Bulletin on Corporate Compliance Programs

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Preface

This Bulletin provides the Competition Bureau's views about corporate compliance programs designed to ensure compliance with the Competition Act, the Consumer Packaging and Labelling Act, the Textile Labelling Act and the Precious Metals Marking Act ("Acts"). The Competition Bureau is an independent law enforcement agency. We contribute to the prosperity of Canadians by protecting and promoting competitive markets and enabling consumer choice.

The purpose of this Bulletin is to provide guidance on measures that businesses¹ should consider in order to prevent or minimize their risk of contravening the Acts, and to detect contraventions, should they occur. The Bulletin also provides tools to help Canadian businesses develop their own compliance program. For example, a Framework which ties together the essential components of a credible and effective program has been included with this publication as an appendix.²

Implementing a program is not required by the Acts, but can, in certain circumstances, be ordered by a court³. Businesses must nonetheless take a pro-active approach when promoting compliance. All businesses should recognize the value of a well-designed, credible and effective program. This Bulletin outlines the essential components of such a program. To be credible, a program must demonstrate the company's commitment to conducting business in conformity with the law. To be effective, it needs to inform employees about their legal duties, the need for compliance with internal policies and procedures and the potential costs, actual and opportunity (i.e. the cost of not complying with the law), of contravening the law and the harm it may cause to the Canadian economy.

A good corporate compliance program helps to identify the boundaries of permissible conduct, as well as identify situations where it would be advisable to seek legal advice. Knowing the limits of illegal conduct can free a company and its employees to pursue innovative and profitable business practices. Moreover, courts have recognised a credible and effective compliance program to be a mitigating factor when assessing remedies in the event of a breach. Consequently, the Bureau continues to seek or recommend, whenever appropriate, compliance program clauses when seeking court orders or consent agreements.

The Bureau recognizes that certain businesses may already have a program in place and encourages them to take the opportunity to ensure that the essential components highlighted in this Bulletin are reflected in their program.

Although the Bureau will not sanction or approve such programs, it may, in certain circumstances, provide advice and guidance in developing an acceptable program. The goal of the Competition Bureau's work in the area of in-house compliance programs is to contribute to a business culture of respect for, and compliance with, the Acts.

Sheridan Scott
Commissioner of Competition

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¹ For the purposes of this Bulletin, the terms "business" and "company" are used interchangeably and include all forms of business organization, whether or not incorporated.

² See Appendix A - Corporate Compliance Program Framework and Appendix D - Selected Bureau Publications and Multimedia Tools.

³ For the purposes of this Bulletin, the term "court(s)" includes the Competition Tribunal.