of conduct, Ethisphere will use the information collected for this dataset, as well as publicly available information on more than 2,500 additional codes of conduct gathered by Ethisphere’s research team, to regularly publish statistics and best practices on codes of conduct by industry.

For example, some of these findings include:

• Five percent of retail stores do not have an antitrust policy of any kind
• Two-thirds of beverage companies’ codes listed in the dataset begin with an introduction from the CEO
• Only 17 percent of airline companies’ codes listed in the dataset contain 24/7 hotline availability information

“Ethisphere is the top organization when it comes to reviewing and benchmarking codes of conduct for multinational corporations,” said Erica Salmon Byrne, senior vice president of advisory services and assistant general counsel for Corpedia, a leading ethics, compliance, and risk assessment consulting company and licensed credentialing partner of the Ethisphere Institute. “Making this data publicly available will help significantly as companies benchmark themselves against others in their industry, providing an opportunity for companies to see areas they can improve and areas where they are doing well.”

Click here to register for access to the new dataset which will be granted on a password-protected complimentary basis and will be featured on Ethisphere’s website at www.ethisphere.com.

About The Code Content Dataset
The Ethisphere Code of Conduct Dataset is an aggregation of more than 500 companies’ code and policies benchmarked by industry. The dataset is designed to be a comprehensive tool for compliance departments as they develop and improve their own codes. Compliance professionals can use the dataset to learn best practices from peers by reviewing over 500 codes.

###

Ethisphere Media Contacts
Jennifer Mitchell
Marketing & Media Director
jmitchell@ethisphere.com
1-800-369-7583 ext 7

Irving, TX November 8, 2011 – Novation has earned the coveted Ethics Inside® Certification from the Ethisphere Institute, a leading internationalthink tank dedicated to the research and promotion of best practices in corporate ethics and compliance.

“We are extremely pleased to receive this prestigious honor.  Our employees have a long-standing commitment to ethical business conduct and applying the highest standards of integrity to every aspect of our business, so I am particularly delighted that our allegiance to these characteristics has been recognized with such an esteemed distinction,” said Jody Hatcher, president and chief executive officer. “We have always believed that where integrity and ethics are the rule, success follows.  We look forward to continued success through our ongoing commitment to upstanding business practices.”

Ethisphere, the provider of independent verification of corporate ethics and compliance programs, awards Ethics Inside^® Certification exclusively to companies that not only have implemented adequate standards, systems and programs to reasonably prevent compliance failures and ethical breakdowns, but that can also demonstrate the existence of a superior employee and leadership culture that promotes ethical business practices.

During the Ethisphere corporate credentialing process, exceptional governance systems and supply chain sustainability were two of the standout components of Novation’s Ethics Inside Certification.

“Novation’s strong culture of ethics, robust compliance and ethics program, and solid governance systems were absolutely noteworthy,” said Robert Leffel, director of Compliance Advisory Services for Corpedia, a licensed Ethisphere credentialing partner. “We were impressed with Novation’s efforts in supply chain sustainability and oversight, including their best-practice vendor grievance and feedback process which every organization should adopt.”

Ethisphere’s licensed credentialing partners look at more than 100 separate criteria during the Ethics Inside^® Certification process, including corporate citizenship and responsibility; overall compliance and ethics program; organizational health and culture of ethics; corporate governance; and regulatory history. No company is expected to excel in all criteria areas—yet the aggregate score must meet or exceed a level at which ethical behavior becomes the core expectation, fundamental compliance systems are in place, tone from the top is clear and the company’s actions bear unmistakable signs of good corporate citizenship. More information about Ethics Inside^® Certification is available at http://ethisphere.com/inside.

About Novation
Founded in 1998, Novation is the leading health care supply contracting company for more than 25,000 members of VHA Inc. and UHC, two national health care alliances, and 5,500 members of Provista, LLC, representing more than 30,000 sites. Novation provides alliance members sourcing and information and data services. Based in Irving, Texas, Novation develops and manages competitive contracts with more than 600 suppliers. VHA, UHC and Provista members used Novation contracts to purchase approximately $40 billion in 2010.  More information about Novation can be found at www.novationco.com.

