SCRIPT FOR CASES FOR ETHICS TRAINING II

Purpose
Introduction to the Business Conduct Committee
Agenda Item One Script: Ethics Training For Management
Agenda Item Two Script: Managerial Style
Agenda Item Three Script: Expense Reports
Agenda Item Four Script: Outside Political Activities
Agenda Item Five Script:Offering a Corporate Honorarium to a Journalist
Agenda Item Six Script: Ethics Surveys
Agenda Item Seven Script: Use of the Title "Ombudsman"

This final section of the manual contains suggested material to assist the facilitator in introducing the program and each agenda item issue. This section also includes a script of the Business Conduct Committee's discussion of the agenda items and of the flashbacks to the incidents so that the facilitator may more easily plan and structure each training session for the audience involved.

Facilitator:

The Defense Industry Initiative on Business Ethics and Conduct ("DII") was created in 1986 as an outgrowth of the recommendations of the President's Blue Ribbon Commission on Defense Management.

Signatories to the DII Principles agree to have a code of conduct, ethics training, internal reporting systems, and other procedures to assure self-governance. As of 1996, there were 49 signatories to the DII, including virtually all of the largest defense contractors.

In this program, the audience sits in on a meeting of the Business Conduct Committee of a fictional company, National Security Industries, or NSI. NSI is a typical signatory -- a major defense firm supported with a variety of product lines and location. This training tape begins with an introduction to the Business Conduct Committee and then presents seven items on the Committee's agenda as separate case studies. Each agenda item issue is fictional and intended to generate discussion of issues relevant to DII signatories. Accompanying guides suggest specific questions that should be considered by groups using the tape.

The agenda item issues are not intended to endorse any position or particular action. For teaching purposes, the agenda item presentations obviously include comments or situations that are intended to be provocative and to facilitate an open discussion of the issues raised.

Introduction to the Business Conduct Committee
Running Time: 2 minutes, 19 seconds
VHS Start Position: 1:16

Facilitator:

This first scene describes the role and responsibilities of the Business Conduct Committee and introduces each of its members. The role and position of each member gives important insight into the interaction of the Committee with regard to each of the agenda item issues discussed.

{Scene opens with five members of the Business Conduct Committee seated around a conference table, waiting for Grant Richmond, the Chairman of the Committee, to open the meeting.}

Grant: Alan, thanks very much for having our business Conduct Committee here at your Best Practices Forum this year. It's a pleasure to be with you. Let me tell you a little about our Business Conduct Committee, and then I'll have my colleagues introduce themselves. We are responsible for the overall Business Conduct Program at NSI. We see that materials are available setting forth our company's standards, that there is a high measure of awareness of these standards, and that there is an effective internal reporting mechanism. The CEO looks to us to make sure that the program works and that our values are understood and practiced by all NSI teammates. Let me ask my colleagues to briefly explain their roles, Pat.

Pat: I'm Pat Williams, and I am the Vice President for Human Resources at NSI. HR is in charge of all awareness, including communications and training, for the business conduct program. We also assist on certain helpline calls. We are responsible for corporate security and for equal employment opportunity and affirmative action.

Will: Will Adams. Alan, our General Counsel is on the Business Conduct Committee, but we have a closing on an acquisition up in New York today, and he had to handle that. He asked me to pinch-hit here. I have been with NSI for about two years, and one of my areas of responsibility is legal compliance training. The law department also assists in certain sensitive investigations.

Jill: I'm Jill West, and last year I was appointed as Vice President for Ethics and Business Conduct when the position was created. I am responsible for the overall day-to-day direction of the Business Conduct Program, and I have the title of Corporate Ombudsman.

David: David Edwards. I head up the Internal Audit operation. We do a good deal of auditing of compliance matters, and we also audit the Business Conduct Program. We also help investigate helpline calls when asked to do so.

Alan: Grant, before we go further this morning, is there any special significance to your Committee being called the "Business Conduct Committee," rather than some other possible name?

