Jay Baris

It's been over a year since the new compliance rules took effect and most boards have established a point of contact for the chief compliance officer, whether it's an individual director, a committee or the entire board. "Depending on the size of the board it could be cumbersome to have the CCO report every detail to the entire board," explained Jay Baris, a partner with Kramer Levin Naftalis & Frankel. Some smaller boards are having the whole board meet with the CCO while others have appointed individuals such as the audit committee chair, independent chair and even the board's vice chair. Paul Dykstra, a partner with Bell Boyd & Lloyd, is seeing this occur frequently. "It varies depending on the board and the composition but in every case there is an expressed line of reporting responsibility to a particular member, committee or the full board itself," he said.

There is no single factor in determining who should serve as the CCO liaison. "Boards have to do what works best for them and you have to be concerned that you don't overwork the trustees," Baris said. "It may make sense to divide the heavy lifting among committees so that no one director is burdened with the details of every aspect of the board's responsibilities."

Bob Carlson, a partner with Paul, Hastings, Janofsky & Walker, has seen two ways in which boards have handled quarterly reports from the CCO. In one case the report is made to the full board, usually in an executive session with the independent directors. In the other, the report is made to the audit committee first and then again in executive session with the independent members of the board. "It seems to me either one is perfectly appropriate," Carlson said, adding this would also be appropriate for the annual report but it is likely the initial annual report will be presented to the entire board and then later discussed in an executive session.