The original information bulletin was issued by the Bureau in
1997, and the updated version largely elaborates on the principles
set out in the original, but with some notable changes. In
particular, the revised bulletin has been expanded to include a
template compliance program, a template "certification
letter" for execution by employees following training, and a
"due diligence checklist" for senior management. Although
the revised bulletin has no legal effect and is not binding on the
Bureau, it provides businesses with guidance as to the elements of
a credible and effective corporate compliance program - which could
prove important in the Bureau's consideration of a
recommendation for leniency or alternative resolutions, should
prosecution under the Competition Act nonetheless become a
Like the original, the revised bulletin sets out five essential
components of any corporate compliance program:
senior management involvement and support;
corporate compliance policies and procedures;
training and education;
monitoring, auditing and reporting mechanisms; and
consistent disciplinary procedures and incentives.
The template compliance program framework contained in the
revised bulletin, as well as the employee certification letter and
the due diligence checklist for management may be used as
illustrative guides, but they should not be viewed as prescriptive.
These tools must be tailored to the user's particular situation
and resources. Businesses are encouraged to obtain independent
legal advice when developing a compliance program in order to
ensure that it is effective and to address compliance issues
specific to their business activities and industry.
As the revised bulletin notes, having a credible and effective
corporate compliance program can reduce the risk of contravening
the law and can also provide early warning of potentially
anti-competitive conduct. In respect of certain offences, a
business that has a credible and effective corporate compliance
program in place may be able to demonstrate that it took reasonable
steps to avoid non-compliance and to support a due diligence
Interestingly, trade associations are singled out in the revised
bulletin as being particularly able to benefit from the
implementation of a compliance policy, as they may be exposed to
greater risks of anti-competitive conduct by their members. The
revised bulletin advises that more information regarding trade
associations can be found in the Bureau's draft Information Bulletin on Trade
Associations, which was released for public comment the
The content of this article is intended to provide a general
guide to the subject matter. Specialist advice should be sought
about your specific circumstances.
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The Canadian Competition Bureau issued a template document for use as a form of Consent Agreement, to be filed with the Competition Tribunal to resolve concerns the Bureau may have with proposed mergers.
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