Grant: Well, it's something we considered. We think business conduct includes both compliance with laws and maintaining high ethical standards overall.

Agenda Item One Script: Ethics Training For Management
Running Time: 2 minutes, 54 seconds
VHS Start Position: 3:35

Facilitator: One of the challenges facing DII signatories has been to take ethics programs beyond compliance with laws and regulations. In order to do this effectively, these companies have developed ethics and compliance programs which include comprehensive training for their employees. This agenda item is intended to encourage discussion about the need for management training and the value of the case study approach to ethics training. We join the Business Conduct Committee as it discusses what types of management decisions raise ethical concerns and what type of training is effective in training employees to respond to these decisions.

{Scene opens with Grant, introducing the first item on the Committee's agenda.}

Grant: Now, the first item on the agenda is whether we should consider instituting a new management training program. Jill would you please explain what this program would do if we agree to it?

Jill: It has become increasingly apparent to me that, while we articulate certain values in our corporate vision statement, we have no way to know if management has a sense of when these values are relevant to a management business decision or if these values will be applied. So here is what I would like to do. I would like to get ideas about business decisions that managers at NSI face that seem to have some ethical component. I would then like to build these into believable, true-to-life scenarios that will encourage serious discussion. I think this will engage our managers and really help to ensure that our people "walk the talk." The bottom line is -- do our managers really believe what our materials say? (very emphatically stated) Are they really committed? Can we really depend on them to do the right thing?

Pat: Jill, can you give us an idea of the kind of situation you have in mind?

Jill: Sure, let's take our systems integration consulting division. Let's say that they get an RFP to do a piece of work that is really a stretch for them from what they normally do. Let's assume that they know that there are several firms that are better suited and more qualified to do this, but they figure they can put together a proposal that will sound credible and make up on the price side what they can't deliver on the technical side. Now, is there an ethical argument that our values at NSI suggest that they shouldn't even propose on this, and in any case, they certainly shouldn't overcommit?

Grant: Wait a minute. These are issues of business judgment. This is a business decision. What does ethics have to do with it?

Jill: Everything. We say we want to be fair to the customer. In my hypothetical, we know the customer would probably be better off with someone with a track record of demonstrated performance. I mean, isn't the ethical thing to do on this just to sit it out?

Grant: You haven't convinced me yet, Jill.

Jill: Don't you think it would at least be an interesting discussion?

Grant: I'm not so sure. I think a lot of people would think it's silly. And anyway, our systems integration people have never seen any project that they weren't certain that they were fully qualified to do -- even the ones that overran costs and were technical disasters.

Jill: Well, that's just my point, Grant. I mean that group has its strengths, but that doesn't mean that it's fully qualified to do every systems integration project that comes down the road. They don't even see the issue of their qualifications as being an ethical issue, at least in part. They are in such a sales mentality, they say, "We'll get the work, later we'll figure out who to hire and what to do to get the job done once we've won the competition." (pause and shift emphasis) Well, what do you all think about this kind of training?

Agenda Item Two Script: Managerial Style
Running Time: 3 minutes, 3 seconds
VHS Start Position: 6:36

Facilitator:

In this scene, the Business Conduct Committee discusses the first of three incidents that have been brought to its attention for review. The Committee has the benefit of viewing videotapes of the incidents. We see in the videotape the interaction between Betty, a proposal manager, and her supervisor, Bill, at a large meeting. Bill is using Betty as an example to his group to make the point that losing proposal results are not acceptable. Please consider the appropriateness of the supervisor's treatment of the proposal manager and whether any action should be taken.
{Scene opens with Grant addressing agenda item two, the first of several agenda items involving helpline calls or an internal audit.}

Grant: We have several helpline calls to be discussed. One has to do with a report of abusive management practices. Jill, would you please brief us on this?

