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Q&A with the EiC: Hui Chen, Ethics and Compliance Consultant

Hui ChenHui Chen is an independent ethics and compliance consultant who previously served as the first-ever compliance counsel expert for the US Department of Justice (DOJ). As the exclusive consultant to the white-collar crime federal prosecutors in the DOJ’s Fraud Section, Chen routinely reviewed the corporate ethics and compliance programs of companies in multiple areas, including anti-fraud and bribery, healthcare, quality control, manipulation of financial markets, process safety, and environmental protection.

She is the author of the DOJ’s Fraud Section’s “Evaluation of Corporate Compliance,” and currently uses her experiences from the DOJ, as well as previous compliance-focused in-house positions with Microsoft, Pfizer, and Standard Chartered Bank, to advise corporations and global regulatory authorities on corporate liability issues — and acts as an evaluator of their compliance programs.

“A good monitor knows that it is his or her role is to help the company to grow, not to be a punisher for the company. They should be strategic, thinking always of the big picture.”
O n Wednesday, October 18, ethics and compliance expert Hui Chen — and former compliance consultant for the US Department of Justice (DOJ) — discussed methods and best practices for creating and maintaining an ethical business environment during a session on corporate compliance and enforcement at ACC’s Annual Meeting held in Washington, DC. The session, one of several regulator-focused sessions at the meeting, also included Senior Legal Editor Amanda Allen, Bloomberg Law; Senior Deputy Chief Kathleen McGovern, Criminal Division, Fraud Section of the DOJ; Thomas Firestone, Partner, Baker & McKenzie LLP; and Michael Whitlock, Discovery Communications. The discussion ranged from the current state of corporate compliance, to topics playing out in the news, to company culture and ethics.

For more on ACC’s 2017 Annual Meeting, visit www.acc.com/education/am17, and look out for information on next year’s Annual Meeting in Austin, TX to come.

Having publicly left a high profile position with what could arguably be referred to as one of the largest “corporations” in the world, the DOJ, due to a culture that she ethically had concerns about, Chen sat down with ACC Docket’s editor in chief following the session to offer advice for in-house counsel who may be in a similar position. She also expanded upon the best practices discussed for implementing compliance and ethics-based practices — and a tone at the top all employees can be proud of.

Q&A

ACC: Tell me a bit about how you became interested in ethics and compliance, and about your journey to independent ethics and compliance consultant. What does your typical day look like?
Hui Chen: To make a long story short, I really just fell into it [ethics and compliance work] after having taken a detour from law to be in ministry. When I returned to the practice of law, Microsoft offered me the opportunity to be its first in-field compliance officer in China, just before the Beijing Olympics. That was quite a way to jump into compliance work!

Now I’m an independent consultant, I go around and I do workshops with companies, speak at company events, and I consult with companies, helping to build or evaluate their compliance programs. I also consult with regulatory bodies internationally.

[Related: 10 Tips for Conquer Cross-border Internal Investigations]

ACC: What makes a strong ethics and compliance plan or program –– what needs to be included?
Hui Chen: What needs to go into it initially is a strong data based risk analysis, careful consideration of resources, and a mid-term and long-term vision, based on the values of the company. And when I say value, I don’t mean the words and statements drafted by a PR agency: I mean what matters to the people who work there.

ACC: During the session, you spoke about how the ethics and compliance functions often are departmentalized or compartmentalized, with chief compliance officers, etc., who focus on one thing (regulatory, quality control, FCPA, etc.). As you said, the issues come from the same root. Can you expand on that a bit and offer suggestions on how to combat those “silos” in an organization?
Hui Chen: I think people need to get back to the basics, which is lying, cheating, and stealing. The basic values of how they want to conduct their lives and their business. And then, try to apply that consistently across different roles. [For example] I’m not a nice person just to my customers, and an awful person to my supplier. That’s not consistency. If you’re actually going to be fair and decent, you’re going to be decent to your suppliers and your customers, and to your boss, and your underlings, and the cleaning lady. You’re not polite to your boss and rude to your cleaning lady. To me, one of the most important things is that consistency, actually getting back down to what your values are and applying that consistently. And that value should come from inside of you, not a marketing consultant who came in and wrote it for you.

