AUDITS & PROCEDURES TO DEMONSTRATE COMPLIANCE

WITH U.S. SENTENCING GUIDELINES

MICHAEL BRAZILEXECUTIVE VICE PRESIDENT & GENERAL COUNSEL, SAKS INCORPORATED

CHRISTINE CONNOLLYVICE PRESIDENT, CORPORATE SECRETARY & CHIEF COMPLIANCE OFFICER, DOLLAR GENERAL CORPORATION

KRISTIN KOEHLERPARTNER, SIDLEY AUSTIN

U.S. Sentencing Guidelines

• Authorize a significant reduction in penalty for an organization that demonstrates it had an effective compliance and ethics program in place to prevent and detect criminal conduct

• Establish the bar for determining the sufficiency of an organization’s compliance program

Seven Elements of Effective Compliance Program

• Standards and Procedures• Oversight, Leadership, and Operational Responsibility• Elimination of Individuals with Propensity to Act Improperly• Communication and Effective Training• Monitoring, Auditing, Evaluating, and Disclosure Mechanism• Incentives and Discipline• Correction Action

Monitoring and Auditing

• Organization shall take reasonable steps to – ensure that the compliance program is followed,

including monitoring and auditing to detect criminal conduct

– evaluate periodically the effectiveness of the compliance program

– have and publicize a disclosure mechanism

AUDITS & PROCEDURES TO DEMONSTRATE COMPLIANCE

WITH U.S. SENTENCING GUIDELINES

MICHAEL BRAZILEXECUTIVE VICE PRESIDENT & GENERAL COUNSEL, SAKS INCORPORATED

CHRISTINE CONNOLLYVICE PRESIDENT, CORPORATE SECRETARY & CHIEF COMPLIANCE OFFICER, DOLLAR GENERAL CORPORATION

KRISTIN KOEHLERPARTNER, SIDLEY AUSTIN