Beyond Black and White: Educating Compliance Leaders Who Flourish in the Gray Helen Clarke Ebert October 26, 2017 When key decision-makers at St. Thomas chose to forge ahead in unfamiliar territory for graduate education with the compliance programs, they knew the key to success would be focusing on both the technical and relational skills that the profession demanded. Developed in partnership with an advisory board comprised of leading compliance and ethics experts from a variety of disciplines – including financial services, health care, agribusiness, energy, technology and consumer goods, to name a few – the program has earned the attention of the compliance and ethics community.“In partnership with the university’s Opus College of Business – which boasts one of the largest business ethics faculties in the world – we are uniquely situated to help our students succeed in this field,” said Robert Vischer, dean of the School of Law. “Professional excellence in this area requires more than information or technical skills – it requires the ability to handle ambiguity; the most challenging issues facing compliance professionals today are not black and white, but shades of gray.”Jessica TjornehojA rising tide lifts all boats.That’s the aphorism Jessica Tjornehoj ’15 J.D./M.B.A. uses to describe the culture of the compliance and ethics community in the Twin Cities. An exciting hub of Fortune 500 companies coupled with the presence of the Society of Corporate Compliance and Ethics have given professionals the freedom to dream up best practices in what feels like an entirely new field.“There’s so much open space for coming up with new ideas,” Tjornehoj, a full-time ethics employee at Medtronic, said of her chosen profession. “We all want to improve our programs, and there’s no harm in sharing best practices in our companies. As we all improve our programs, all of our companies are better off.”A rising tide? Tell that to Enron. It was Enron’s 2001 accounting scandal that ran the company aground, shifting both public awareness and public opinion of corporate greed. The many disgraceful headlines in the years since underscore how disruptive ethical failures by organizations can be – from Enron to Lehman Brothers to Volkswagen – and how essential compliance and ethics functions should be.“It’s not just about a few bad apples setting out to misbehave, but about cultures that become warped over time,” dean Vischer said. “Companies need leaders who can set the tone, build the proper infrastructure and make sure that lofty promises are matched with day-to-day execution. Managing compliance regimes requires a significant commitment of resources, including trained professionals.”In 2014, St. Thomas set out to change the course and impact corporate culture at its core. The university launched its master’s and LL.M. programs in Organizational Ethics and Compliance and will grow in January 2018 to offer the LL.M. program online. Both the online and on-campus LL.M. programs are accredited by AACSB International – the only accredited programs of their kind in the United States.“The complexity of the marketplace within which these businesses operate today requires leaders who have been taught and educated on how to deal with these sophisticated and nuanced scenarios,” said Colleen Dorsey, director of St. Thomas’ Organizational Ethics and Compliance programs. “Can they get it on the job? They can. But they’ll be way better equipped coming out of a graduate-level program so that they’re prepared.”“Anyone in this profession knows that learning on the job can be daunting and stressful,” added E. Alan Arnold, vice president, deputy general counsel and chief compliance officer for Delta Air Lines and member of St. Thomas Law’s Compliance Advisory Board. “St. Thomas can position grads to step into this profession as a profession, not just another subject matter area, with a much deeper understanding of where compliance comes from, what works, what might work and, most importantly, why.”It’s the savvy business leaders who are beginning to understand the why, Dorsey says. They know the risk – that “once the public perceives a corporation as greedy or prone to corruption, that’s a hard thing to dial back.”Putting Ethics Front and CenterWhile Tjornehoj was taking classes in the M.B.A. program, she was encouraged to find an externship, but none of the openings felt like the right fit. Inspired by Professor Tom Holloran’s teachings in an Ethical Leadership course she took at the law school, she instead chose to identify a company for which she aspired to work – Medtronic, where Holloran had served as president. She connected with a vice president in ethics and compliance who created an externship for her.“It was one of those instances of fate. I flew right into something that was the perfect fusion between legal and business work,” Tjornehoj said. “My externship helped give me the practical experience of what a compliance role is. Students can be confused in law school about where to go in their career – a few months in the field can do a lot.”Immediately after graduating from law school with a concentration in organizational ethics and compliance, she joined the Medtronic Office of Ethics & Compliance.“Medtronic is a very missiondriven company, and acting with integrity is a strong part of the mission,” she said. “It’s always been in the fabric of the company, but having a full-time employee behind it, we can be really explicit about the expectations and making the concept of weaving ethics into your everyday behavior real for employees.”She sees her role as proactive rather than reactive, and is intentional about promoting the right behavior among the company’s nearly 100,000 employees.