Novation Media Contact
Angie Boliver
aboliver@novationco.com
972.581.5305

Ethisphere Media Contact
Jennifer Mitchell
Marketing & Media Director
jmitchell@ethisphere.com
800.369.7583 xt 7

Northbrook, IL November 1, 2011 – The Allstate Corporation (NYSE: ALL) earned the coveted Compliance Leader Verification™ from the Ethisphere^® Institute, a leading international think-tank dedicated to the research and promotion of best practices in corporate ethics and compliance.

Ethisphere, the provider of independent verification of corporate ethics and compliance programs, provides independent Compliance Leader Verification^™ for companies with best-in-industry ethics and compliance programs – those organizations that have made the decision to proactively invest resources in compliance, sending a clear signal to key stakeholders that compliance and ethics are an absolute organizational priority.

“We are pleased by this recognition of Allstate’s firm and longstanding commitment to the highest ethical standards and the sound ethics and compliance programs to back them up,” said Rich Crist, Allstate senior vice president and chief ethics and compliance officer. “We see CLV as a learning experience, and view it as a milestone on our continuing journey of vigilance to keep Allstate’s ‘Good Hands’ promise.”

During the Ethisphere corporate credentialing process, compliance communication was one of the standout components of Allstate’s ethics and compliance programs. Allstate’s communication efforts are robust and make use of both traditional and technologically advanced mechanisms to reach employees.

“Allstate’s commitment to ethics and compliance is reflected in, among other things, the best-in-class communication program the company has implemented. Blog posts, contests and scenarios augment a robust training program and allow Allstate employees to regularly interact with ethical challenges in an environment that embraces available technology ,” said Erica Salmon Byrne, senior vice president of Compliance Advisory Services for Corpedia, a licensed Ethisphere credentialing partner. “We were consistently impressed with the way Allstate’s ethics and compliance team asked ‘what’s next?’, whether they were discussing communications, leader-directed case-based training, shorter innovative training programs, case tracking or risk mitigation.”

“Allstate has devoted significant resources to ethics and compliance,” Crist said. “Just as importantly, our team has full access to and support of our senior leadership team and Board of Directors. We greatly appreciate our Board and leaders’ willingness to engage in case-based ethics learning, as well as their commitment to our values-based versus rules-based approach.

“Management and employees alike participate in online ethical dilemma contests, nominate individuals for the Allstate Ethics and Compliance Awards, attend workshops and lunch-and-learns, and play two ethics board games we developed to spark thought and conversation. It’s all about keeping ethics and compliance relevant and top-of-mind so that people think through the implications of any real-world ethical dilemmas they may face,” Crist said.

Ethisphere’s licensed credentialing partners conduct a detailed review of the organization’s current compliance and ethics-related initiatives, and benchmark them against the “hallmarks” of an effective compliance program, as defined by the U.S. Federal Sentencing Guidelines (FSG) and corporate and industry best practices, including standards (code and policies), board of director oversight, program structure and responsibility, training and communications, due care, monitoring and auditing, and enforcement and discipline. Ethisphere then provides companies with a detailed report as to how their program measures up to industry benchmarks, including recommendations for improvement. Additional information about Compliance Leader Verification is available at http://ethisphere.com/ethisphere-compliance-leader-verification/

About Allstate

The Allstate Corporation (NYSE: ALL) is the nation’s largest publicly held personal lines insurer known for its “You’re In Good Hands With Allstate®” slogan. Now celebrating its 80th anniversary as an insurer, Allstate is reinventing protection and retirement to help nearly 16 million households insure what they have today and better prepare for tomorrow. Consumers access Allstate insurance products (auto, home, life and retirement) and services through Allstate agencies, independent agencies, and Allstate exclusive financial representatives in the U.S. and Canada, as well as via www.allstate.com and 1-800 Allstate®.

Allstate Media Contact
Maryellen Thielen
847.402.5600

Ethisphere Media Contact
Jennifer Mitchell
jmitchell@ethisphere.com
800.369.7583 ext 7