[Related: 10 Pieces of a Successful Compliance Audit]

ACC: How can general counsel assist in setting a tone that says we are in fact an ethical company that strives for 100 percent compliance — and we expect the same from all who work here?
Hui Chen: I don’t think “100 percent compliance” should be the goal. I think striving to be ethical should be the goal. Being compliant is merely following orders. Striving to be ethical is trying to live your values and principles, and recognizing it will never be easy or perfect. I think general counsel can step outside of the more legalistic approach, and really be a leader of the company in the sense of driving company values and understanding employee perspectives so that it’s not the kind of leadership where I’m just telling you what to do because this is legal or not. Let’s listen to our employees, let’s listen to what’s important to them, and let’s see if we can find shared values in this company that we all can all agree with.

Now, sometimes those shared values may come into conflict with law. And in that case, that’s when general counsel are so uniquely positioned to deal with that. One example I always like to give is, say DACA [Deferred Action for Childhood Arrivals] is repealed in five months, and the company decides that its value is not to dump employees who’ve been perfectly good, but one day suddenly became undocumented. That decision would have legal risks, employing undocumented workers is a legal risk. So that’s where that ethical choice and legal choice come into play, where you really need someone to guide the company through what that means. Another example is if clear water and clean air rules are gone; do you just go ahead and pollute? Is that your value? If it’s not, then how do you go up against arguments that polluting would be cheaper for us? So I do think GCs have a very important role to play in those kinds of conversations.

[Related: The US Foreign Corrupt Practices Act and the Future of Anti-corruption Enforcement]


ACC: What happens when there are problems coming from the top? In one of your tweets from this past summer you asked: “What do you do if you are troubled by your organization's ‘tone from the top’ and feel you no longer believe in its mission?” How would you answer your own question?  
Hui Chen: You need to explore your company, to see what internal allies you have; hopefully you have some, and those are the ones you can work with to try to change things. If you don’t have any, and you don’t see any real way of changing things to something that’s consistent with your own ethics, then you have to leave. And in leaving, you can make the choice of a quiet departure or a loud departure. And that is based on how egregious you perceive the issue to be, and also what the impact will be on you.

ACC: And would you describe your departure from the DOJ — the fact that you spoke on conflicts of interest and abuses of power that you would have red-flagged, for lack of a better term, from a company CEO under federal investigation let alone a president — as a loud departure?
Hui Chen: I never thought it was going to get as loud as it did! I use my LinkedIn and Twitter to really talk to the compliance community and I did not anticipate that it would grow much louder than that. So, I wasn’t planning on being quiet, but I didn’t know it was going to be that loud.

ACC: Would you consider a return to in-house practice, or to the DOJ, perhaps under a different administration?
Hui Chen: Probably not, only because it’s important, from my perspective, that the DOJ gets fresh perspectives. There are times when you have to say those were really great memories and I’m very lucky to have had the experience, but should they go forward with a replacement, and I hope they do, I think the right thing to do is to bring a different perspective. Because the one thing you don’t want is for the person in the role to get stale.

ACC: What keeps you up at night? And what, in your opinion, is the top concern facing in-house counsel and the companies they protect?
Hui Chen: The tone at the top of our government is what keeps me up at night. In terms of the top concern for in-house counsel, in-house counsel need to maintain ethics of the company. Not rules, but ethics.

ACC: That seems to be true for many in-house counsel: According to ACC’s Chief Legal Officers 2017 Survey, 70 percent of those surveyed rated ethics and compliance as the top issue keeping them up at night.
Hui Chen: That’s good. I’m surprised and happy to hear that.

ACC: What does the future of in-house practice look like? How do you see the role of corporate counsel continuing to evolve in the future?
Hui Chen: It will increasingly move toward being more business savvy, and that includes being conversive with data and measurements. Every function of the company needs to demonstrate their KPIs and ROIs; legal functions need to figure out and do theirs.

[Related: Measure Your Impact: 8 KPIs for In-house Teams]

ACC: And finally, what advice do you have for those considering in-house practice, and to take it a step further –– for those working in-house who aspire to the compliance officer role?
Hui Chen: Really get to know your business and your people. I believe a good compliance officer needs three essential qualities: A backbone, incredible social skills, and common sense.  

For more on Hui Chen and the work she is doing today, visit www.huichenethics.com.

Getting to Know Hui Chen...

What book are you currently reading?
I’m reading a book called Start with Why, by Simon Sinek.

What’s next for you?
This is it. Independent consulting.

What advice did you learn in law school that you still apply today?
Questions, questions, questions!

Name one person, living or dead, you’d love to have a cup of coffee with?
Sally Yates.

About the Authors

Tiffani AlexanderTiffani R. Alexander is the editor in chief of the ACC Docket.



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