“Lawyers have a good way of envisioning what could go wrong. The opportunity is to turn that viewpoint of what could go wrong into preventative action,” she said. She spends roughly half her working hours digging into data – going through ethics surveys, hotline call reports and other resources to slice and dice the data to get a clear picture of company culture.Third-year student Wally Hwang, second from right, spent the summer working as a legal corporate compliance intern for Delta in Atlanta. She is pictured with legal interns, from left, Terrika Crutchfield of Mercer University School of Law, Trey Flynn of the University of Georgia School of Law and Tammy Le of UGA Law.Conor Marrinan ’16 J.D./LL.M. got an early taste of compliance alongside Tjornehoj at Medtronic. Working as an extern there, Marrinan presented to an international audience on the Foreign Corrupt Practices Act and how the company could safeguard itself from violations, and worked with Tjornehoj to build Medtronic’s compliance training platform. He completed his externship doing hands-on FCPA reporting and applied that experience directly to his current job with Ernst & Young, where he works as a financial consultant based out of Charlotte, North Carolina.“My externship has been extremely beneficial to my career, Marrinan said. “At the bank I’m working with now, I started building a training program for a select group of associates, then for the department, then for the whole group. The experience I had at Medtronic helped pave that way.”Marrinan has spent the bulk of his first year out of law school building and implementing a Bank Secrecy Act anti-money-laundering function for an East Coast bank and reviewing account holders’ transactions to ensure nothing suspicious is going on – such as tax evasion, terrorist financing or money laundering.“I went to law school knowing I didn’t want to practice in the traditional sense,” he said. “I wanted to get into an institution and implement a change from within. We’ve all seen the impact of what the Bernie Madoffs and Tom Petters have done. Not only is regulation within the financial crimes realm strong and continuing to become stronger, it makes for a very interesting career path.”The Lawyer as Compliance OfficerWith compliance and ethics essentially absent as a discipline from higher education until the past decade, many companies found lawyers were a natural fit for these roles.“Lawyers are trained to think a certain way: to think about laws and regulations as a system of rules that can be followed, or not; that can be supported by specific values and actions, or not;” Arnold, of Delta, said. “In this way, lawyers come fairly intuitively to the notion that codes of ethics, training, monitoring, constant risk assessment and program evolution – actually all of the suggestions in the Federal Sentencing Guidelines and other resources – just make good sense if what you’re trying to do is create, care for and feed a program that describes your company’s commitment to ethics and compliance.”He continued, “[And] lawyers communicate – a lot. It is the backbone of what we are trained to do. We listen and read for comprehension, are discerning about contradictory points of view, and then communicate persuasively. Of course, you don’t have to be a lawyer to have any of these disciplines, but the legal and compliance professions can often be a good fit.”Justin Windschitl ’05 J.D. is a prime example. He graduated from St. Thomas Law before degree programs in compliance and ethics existed, but has found himself in a career that rests squarely on the needs that Arnold articulates. Now senior vice president, total compensation director and chief risk officer for human resources at U.S. Bank, he says: “When I step back and think about what I do on a day-to-day basis, my goal is to help make sure we do the right thing. We do the right thing for our employees, for our customers, for our community.”The bank actively seeks to comply with over 120 laws and regulations, Windschitl said, but that doesn’t get to the core need for dedicated compliance and ethics professionals.Justin Windschitl“Historically, compliance staff were viewed as barriers to innovation or obstacles to success or freedom, but what I’ve seen more recently is a willingness to bring that staff into discussions early on as thought-partners who are necessary to the conversation to make sure we’re able to do things the right way,” he said. “My position puts me in a place to exercise influence, as compliance professionals are the heart of the company. Working in such a role has such a critical impact on our organization.”In what is still a relatively new field, St. Thomas seeks to help shape the profession by ensuring that leading professionals are trained in an interdisciplinary university setting that takes ethics as seriously as compliance.“Excellence in compliance must always be more than checking the box,” Vischer said. “It’s a broader approach to organizational health and culture. Industry-specific knowledge is important, but so are relationship skills, a service mindset, effective communication, critical thinking and leadership.”Windschitl has hired several St. Thomas graduates over the course of his career with U.S. Bank – the bank is among the top employers of St. Thomas Law alumni – and it’s the “why” that he says he often seeks out on a resume.“Some people think in order to make a difference with a law degree, you must work in a nonprofit or in public service. Increasingly, I think people are recognizing there’s a real need for people with that core mission in all sectors of our workforce. There is tremendous opportunity for us to bring those values and influence the types of decisions that are made,” he said. “One of the things I love about U.S. Bank is that I don’t have to leave my values or my ethics at the doorstep; I bring them into the work that I do.”Choosing Compliance as a ProfessionThe St. Thomas programs offer students a chance to be intentional about their career plans in this lesser-known field. A decade ago, they may have landed in a compliance role by chance several years into their career, but today they can get first-hand experience during law school. The popular compliance externship was built into the curriculum to give students a chance to work under the supervision of a lawyer in the field at one of more than 30 participating businesses.Third-year student Wally Hwang spent six weeks last summer in Atlanta working as a legal corporate compliance extern for Delta Air Lines. Her work with Delta included policy drafting and review, researching and summarizing salient points for training and presentations, and helping to execute a formal ethics and compliance communication plan.