Jill: This arises out of our night vision goggle division. The report was made by several employees who observed a manager, Bill Smith, who was allegedly abusive in public of Betty Wright, who worked for Bill doing proposal preparation. Here's part of what happened. Keep in mind this was a large meeting, or sort of training session.
{Scene cuts to videotape. Bill is standing facing Beth, who is seated.}

Bill: Now, let me give you an example of the kind of thing we need to avoid. Betty, let's talk a few minutes about the third generation night vision goggles. You put together that proposal, didn't you?

Betty: Yes.

Bill: And, Betty, do we even know what the losses are yet?

Betty: Not completely.

Bill: And, Betty, would you like to explain to the group how we get into such a disastrous loss position?

Betty: It's really pretty complicated.

Bill: (highly sarcastic) Oh, I don't think it's complicated. We have lots of proposal managers in this company that seem to come up with proposals that produce profits. They don't find it complicated. What's so complicated, Betty?

Betty (obviously embarrassed and trying to deflect discussion) I don't know that we want to bore everyone with the details.

Bill: Oh, they wouldn't be bored. I'm sure they would find it interesting. I mean, it's not every day you can lose $4 million on a $9 million contract. That takes real creativity and imagination. (very sarcastically) Come on, Betty, let us in on your secrets. After all, this is supposed to be a learning experience.
{Scene cuts back to Committee.}

Jill: Well, that shows you about as much as you need to see. Apparently, it went on like this for about five minutes until everyone was embarrassed for Betty and resentful of Bill. In fact, two colleagues of Betty's called the helpline to complain, and Betty called as well.

Pat: HR has investigated this carefully. We have found these episodes with Bill are not common, but this is not the first. When we spoke with Bill, he said that he had to get the attention of people in his group that these kinds of losing results simply were unacceptable. That's why he chose a public discussion.

Jill: Well, Pat, what's your recommendation on this?

Pat: I think we should have Bill's manager counsel him that any public disparagement of an employee is inconsistent with the spirit in our vision statement.

Jill: That seems pretty mild to me. I mean, I think it's a pretty fundamental part of our culture and values not to beat up on our people in public in this company. Bill obviously doesn't get that. I mean, if we don't do something stronger, he's not going to believe that anyone truly cares about this.

Pat: Jill, I'm not sure that discipline is necessary here. I just think Bill needs a little coaching. And Jill, there's really another issue here. This isn't an ethical concern. This type of management style question is exactly the kind of thing HR should handle.

Agenda Item Three Script: Expense Reports
Running Time: 3 minutes, 1 seconds
VHS Start Position: 9:50

Facilitator: In this scene, we observe the Committee discussing an issue brought to its attention by Internal Audit. During an expense report review, auditors find that Steve Miller has submitted some questionable expenses. The auditors investigate and hear two rather different stories from Steve and his secretary, Susan, regarding the expenses. The scene is intended to encourage discussion about resolving a matter with ambiguous facts, the company's role in assessing motive, and determining appropriate disciplinary action when company policies are violated.

{Scene opens with Grant introducing agenda item three.}

Grant: Well, this next case didn't come from the helpline; it came through Internal Audit. I might mention that our system gives the same attention to a case derived through means other than the helpline as those that come in through the helpline. David, didn't your people discover this?

David: We certainly did, Grant. We have an excellent system to review all expense vouchers. We found that two people who flew out together returned at different times -- one on Friday night and one on Saturday. This looked very questionable, so we started to ask a few questions. What we found was that Steve Miller had volunteered to take a flight the next day to get the compensation for being bumped, but he charged the additional costs of his delayed return to the company.
{Scene cuts to videotape. Steve Miller begins to explain what happened.}

Steve: (very slowly, emphatically, and defensively) Let me explain what happened here. We were set to return on Friday evening. We got to the airport; the flight was overbooked. It's hard to get people to volunteer to miss a flight on Friday, and I finally agreed to do it for two round-trip domestic tickets. They also put me up in a hotel for the evening. When I got back, I gave all of my expense materials to my secretary, along with a dozen other things. Frankly, it didn't occur to me that my discretionary later return would cause her to seek reimbursement for some additional food per diem and some additional parking that I wouldn't have incurred if I had returned on Friday. Look, I'm not trying to cheat the company out of $35. That would be ridiculous. I just forgot to tell my secretary -- I didn't even think about it. It was an innocent oversight. I'll gladly repay $35, and I think that should be the end of it.
{The scene cuts to Susan, who tells her side of the story.}

