COIs: Common & Complex

Today I am hosting a call during which I will be discussing conflict of interest (COIs) situations with my team.

COIs are very common in organizations. Every employee is likely to face one. Some employees fall in love with a colleague, some need a second employment, others might have a financial interest in a customer or received a gift from a supplier.

Being common doesn’t make COIs easier to resolve. While there are similarities between COIs, each is unique to the persons involved. It might be fine for Employee A to receive a gift from Supplier B, and completely inappropriate for Employee C to receive the same gift from the same supplier. My standard response to an employee who calls me and asks “Do you have 5 minutes for a quick COI check?” is “Do you have 30?” I know from experience that I will need to ask her several questions and consider not only the likelihood of a true conflict but also even the appearance thereof. Both should be avoided.

So naturally, E&C professionals find it difficult to resolve COIs. The best way to get better at it is to do it often. Which is why I am hosting this call. Over 160 of my team members have signed up. Our plan is to repeat this exercise every month.


What’s another topic that keeps ECOs awake at night? Let me know in the comments below. Thank you!

Al Capone and cover-ups

The American gangster Al Capone was convicted of income tax evasion today in 1931.

One could say that it wasn’t his original crimes that put him behind bars but his attempt to cover them up.

Many employees follow this pattern. They break a rule and try to get away with it by breaking another. That cover-up usually gets them terminated.

An interesting difference between Capone and our employees (there are many, of course) is in the comparative seriousness of the original violation and of the cover-up. For Capone, it was almost comical that he was sentenced to 11 years for tax evasion rather than for life for corruption, racketeering and murder. For our employees, it is often sad that they get terminated for covering up a minor conflict of interest or mistake, one they could have easily survived had they simply admitted to it.

Our policies, training and communications should aim not only to prevent mistakes and violations but also to prevent cover-ups. Cover-ups only make things worse.

Unless you are Capone.

Conflicting offer

Most conflict of interests (COI) policies require employees to disclose ownership in another business.

However, how do we handle ownership by a candidate if we learn about it after extending an offer but before they accept it?

We need to answer the following questions (and perhaps a few more):

  • Was it reasonable for the candidate not to disclose her ownership before an offer was made?
  • Should the candidate have known about our COI policy?
  • Does the ownership actually create a conflict of even the appearance thereof?
  • Can we modify our offer based on this newly discovered ownership (by adding conditions that would resolve the conflict)? Should we?
  • Can the conflict be mitigated if our offer is accepted as-is? If not, can we rescind our offer based on this newly discovered conflict? Should we?
  • What message do we want to send the candidate about our culture of compliance?

This situation offers a great opportunity to reflect on the character and values of the candidate – and of our organization.

Bravado and humility

Several years ago, I led a team of about 100 ethics & compliance officers (ECO) in one of my organization’s business units. I directly supported 6 Regional ECOs who in turn supported about 15 Local ECOs. Whenever we appointed a new Local ECO, the Regionals and I always covered conflicts of interests (COI) as part of our onboarding discussions.

Our message was simple: COIs are going to be your most common matters but that won’t make them any easier to solve at first. And our advice was equally simple: call your Regional ECO for help – she has resolved dozens of COIs. If she’s stumped, call me – I have resolved a few hundreds. And if I’m stumped, I know who to call for help.

Our goal was twofold: to offer support and to deploy some humility. By admitting up-front that we might not have the answer when they call for help, we gave these ECOs permission not to have all the answers for their employees on the spot. Being comfortable with saying “I don’t know but I’ll find out” is particularly important for E&C professionals. We go beyond simply asking “Can we do this?” and ask “Should we do this?” The first question might evoke bravado in some. The second question should trigger humility in all of us.

Do you have 2 minutes to discuss this conflict of interests?

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Conflicts of Interest (“COIs”) are among the thorniest issues that organizations and ethics and compliance (“E&C”) professionals face.

These are the opening words of ECI’s latest resource created by its benchmarking group. The 40-page guide goes into details about how to define, prevent, identify, and deal with all types of COIs. Every E&C professional should have a copy at hand.

My typical conversation with an employee about a COI starts like this:

– Employee: “Do you a 2 minutes to discuss this potential conflict?”

– Me: “Do you have 30?”

COI questions are the “bread and butter” for most E&C professionals. Sadly, they are not the easiest to answer.

This guide can help.

Getting out of a conflict

Here is a standard 3-step process to resolve conflicts of interests:

  1. Disclose the conflict
  2. Remove the conflicted person from decision-making
  3. If 1 and 2 are not enough, follow company policy or the law.

Sometimes, the first two steps are enough. For example, if one of the suppliers bidding for work is the brother of a low-level employee, you can just make sure that this employee is not part of the selection committee.

Sometimes, step 1 is enough. If a nurse is selling jewelry at the mall on the weekends for extra income, it’s unlikely to affect decisions she will make at the hospital.

Sometimes, the conflict is self-evident and need not be disclosed. In the case of a joint venture, everyone understands that JV managers also have a loyalty to the organizations they came from (majority and minority JV partners).

And then you have cases where these 3 steps are simply not sufficient. Cases where the conflicted person has too much power and influence. Even when they are removed from decision-making and all the rules are followed, they can still influence outcomes that will benefit them (or their protégés) over the organization they serve.

In those cases, the powerful and influential must turn to their own sense of ethics and do what they know is right.