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Ensuring the continuity and survival of companies: objectives of Good Corporate Governance and Compliance

| News | Empresa Familiar / Corporate Compliance / Corporate Law and M&A

Andersen presented, with the collaboration of Telefónica, the event "Good Corporate Governance and Compliance", with the participation of Manuel Crespo de la Mata, Chief Compliance Officer of Telefónica, and José Ignacio Olleros and Santiago Fuentes from Andersen

Nowadays, directors and managers of commercial companies, whether listed or family-owned, must face new challenges and responsibilities to ensure the proper functioning and future of the companies. In this line, Good Corporate Governance and Compliance have become fundamental tools for the efficiency of business management, as well as to identify possible conflicts in time, resolve them and mitigate the risks of the organisations as much as possible, to ensure their continuity and future success.

This was demonstrated in the webinar "Good Corporate Governance and Compliance" organised by Andersen in Spain and in collaboration with Telefónica, in which experts from both organisations offered, from a practical approach, a vision of compliance in large companies, recommendations and examples of the usefulness of corporate governance. The event featured Manuel Crespo de la Mata, Chief Compliance Officer of the Telefónica Group, who explained the case from the company's perspective, and with José Ignacio Olleros, Partner at Andersen, and Santiago Fuertes, Director at the firm.

José Ignacio Olleros oversaw presenting the conference, emphasising the importance of Compliance, Corporate Governance and business ethics and highlighting the boost that compliance has received with the reform of the Criminal Code and the liability of legal persons. "At Andersen we have always understood it as a totally transversal practice, taking into account the peculiarities of regulated and/or self-regulated sectors such as finance, pharmaceuticals, etc.", he pointed out.

For his part, Manuel Crespo de la Mata, from his position as Compliance Officer, emphasised the relevance of what he called "trench compliance", a way of referring to what is known as "the first line of defence, a fairly unexplored territory today", he said, adding that "compliance is not a specific issue that only the compliance officer should do, it is a function that the company as a whole should carry out". "At Telefónica we are identified with our commitment to the future, to a technological world, connecting people's lives, but we are also all the people who contribute to the provision of these services, and this is the daily work from all possible fronts and areas", he said.

According to Telefónica's Compliance Officer, compliance is necessary in the current context for several reasons: first, because it is a new and different function that allows direct immersion within the structures of the company and the business; second, because of the necessary identification and prioritisation of compliance risks, to define the focus of what is most important; and third, to ensure transversality, with balances. "We have two objectives, which feed into each other: one, transversal and crucial, is to reinforce the culture of knowledge and compliance with the rules and, on the other hand, to ensure that, as far as the regulations allow, we can recognise the legal effects of our programme, both in the criminal field and in others", he explained.

According to Manuel Crespo de la Mata, all members of the organisation are key players in compliance; it is obvious that legal persons are direct targets in terms of liability for non-compliance with certain rules, and their liability also extends to the criminal sphere; and the management bodies are also solely responsible in the exercise of their functions from the perspective of compliance. The control functions are also responsible, each in their own area of responsibility, but, in his opinion, "the main responsibility continues to lie, on a day-to-day basis, in the trenches. And yet, today, the trench not only assumes this passive role, but also a proactive role in the prevention of non-compliance".

Manuel Crespo de la Mata offered an example of an approach to deploying a system to ensure compliance with regard to certain competences and matters: identifying compliance risks and focusing on the most important ones - a key task of the compliance area or the organisation itself -; considering which areas have expert knowledge in relation to these risks and designing interfaces (compliance delegates) with which to interact in order to establish processes that supervise compliance within their own function; assessing which disciplines are transversal or specific to the direct management of the compliance area; and, finally, acting in each case with the functions that correspond in consideration of the expected role.

For his part, José Ignacio Olleros stressed the importance of having "specialists in each area of practice for the implementation of compliance programmes" and added that Good Corporate Governance has been evolving, requiring compliance with new principles such as diversity in the composition of Boards of Directors and sustainability, but "above all, there must be an effective application and assumption of effective ethical codes that ensure Good Corporate Governance and, as a consequence, good Corporate Social Responsibility policies as long-term sustainable values".

Finally, Santiago Fuertes explained how to apply Good Corporate Governance through two real case studies and explained that "the application of Good Corporate Governance has helped them in their maintenance, in the generational handover. It is not necessary to be a large company for corporate governance to have a relevant utility, ensuring the good development of the company", he commented.

On this point, Fuertes stressed that "Corporate Governance undoubtedly helps to take advantage of the benefits of family businesses (values, common business project, sense of permanence, long-term vision, etc.) and reduces the risks derived from this type of company (lack of professionalism, inability to adapt to market changes, lack of control, inability to attract quality talent, etc.), facilitating their continuity in the medium and long term; the implementation of compliance programmes being equally important in this context".

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