Susan: I don't have much to add to Steve's explanation. There's only one thing. The expense form had the return as Saturday morning. Well, Steve knew I wouldn't have any reason for reducing his parking or per diem to end it Friday night unless he specifically told me to do it. And Steve goes over these forms closer than an IRS auditor would. Well, if he leaves a 50 cent tip at a parking garage, or a $1.00 toll -- it all gets listed. He never misses a thing. He really worries about getting every last dime that's owed to him. He goes over these vouchers with a fine toothed comb. It's a little hard for me to believe that Steve wasn't aware of all the costs on the form.
{Scene cuts back to the Committee.}

Jill: I am really uneasy about this. I mean, if someone had taken $35 worth of company supplies -- batteries or paper or whatever -- we would terminate the employee. Steve may have done something very similar, just a little slicker. And what about this whole idea of volunteering to get those tickets for his personal use. If he takes two round-trip trips -- that's worth more than $1000. I'm really uneasy about the whole thing.

Pat: But this is so hard to sort out. I could see where Steve is trying to clean up a lot of paperwork, handed in the supporting receipts for the trip, and simply forgot to highlight the adjustments that needed to be made. This could be nothing more than an incident of absent-mindedness. Certainly that shouldn't end a career.

Will: Yeah, but what about the secretary's comments regarding Steve's attentiveness to his expense accounts? I think an attentive person would have noted this. Wasn't he trying -- just maybe -- to be a little slick?

David: I'm pleased that we identified this discrepancy. But assessing motive -- that's a lot more difficult. I mean, we might want to be careful about evaluating this too harshly here. If a similar thing had happened with a submission to the government, we would probably be saying that it was a mistake.

Jill: Well, that's the division's take. They say that we should get the $35 back and forget it. I think it's too lenient. We need at least a written reprimand.

Agenda Item Four Script: Outside Political Activities
Running Time: 2 minutes, 40 seconds
VHS Start Position: 14:10

Facilitator: In this next scene, we learn that an employee's involvement in outside political activities could potentially alienate a Congressman who has assisted the company in the past. The episode is designed to encourage discussion about balancing the needs of the company with the interests and rights of its employees. Additionally, this agenda item is designed to consider issues that arise when applying provisions of the company's code of conduct both before and after incidents involving possible wrongdoing have occurred. For example, one question that may arise is what action should be taken when provisions of the company's code are conflicting?

{Scene opens with the Committee viewing a videotaped incident relating to agenda item four. A man is standing with his back slightly to the audience.}
This is Congressman Bill Homer. Congressman Homer is a young Republican member of the House of Representatives and a member of the House National Security Committee. It used to be called the Armed Services Committee. A woman is seated facing the audience. This is Linda, a senior government affairs representative for NSI. Both the Congressman and Linda are holding telephone receivers.

Congressman: (on telephone) Linda, Bill Homer here.

Linda: Well, Bill, it's great to hear from you. By the way, that was a wonderful campaign event last week. I think everyone actually had a good time, and what a great turnout.

Congressman: Oh, I couldn't be more pleased. And I really appreciate the support of the NSI PAC.

Linda: Bill, it's our pleasure.

Congressman: Linda, there's something that I wanted to mention to you, and we've worked together too long for me not to bring it up. My campaign people tell me that one of your young engineers in Fairfax is playing a major role in Tom Jenkins' campaign against me. I figured there must be some mistake. I mean everyone at NSI knows how much I have helped them -- I can't imagine everyone there not being enthusiastically supportive of me.

Linda: What's the name of the engineer?