“At the same time, I was also learning what it’s like to wear the in-house counsel hat and the compliance officer hat,” she said. “Compliance is different for every industry, and the variety of work I did goes to show how it is an all-encompassing area. I’m most proud of drafting Delta’s Anti-Human Trafficking statement and stand-alone Conflicts of Interest policy. It will be exciting to see those documents come to life from what I benchmarked.”As an extern, Hwang was given a wide range of learning materials – from how corporate audits are done to the process for third-party due diligence, all of which reflect back on how Delta’s ethics and corporate culture is shaped. The experience served as validation for the decision she made two years ago to leave her home state of California to enroll in law school at St. Thomas.“I knew I wanted to go to law school with the ultimate goal of becoming a chief compliance officer. After doing my research and speaking with professionals before committing to law school, I knew that the versatility of a J.D. coupled with my compliance emphasis would serve as an advantage post-graduation and for my own educational and professional growth,” Hwang said.“Prior to recent years, most compliance professionals were groomed-in to the role, with no legal background. The trend we’re seeing now is that most jobs are J.D.-preferred because they work very closely with the legal department.”Hwang’s long-term career goal is to become a global chief compliance officer for an airline or hotel brand. Her externship at Delta felt like a taste of her dream job – one that seemed possible only because she chose a law school that values hands-on experience at its core.“I did my internship in conjunction with the compliance externship course by Skyping into class every week. So, not only did I benefit from the practical training side of working like a fulltime employee at Delta, but I also gained the in-classroom tools and knowledge to apply and share it in the office,” she said. “There has not been a single person who I’ve spoken to in the Legal Department who didn’t wish they had this kind of an experience during law school – including the three other legal interns.”Hwang’s experience is a testament to what St. Thomas sought to accomplish with the organizational ethics and compliance programs in the first place.“At the end of the day, it’s about culture and leadership, and what we’re trying to do here is create leaders who are well-versed in how to deal with compliance and ethics issues,” Dorsey said. “Leadership doesn’t create culture, but it can diminish and destroy it. That’s what this school is all about – creating leaders who are all about the common good.”Editors note: Just as the printed magazine was going to press, Jessica Tjornehoj announced she would be moving from Medtronic to join U.S. Bank, where she will serve as program manager for ethics framework and strategy in the office headed by the bank’s chief ethics officer. She told us that her interest in continuing to work for a mission-driven organization will make U.S. Bank a great fit. What the Pros Say About Ethics and Compliance“At Land O’Lakes, integrity is integral to everything we do – essentially part of our DNA. Having a resource focused solely on compliance and ethics helps us reinforce that message at every point in the employment lifecycle: from teaching new hires about the importance of ethical conduct in our culture to helping employees live our Code of Conduct and inviting departing employees to tell us about their experience working here. That dedicated resource also helps us bring a continuous improvement mindset to our program that is evident everywhere, every day.” – Sheilah Stewart, vice president and deputy general counsel, Land O’Lakes“Change is the only constant in today’s global marketplace. To continue to drive sustainable growth across our diversified businesses, we understand the value of having a dedicated Compliance and Business Conduct team around the world to support our 90,000 employees to live the 3M Code of Conduct. We strive to delight our customers and help them be more competitive by doing business the right way, every day, everywhere.” – Veena Lakkundi, vice president and chief compliance officer, 3M“Ethics is values-based – is it right? Compliance is rules-based – is it legal? They’re really two sides of the same coin. A business can cut corners and survive in the short run, but building a sustainable, long-term enterprise requires “the power of and” – a dedicated focus on ethics and compliance.” – Timothy Dordell, vice president, secretary and general counsel, The Toro Company“At Target, managing today’s evolving risks is a shared responsibility across all team members. We have a dedicated compliance and ethics team that helps develop the policies, procedures, training and monitoring to enable the business to focus on delivering the best experience for our guests. The team is trained to navigate tough issues, while also demonstrating a deep understanding of the business. In addition, we equip our team members to watch for and manage risks as they occur within the day-to-day work. It’s a true partnership between our team and the business, which allows us to effectively mitigate risk while clearing roadblocks so the company can thrive and grow. Managing risk is all-in: a dedicated team and vigilant team members, working together every day, to do what’s right for Target.” – Jackie Rice, executive vice president and chief compliance officer, TargetRead more from St. Thomas Lawyer.