Principles of Federal Prosecution of Business Organizations: Memorandum to Heads of Department Components and US Attorneys from Paul J. McNulty, Deputy Attorney General on December 2006*
www.usdoj.gov/dag/speeches/2006/mcnulty_memo.pdf

Section VII. Charging a Corporation: Corporate Compliance Programs “Compliance programs are established by corporate management to prevent and to detect misconduct and to ensure that corporate activities are conducted in accordance with all applicable criminal and civil laws, regulations, and rules…
The Department has no formal guidelines for corporate compliance programs. The fundamental questions any prosecutor should ask are: ‘Is the corporation’s compliance program well designed?’ and ‘Does the corporation’s compliance program work?’…

In evaluating compliance programs, prosecutors may consider whether the corporation has established corporate governance mechanisms that can effectively detect and prevent misconduct. [e.g. Ethics Code and Ethics Hotline]… In addition, prosecutors should determine whether the corporation’s employees are adequately informed about the compliance program and are convinced of the corporation’s commitment to it. [e.g. Ethics Training and Ethics Awareness]…

This will enable the prosecutor to make an informed decision as to whether the corporation has adopted and implemented a truly effective compliance program that, when consistent with other federal law enforcement policies, may result in a decision to charge only the corporation’s employees and agents [thus protecting the organization itself].”

*As of August 2008, incorporated into the United States Attorneys’ Manual – see title 9 (Criminal), section 28.800 (Corporate Compliance Programs): www.justice.gov/usao/eousa/foia_reading_room/usam/index.html.