Congressman: The name I was given was Darryl Royal. Now, I don't want to make a big deal about this, but this Royal is apparently the president of an activist neighborhood group, and he seems to carry a fair amount of weight. I just thought I would mention it to you, and you could check into it and straighten things out. This Royal apparently doesn't understand how close I've been to NSI.

Linda: Let me see what I can find out.
{The scene cuts to Darryl's supervisor, Bert, who is on the telephone with Linda.}

Linda: Bert, I just got a call from Congressman Bill Homer. I don't know if you are aware of this, but apparently one of your engineers -- a Darryl Royal -- may be politically active in Fairfax, and Homer thinks he's working energetically for his opponent. Bert, I don't know what's going on here, but Bill Homer has been one of our strongest supporters on the House National Security Committee. It's in the company's best interest for him to be around and to continue to be enthusiastic about our programs. Will you check into this?

Bert: Sure I will. Right away.
{The scene cuts to a meeting between Bert and Darryl in Bert's office, later that day.}

Bert: Darryl, this is a little awkward for me to bring up, but I had a call from the Washington office. They received a complaint from Congressman Homer that you've been working for his opponent in the fall campaign. Now, I don't know any of the details, but the Washington office tells me that Homer has done a great deal for the company, and they don't want to do anything to hurt the relationship.

Darryl: (somewhat indignant) Well, I certainly am working for Tom Jenkins. Tom and I went to high school together. He was president of our student body, he was an all-star quarterback at Northern Virginia, and he's already been elected to the County Council. He can run rings around Bill Homer. Homer is a dull, ultra-conservative guy with whom I disagree on everything. Now I am working hard for Tom Jenkins, and it's my personal business, and I don't think that NSI has any basis to question it or to ask me to do differently. In fact, I looked at our company code of conduct on this, and the code says that the company encourages its employees to become personally involved in civic and community activity.

Bert: Yeah, but Darryl, this type of thing could really hurt NSI. If Homer gets upset enough about this, he might not be as willing to participate in our programs as he has been. This is something discretionary you're doing, isn't it? Don't you think that your responsibilities towards NSI, to your colleagues, should come first?

Darryl: Bill, you know I knock myself out for this company. I can't believe that the values at NSI are going to let the company rob someone of their freedom of speech on their own time. Our corporate vision says that the company respects the dignity of all employees. Well, to me that means you don't try to interfere with my expressions of opinion as a private citizen. And anyway, talk about ethics. What kind of ethics is it for Bill Homer to try and muscle me by implicitly threatening my job situation? I think that if these company values have true meaning, someone will tell Congressman Homer that my conduct is fully appropriate, in the company's opinion.

Bert: I'll tell the Washington office what you said, but I'm not certain that this is going to be the end of the matter.
{Scene cuts back to Committee.}

Jill: Darryl has called me to discuss this entire situation. He wanted to get some clarification from our office as to our company values and what would be appropriate. The call came in late yesterday, and I wanted to get your guidance before doing anything further.

Grant: Well, this doesn't seem to me to be all that hard. We can't muzzle an employee who's simply politically active outside the workplace. Let's get Linda on the speaker phone and see if we can't get this whole thing settled.

Will: Well, I'm glad to hear you say that, Grant. I haven't done any legal research yet, but I just can see us defending some case for invading the First Amendment rights of an employee. I think that would be just great for our public image, and Congressman Homer will not be pleased to see his little antics a matter of public record.

Grant: (pretends to push something on a telephone and to dial) Linda, Grant Richmond here. Linda, I have you on the speaker phone, and we are in the middle of a Business Conduct Committee meeting. Darryl Royal has called the Corporate Ombudsman to bring to our attention questions being raised by Congressman Bill Homer and passed on to Darryl's boss by you. Linda, I know you're only doing your job, but we are inclined to think that it's not right to try and muzzle Royal. And the law department thinks we may be inviting a lawsuit.
{Linda joins the committee by telephone.}

Linda: Grant, I hear you. But you don't know Bill Homer. I don't think he was asking us what we would do -- I think he was telling us. You have no idea what this guy has done for us. He is our single strongest supporter on the National Security Committee. And he's excitable. If I go back to him with some high-minded speech about Darryl Royal's First Amendment rights, he'll hand me my head. And I don't even know what it might do to our program base. Grant, you are talking bottom line here. This is not a guy we can aggravate.

