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Pfizer Corporate Compliance Group. ABA Section on International Law Spring Meeting April 15, 2005 Philip Weis Senior Corporate Counsel. Presentation Overview. Overview of Corporate Compliance Structure and Function Defining Referable Compliance Matters

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Pfizer corporate compliance group

Pfizer Corporate Compliance Group

ABA Section on International Law

Spring Meeting

April 15, 2005

Philip Weis

Senior Corporate Counsel

Presentation overview
Presentation Overview

  • Overview of Corporate Compliance Structure and Function

  • Defining Referable Compliance Matters

  • Introduce Global Compliance Liaisons Program

  • Identify Global Drivers

Corporate compliance officer and committee
Corporate Compliance Officer and Committee

  • Corporate Compliance Officer

    • General Counsel

    • Overall responsibility for company-wide compliance

    • Committed to making Pfizer a compliance leader

    • Empowers Corporate Compliance Group to act on his behalf on day-to-day basis

    • Everyone with compliance responsibility has dotted-line reporting to General Counsel

  • Corporate Compliance Committee

    • Chaired by Corporate Compliance Officer

      • Reports out to Board of Directors and Audit Committee of Board as necessary

    • Membership reflects cross-divisional, senior leadership participation

    • Directs and overseas Pfizer’s compliance strategy

    • Reviews Significant Open Door and Hotline matters quarterly

Corporate compliance organizational structure
Corporate Compliance Organizational Structure

Senior Vice President & General Counsel

Corporate Compliance Officer

Compliance Coordinator

Asst. General Counsel

Deputy Corporate Compliance Officer

Administrative Assistant

Administrative Assistant

Sr. Corp. Counsel

Sr. Corp. Counsel

Corp. Counsel

Asst. Corp. Counsel

Asst. Corp. Counsel

Asst. Corp. Counsel

Asst. Corp. Counsel

Asst. Corp. Counsel




Corporate compliance group
Corporate Compliance Group

  • Allocated to Legal Division

    • Reports to Corporate Compliance Officer and Committee

    • Full-time attorneys and paralegals supporting compliance, government investigation and products

      • Criminal law, litigation, corporate/transactions and finance backgrounds

      • Specialized investigation and compliance training

  • Proactive and responsive compliance initiatives

    • Development and maintenance of corporate policies and procedures

    • Compliance promotion and training (live and online)

    • Industry benchmarking

    • Interact with regulators and peers regarding best practices

    • Support Open Door, Hotline, Anonymous Fax, Compliance Mailbox

  • Primary responsibility for Coordination of “Referable Compliance Issues”

    • Conduct / coordinate investigations

    • Support the business by helping to ensure compliance

Corporate compliance what kind of matters are addressed

Compliance Matters

Contact initiated through Open Door, Hotline, Email, or other colleague or affiliated entity outreach

Subject matter encompasses

Fulfillment of existing regulatory obligations (e.g., Corporate Integrity Agreement, AVCs)

Potential violation of Pfizer policies and procedures (Blue Book, White Guide, Global Key Principles);

Possible violation of company SOPs related to financial controls/financial management;

Federal or state heathcare laws

Manager misconduct involving policy violation or financial consequences

Corporate Compliance– What Kind of Matters are Addressed?

Updated definition referable compliance issues rci
Updated Definition: Referable Compliance Issues (“RCI”)

  • Definition

    • Significant violations of applicable law or Company policy or procedure

      • “Significance” determined by severity or consequence and nature of law

      • Intentional, criminal or repeated behavior;

      • Manager participation

      • Serious financial, investor relations, health or safety consequences

        • for Company, colleagues or public

  • RCI sets the threshold for matters that must be:

    • Reported to the Corporate Compliance Officer; and

    • Coordinated through the Corporate Compliance Group

  • Response to changed environment

    • New government, media and public scrutiny of business

    • Heightened regulatory sensitivity

    • Enhanced management commitment to compliance

Global compliance liaisons program
Global Compliance Liaisons Program

  • Outstanding collaboration between Corporate Compliance Group and Local Leadership Teams

    • Initiated by Corporate Compliance Officer/General Counsel

    • Approved by PLT and Board of Directors

    • Coordinated with PGP Regional General Counsels

    • Actualized by Country Attorneys and HR Leaders

  • Compliance industry innovation

    • Designated Compliance Liaisons in every market around the world

      • Liaise between market and Corporate Compliance

      • Pivotal role in Compliance reporting and coordination

        • Provides Corporate Compliance Officer (CEO, CFO, Board and Audit Committee ) with current compliance information from all locations

        • Facilitates local implementation of compliance programs

        • The “face” of Compliance in every Country

Selected important contributions of compliance liaisons
Selected Important Contributions of Compliance Liaisons

  • Provide the Market ‘Face of Compliance’

    -- Coordinate Market adoption global Compliance principles

    -- Coordinate post –rollout Compliance certification process

    -- Facilitate local implementation of compliance initiatives

  • Refer RCI Matters / Potential FCPA Issues for Coordination with NYHQ

    -- Operate as pivotal liaison between market colleagues and HQ

    -- Improve effectiveness and efficiency of investigations

  • Handle non-RCI Matters

    -- Identify potential Compliance issues

    -- Develop investigation plan

    -- Consult local HR and HQ Compliance, Government Investigations

    -- Share market compliance information with Corporate Compliance

    -- Execute investigation plan

Why global effects of the sarbanes oxley act of 2002
Why? . . Global Effects of the Sarbanes-Oxley Act of 2002

  • Series of governance and disclosure obligations

    • 301: Establishment of anonymous reporting system by audit committee

    • 302: CEO and CFO certifications regarding fraud

      • Disclose to the audit committee and external auditor (a) any significant deficiencies and material weaknesses in internal controls for financial reporting; and (b) any fraud (material or not) involving anyone having a significant role in those controls

    • 304: CEO and CFO certifications regarding controls

    • 307: Attorney reporting obligations

  • Whistleblower protection

    • New statutory protection: Employers must now demonstrate by “clear and convincing evidence” that the employer “would have taken the same unfavorable personnel action in the absence of [the whistle blowing behavior]”

  • Implications outside of the United States

Why foreign corrupt practices act fcpa
Why? . . Foreign Corrupt Practices Act (FCPA)

  • Actions ex-U.S. can subject U.S. companies to potential criminal liability

    • In the case of illicit bribes, U.S. company (under the FCPA) and local affiliate (under local, anti-bribery provisions) can both face criminal liability

    • Due diligence needed to avoid local bribes to government officials

  • Two substantive provisions for liability

    • Anti-bribery provision – prohibits U.S. companies (directly or indirectly through a third party) from bribing foreign officials in order to obtain or retain business

    • Books and records provision – requires that books and records be kept in reasonable detail and accurately and fairly reflect transactions and dispositions of assets

  • Recent action against Schering-Plough

    • Schering liable where branch of sub made $76,000 in payments to charitable foundation in Poland, and Polish government official had founded the charity

    • Compliance program imposed and $500,000 civil penalty