Strategic and legal responsibility in building an ethical culture.
By Maurício Ortega.
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Legale Overseas, no. 933.
The increasing regulatory complexity and the growing demands for transparency and integrity within organizations have elevated the role of the board of directors in the compliance structure. More than just a supervisory body, the board plays a strategic role in fostering an ethical culture and mitigating legal and reputational risks.
The exposure of corporate scandals in the media has shown that shortcomings in board oversight are not merely operational failures but triggers for large-scale crises. A lack of ethical alignment and rigorous risk monitoring can lead to financial losses, lawsuits, and significant damage to stakeholder trust.
This structural fragility is reflected in the responsibilities of board members, who have a fiduciary and legal duty to ensure the company’s compliance with laws, regulations, and internal policies. They are responsible for maintaining independence from executive management, ensuring effective internal controls, audits, and whistleblower channels, as well as overseeing the implementation of integrity policies and defining the strategic guidelines of the compliance program, aligning it with the organization’s long-term goals.
In addition to these responsibilities, the board may be held accountable for failures or omissions in supervising compliance practices, which can result in civil and even criminal liability — particularly in cases involving corruption, money laundering, or violations of labor and environmental laws. Therefore, preventive and investigative measures led by the legal department, in collaboration with the compliance function, are essential to the robustness of the program.
Thus, the board’s role in compliance goes far beyond a formal obligation. It is a strategic, legal, and ethical function that demands technical expertise, long-term vision, and a firm commitment to integrity. Building a culture of compliance starts at the top — and the board is the guardian of this mission.
At Vaz de Almeida Advogados, we support boards of directors in developing robust governance practices, focusing on strengthening internal controls and ensuring effective oversight. We assist in structuring processes that reinforce corporate integrity, mitigate risks, and foster safer, more ethical, and transparent business environments.
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