Jill: Linda, come on. Certainly, he can recognize that a big corporation can't control its people outside the office.

Linda: He won't recognize a thing. What does he know about a big corporation -- he's never had a job in the real world -- he's a career politician -- if you can call 10 years of running and holding an office a career. This guy has an ego that doesn't stop. In his world, you're loyal to your political friends. He's been our friend. I think we just have to tell Royal that he needs to back off. That's not unethical. He has no right to be out doing public things that hurt NSI. He's an NSI employee 24 hours a day, 365 days a year. I disagree with you on the ethics, but even if you had an argument, I have to tell you our ethics have just become too expensive.

Grant: We'll discuss it further and let you know what we think.

Agenda Item Five Script: Offering a Corporate Honorarium to a Journalist
Running Time: 2 minutes, 49 seconds
VHS Start Position: 22:10

Facilitator: The next issue for the Committee arises when Beth, a manager at NSI, offers Tom, a reporter for Business Week, an honorarium and expenses for speaking at the winter management meeting in Florida. The episode is designed to focus attention on the importance of knowing and understanding the code of conduct and policies of the companies with which you deal. As you listen to what happened, consider what could have been done to avoid this embarrassing situation for the company.
{Scene opens with Grant introducing agenda item five.}

Grant: This next situation is pretty embarrassing, but it started out so innocently. Here's the discussion that occurred between Beth, a corporate communications manager, and Tom, a reasonably well-known reporter for Business Week.
{Scene cuts to videotaped incident. Beth and Tom are seated facing one another.}

Beth: Tom, I've been meaning to discuss something with you. This would be a favor to us, but I think it's something you'd enjoy as well. Our senior management is meeting next February at the Ritz Carlton in Naples, Florida. One of the things they want to cover is creating a favorable image in the press. They have asked us to try and arrange for a speaker on this subject who's a journalism professional. We'd be pleased to offer an honorarium of $3000, and of course we provide first-class airfare and your hotel room. Do you think this is something you'd be able to help us out with?

Tom: Beth, I'm flattered. But, you know, I've never done this sort of thing. What happens when I have to do an article that relates to your business after this? Won't that be kind of awkward?

Beth: It won't be awkward for us. You do your job exactly the way you would have -- we're not looking for any special consideration. We're not trying to buy your good will. We're looking to provide a superb program for our senior management, and we think you'd contribute to that.

Tom: Well, but isn't the appearance awkward?

Beth: I don't think so. Didn't you see the Michael Kinsley article in The New Republic last year? Here's Mr. Liberal Democrat himself making a case that it's fine for journalists to accept private speaking fees--he doesn't even think the fees need to be disclosed. There are changing standards here. We're not asking you to do anything wrong.

Tom: Let me think about it.
{Scene cuts back to the Committee.}

Grant: Well, I have here a letter from the Managing Editor of Business Week. You all have a copy. Why don't you take a minute to read it? (letter complains about invitation) This is just great. We have the Managing Editor of the primary business weekly in the country who believes that our invitation was completely inappropriate. This raises two questions in my mind -- should we have known better, and what do we do now. Alan, can your ethics directors help with this one.

Jill: Well, I've drafted a response. Let's have them look at that to save time.

Agenda Item Six Script: Ethics Surveys
Running Time: 2 minutes, 2 seconds
VHS Start Position: 25:08

Facilitator: Surveys are often used by DII signatories to learn specific details about employee awareness of the company's compliance and ethics program, including company materials, training, and internal reporting procedures. Surveys are also used as a mechanism for asking more general questions, such as how employees view the ethical sensitivity of management. In this episode, the Committee discusses the results of an ethics survey that it sent out to the company's employees, and what action should be taken with regard to those results. This agenda item issue is designed to encourage discussion on the value of ethics surveys and other methods of determining the effectiveness of ethics and compliance programs. Additionally, discussion of this item should focus on the importance of corporate integrity when dealing with its employees.
{Scene opens with Grant introducing agenda item six.}

Grant: Now, the next issue on the agenda is a consideration of action on the recent ethics survey. Jill, could you please brief us on this?

