A — July 26 - August 15, 2013 — Mid Atlantic Real Estate Journal
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M id A tlantic R eal E state J ournal
ont. from page 2A board of directors or other governing author- By Raymond Brown & Daniel Flynn, Greenbaum, Rowe, Smith & Davis LLP Small and medium size companies should consider a proactive approach to managing compliance. . . C
programs, such as environ- mental protection, as well as the laws of other countries impacting U.S. companies, such as the United Kingdom’s Anti-Bribery Act. Does One Size Fit All? In a word, no. Although the same degree of commitment to ethical conduct and compliance is required of companies of all sizes, the official commentary to the guidelines acknowledges that smaller organizations may meet that requirement with “less formality and fewer re- sources than would be ex- pected of large organizations.” Even for a small organization, however, the program must be consciously designed. The small organization must re- alistically assess its risk of criminal and civil violations and confirm that its custom- ized program addresses all program elements identified by the guidelines. The organiza- tion must also ensure that its program can be implemented effectively, sustained over time and proven to regulators in the event of enforcement. There needs to be vigilance for new regulatory and other requirements as they emerge so that adjustments in the com- pliance program can be made, There must be a genuine, ac- tive commitment originating from the top. Some tasks can be delegated, but if top leader- ship does not show an interest, the program’s significance is seriously undermined. Are the Benefits Tangible? An effective compliance and ethics program helps recognize
and manage civil and criminal compliance risks that could devastate the organization’s bottom line, if not the organi- zation itself. Even the best compliance program may be unable to as- sure compliance by all employ- ees all the time. Misconduct by one individual can trigger civil or criminal enforcement against the entire organiza- tion. The existence and effec- tiveness of an organization’s compliance and ethics pro- gram, even if it fails to prevent a particular violation of law, is a major consideration taken into account by prosecutors and agencies when deciding whether to: • take enforcement action against the organization, • pursue criminal sanctions instead of non-criminal ones, or • bring charges against the organization’s high-level of- ficers or directors. An effective compliance and ethics program is becoming the standard of care expected of an organization’s top officers and directors. Providing such a program puts the organiza- tion, its officers and directors in a better position to defend shareholder and other litiga- tion arising out of a significant enforcement matter. Of critical importance: Com- pliance after enforcement has been triggered is almost always more costly and with fewer options than when it has been addressed proactively. What Types of Compliance Risks Can Be Managed by an Effective Compliance and Eth- son-Bergen Light Rail and NY Waterway Ferries. The space will serve as the administra- tive offices for Bayonne Medical Center who has relocated. The transaction was orches- trated by Jaime Weiss and Matthew Weiss of Weiss Re- alty Inc. of Moonachie. “Bayonne Medical Center, which manages the medical staff and top notch medical fa- cilities of three Hudson County hospitals including Christ Hos- pital, Bayonne Medical Center and Hoboken University Medi- cal Center was drawn to this building due to the attractive
ics Program? According to data collect- ed by the U.S. Sentencing Commission, the offenses for which organizations are most frequently sentenced occur in companies of all sizes. In order of decreasing frequency, they are: • fraud • environmental non-com- pliance • tax violations • competition law offenses • food and drug violations Beyond this, each business will have its own unique blend of compliance risks: Any organization involved in international trade must be concerned about risks in- cluding the Foreign Corrupt Practices Act, import and ex- port trade regulation, inter- national privacy laws, the Toxic Substances Control Act, and rapidly evolving human rights standards, among oth- ers. Added concern is spurred by counterparts of these laws and regulations in foreign countries involved in business transactions. Real estate development or- ganizations must be concerned about laws regulating financ- ing, environmental protection, and interaction with the state and local officials who must ap- prove development plans. Banking, pharmaceutical, transportation, food, chemical and manufacturing industries have suites of laws enforced by civil and criminal sanc- tions that are unique to each industry. The scope of an effective compliance and ethics program
is risk-based. A greater degree of risk warrants a greater de- gree of effort to control it, and vice versa. For example, a local paving company is expected to comply with all applicable environmental requirements, but will not be expected to have the type of robust training and auditing programs likely to be required of a large chemical manufacturing concern. Should Effective Compliance and Ethics Programs Address Liabilities Beyond Those En- forced by Criminal or Civil Sanctions? The answer is yes. There are some ethics and policy compliance issues that can be as devastating to a company as criminal liability, and that can be effectivelymanaged through a well-designed program. Organizations that are de- pendent on their public repu- tation, such as charities, com- panies that do business with governmental entities, and major retail organizations, would benefit from a compli- ance and ethics program that addresses reputational risks just as it would address legal compliance risks. Sometimes companies may even have to choose between standing on their legal rights and ad- dressing reputational harm. For instance, purchasing or selling goods manufactured in overseas sweatshops may comply with the law but may also damage a businesses reputation. Raymond M. Brown or Daniel Flynn, Greenbaum Rowe Smith & Davis LLP. in Iselin NJ. n
ity, Assignment of overall re- sponsibility for the program to specific high-level individual(s) who report directly to the board with respect to the pro- gram, Effective communica- tion and training for company personnel on the purpose and requirements of the program, Reasonable steps to ensure the program is being followed (such as internal audits) and periodic evaluation of the program’s effectiveness, A publicized system that allows employees and agents to report criminal conduct anonymously and without fear of retalia- tion, Consistent promotion and enforcement throughout the organization, including incentives for compliance and disciplinary measures for crim- inal conduct or failure to take reasonable steps to prevent or detect criminal conduct, Reasonable steps to respond appropriately to any criminal conduct that may be detected and adjust the program as needed to prevent further similar conduct, and Periodic assessment of the company’s risk of criminal conduct and appropriate adjustment of each element of the program design and implementation as needed to reduce the risk of criminal conduct. Although it originated in the U.S. Sentencing Commis- sion guidelines, the concept of rewarding an effective compli- ance and ethics program has since been incorporated into many non-criminal regulatory Jersey City, NJ — Weiss Realty announced that it has completed a 36,624 s/f lease transaction at 10 Exchange Place located on the waterfront in Jersey City. Weiss Realty represented the tenant, Bayonne Medical Cen- ter in the lease commitment for the entire 15th floor. Cushman and Wakefield represented the sub landlord, Rabo Support Services. 10 Exchange Place is a 748,000 s/f Class A TOBY Award winning building that includes direct access to Ex- change Place Path Station and is steps away from the Hud-
Weiss Realty brokers 36,624 s/f lease transaction at 10 Exchange Place, Jersey City, NJ on behalf Bayonne Medical Center
demographics and location” said Matthew Weiss. “This lease establishes the com-
pany in a prestigious upscale building in the heart of Jersey City.” n
continued from page 3A By Bob Kilroy, Jewel Electric Supply
• Buy Energy Star products • Vent Attics allowing air to flow freely • Educate others Call the energy experts or just visit us in Booth 419 at the Atlantic City NJAA show, we will show you how to find $50.00 in savings in your bath- room. Bob Kilroy, Jewel Electric Supply Co., Jersey City, NJ. n
• Insulate cracks and openings and windows • Use programmable thermo- stats • Reduce water-heater tem- perature by 5 degrees • Replace and clean filters • Turn off lights, automatically or manually • Change to a more efficient type of lighting. • Use Smart Power-Strips
10 Exchange Place
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