The Competition Bureau (the "Bureau") recently released its Corporate Compliance Programs Bulletin (the "Bulletin"). The goal of the Bulletin is to provide guidance to businesses regarding how to implement a credible and effective compliance program that is tailored to the potential compliance risks relevant to their operations..Importantly, the Bulletin recognizes that SMEs may have fewer internal resources and that a company’s compliance program should be commensurate with their size and business activities.
The Bulletin includes (i) measures that can be taken to detect and minimize the risk of engaging in illegal anti-competitive activities; (ii) tools for developing compliance programs; and (iii) hypothetical case studies illustrating how it will consider the credibility and effectiveness of a company’s compliance program.
Additionally, the Bulletin discusses how the Bureau will consider whether a company’s compliance program should be viewed as a mitigating factor when making recommendations to the Public Prosecution Service of Canada regarding criminal sanctions, as well as seeking civil remedies such as administrative monetary penalties ("AMPs") or restitution orders.
The Bulletin indicates that the Bureau will create a "Compliance Unit" within the Bureau that will be responsible for reviewing the credibility and effectiveness of a business’ compliance program.
The Bulletin provides an overview of the basic requirements for a credible and effective compliance program which include:Management commitment and support; Risk-based corporate compliance assessment; Corporate compliance policies and procedures; Training and education; Monitoring, verification, and reporting mechanisms; Consistent disciplinary procedures and incentives for compliance; and Compliance program evaluation.
The Bulletin includes several tools for businesses, including a compliance program framework, a due diligence checklist and several hypothetical case examples of compliance issues. It is anticipated that further compliance tools will be made available/revised on the Bureau’s website in the future.
The Bulletin is another example of the Bureau’s emphasis on encouraging companies to implement appropriate compliance measures and that the best way to ensure a competitive economy is through prevention, rather than enforcement.
While every company needs to ensure that their competition law compliance measures reflect their business activities and risk profile, the Bulletin provides a helpful roadmap for developing and implementing an effective compliance program. For businesses who already have a compliance program in place, the Bulletin provides a good opportunity to reassess whether it remains effective – and refresh it if needed.