Jill: Our ethics survey was actually very positive. It showed that people had the code, were trained, and were aware of the Ombudsman. But there was one question that bothered me. We asked: "How confident are you with the overall management ethics at NSI?" Of all the choices that were available, 42% chose the worst two categories -- not confident or somewhat confident. I mean, that means that only 58% are comfortable with management ethics. Frankly, this really shocked me, and I'm not sure what, if anything, we ought to do about it.

David: Jill, it's just a sign of the times. Everyone's unhappy with authority figures. Every survey shows there's no confidence in American institutions. Anyway, maybe people just want to embarrass management or strike out at them with their answers.

Pat: David's right. Whenever we do these employee attitude surveys in HR, we always get these strange results. I don't know why we asked such a touchy-feely question, anyway.

Jill: I don't think it's a satisfactory answer just to ignore this.

Grant: Well, we don't have time today to resolve it today. Let's put it on the agenda for the next meeting. By the way, we're not going to publicize these results, are we?

Jill: We said in the survey that we would.

Grant: Well, whose bright idea was that? Why didn't we wait until we got the results?

Jill: But, Grant, the results are pretty good.

Grant: Just great, except half the company thinks that I and my colleagues are sleazy. Don't publish a thing until the next meeting.

Agenda Item Seven Script: Use of the Title "Ombudsman"
Running Time: 2 minutes, 5 seconds
VHS Start Position: 27:18

Facilitator: DII signatories have a wide variety of ethics and compliance programs, and use a variety of titles for the managers involved. In this next episode, the Business Conduct Committee addresses the use of the title of "Ombudsman." The episode is designed to encourage discussion of the meaning of this term, as well as the role of the Ombudsman. More generally, this agenda item ideally will generate discussion as to the structure of the company's ethics and compliance program, the role of the various offices and personnel involved in the program, and the effectiveness of the program in meeting the needs of the company and the employees.
{Scene opens with Grant introducing seventh agenda item.}

Grant: Jill, would you please present this last issue?

Jill: The last issue on the agenda is the use of the term "Ombudsman." Frankly, this one bothers me, because I view an ombudsman as either a neutral party or even an employee advocate, but I don't think of our internal reporting system or my role as being either.

Pat: You could have fooled me. If you're not an employee advocate, I don't know what you are. I always feel like we're representing management and you're representing complainers.

Jill: Pat, that's not true. In fact, I view my role as trying to resolve these matters from the standpoint of sound company policy. Of course, we try to be fair to our employees in doing that.

David: Jill, does this really matter at all?

Jill: I think we need some truth in labeling.

Will: Frankly, Jill, most people can't pronounce or even spell "Ombudsman," and I am not even sure how many of our employees know enough about the Swedish government, where the concept arose, to know whether you are a legitimate ombudsman or not. Now on the other hand, the courts are starting to recognize a limited ombudsman privilege, and we certainly want o be in a position to fall within that. This privilege is one that protects communications with an ombudsman from being discovered in civil litigation. And I'm just worried that, if we change the name, we might be losing that privilege.

Grant: Well, there's another issue here. We've used this title for a while -- what will people think if we change it? And what's a better title? Ethics Officer? Business Conduct Officer?

David: Our surveys show that there is widespread recognition of the fact of an Ombudsman.

Pat: Well, I frankly think we should get rid of it. Many people think that the term "Ombudsman" was set up as a counterbalance to HR. It's like we don't care in HR about our employees, and that there needed to be this check on us. That's simply not fair. We don't like the title and we would prefer that it be changed.

{Trailer}

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