Effective Nov. 1, as a direct result of Sarbanes-Oxley’s mandate to the U.S. Sentencing Commission, public company directors and senior executives will assume significantly greater responsibilities to ensure the existence of effective corporate compliance and ethics programs.

The amended guidelines essentially set forth two overarching requirements: first, that corporate officers and directors exercise due diligence to prevent and detect criminal conduct; and second, that corporations promote “an organizational culture that encourages ethical conduct and a commitment to compliance with the law.”

This latter ‘tone at the top’ requirement begets both new and refined obligations corporate directors and officers will want ...