DUE DILIGENCE—A LEGAL COMPLIANCE PROGRAM

Abstract

Every responsible corporate citizen both within and outside the hydrocarbons sector has an obligation to comply with all laws applicable to its operations. It is clear that modern developments in the law affecting companies, their directors, officers and employees exhibit a strong and consistent trend to impose personal and corporate liability for breaches of the law. Increasing exposure to such liability must be managed by the adoption and effective implementation of a management system which will generate evidence of the exercise of proper diligence to ensure compliance. This is the basis of a Legal Compliance Program.

The implementation of a Legal Compliance Program will involve the following aspects:

Identification of the company's exposure to laws requiring compliance as part of its day to day operations.

Analysing the nature of the compliance required.

Imposition of responsibility to ensure compliance.

Compliance auditing.

A Legal Compliance Program will assist in ensuring that the major legal risks and exposures in the organisation are identified, reported and managed.

The responsibility for compliance lies with everyone in the organisation. All employees are responsible for compliance with the laws applicable to their assigned duties and responsibilities.

Programs must be established to ensure compliance by each Department and a procedure should be set in place to provide for periodic compliance audits. Such audits should be undertaken with the co-operation and assistance of department personnel and should be programmed in such a way as to give reasonable assurance that the company's obligations for compliance with laws is achieved.

It is an on-going process which must be flexible to account for changing laws and changing processes and procedures.

In the hydrocarbons industry, with the requirement to establish due diligence in all areas and particularly with regard to compliance with environmental laws, a legal compliance program will provide the following benefits:

It will reduce the likelihood of breaching laws relevant to the company's operations.

It will help to establish a due diligence defence in appropriate circumstances.

It will provide for personal accountability of employees at all levels.

It will assist in public relations in the advent of adverse public exposure.

It will assist in developing a good working relationship with the regulatory authorities if they can be persuaded that an effective legal compliance program has been established.

To the extent that assurance is given that laws are being complied with, it will minimise the risk of prosecutions, investigations and litigation and have a consequential saving in legal costs which would otherwise be incurred.