Imagine being recruited to take on the formidable task of building an ethics and compliance program from the ground up, and for a company whose operations are concentrated in some of the world’s highest-risk markets. Now imagine also having to do that under the watchful eye of a government-appointed compliance monitor.
Josh Drew doesn’t have to imagine it. He, along with his entire team, lived through it.
After five years at Hewlett-Packard Enterprise, Drew joined Amsterdam-based telecommunications company VimpelCom as associate general counsel of investigations in July 2016—a trying time in the company’s history, to say the least. Just five months earlier, VimpelCom’s wholly owned Uzbek subsidiary, Unitel, pleaded guilty, and VimpelCom entered into a three-year deferred prosecution agreement (DPA) with the Department of Justice for having engaged in a systemic and long-running corruption scheme in violation of the Foreign Corrupt Practices Act (FCPA). The company also was still feeling the sting from the consequential $795 million global foreign bribery settlement with U.S. and Dutch authorities.
Since that time, the company has significantly overhauled its governance structure, along with changing its name to VEON in March 2017. It was around this time of major upheaval that Drew was named acting group chief compliance officer, following the resignation of his predecessor just six months into the job and after the compliance monitorship’s heavy scrutiny had already begun.
All of this is to say that when Drew was offered the permanent post of group chief ethics and compliance officer in October 2017, it was not a decision to be taken lightly for both personal and professional reasons. “It was definitely a family decision,” Drew says of the job opportunity and having to move his family from the United States to Amsterdam. “My wife has a career, and we have three kids. So, we had to evaluate how this would work from all angles.”
Turns out, the family didn’t need much convincing. “For my wife’s job, we had done a short stint in Paris. The experience of living overseas was great for our family and whetted our appetite for more,” Drew says. “As a family, we were very excited to move to Amsterdam.”
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The more substantial challenge would be on a professional level: how to right the ship at VEON. The task at hand—monumental, to say the least—was to create and implement an effective global ethics and compliance program nearly from the ground up; to shift the cultural mindset of people from all across the organization and at all levels of the organization; and to do so under a very aggressive timetable, as set forth under the terms of the DPA.
Drew says he accepted this challenge with a sense of both excitement and humility. “I wanted to be the chief compliance officer, but I also understood the size of the challenge and that it was going to take a tremendous team effort if the company was going to succeed,” he says. “It was not going to be all about what I could do. It was really going to be much more about how I could help channel all the resources in the organization in the right direction to help the company succeed.”
In the following weeks and months, he would tackle that challenge head on. It is for those rebuilding efforts that he earned the distinction of winning Compliance Week’s first-ever Compliance Comeback of the Year Award.
Digging in on the comeback
Current and former colleagues credit the effortless way Drew took the helm, even in uncharted waters, and note that it’s not inconsequential that he wasn’t yet at the company when the settlement terms were negotiated. “He inherited them,” says Yvonne Hilst, ethics and compliance officer at VEON. “If he ever doubted himself, he never let it show. That’s a characteristic of a good leader.”
Drew says he was able to leverage his former experience at Hewlett-Packard in his role as vice president and associate general counsel. “Hewlett-Packard had also gone through an FCPA investigation, settlement, and post-settlement reporting obligations. So, I had a skillset that was transferable to VEON and what the company needed,” he says.
The hallmarks of an effective compliance program are virtually the same from one company to the next, adds Drew, who was also a former trial attorney in the Fraud Section of the Justice Department’s Criminal Division. “It’s not rocket science. You need to make a work plan and start executing on it, and that was a very high priority [at VEON] from the start.”
Drew says the first step in that process was “to make sure I understood the state of play with the existing compliance program and have a full understanding of the problems and historical compliance failures that had led the company to that point.” No company that is under a DPA has a compliance program that can continue operating in the same way it has been historically, he says. “VEON was no exception.”
“There was a lot of work to be done, for sure,” Hilst says of the compliance program when she joined VEON in September 2017. “It needed to change and improve basically everything. In the first three months that I was with the company, we had to either revise or introduce more than 20 compliance governance documents, including the Code of Conduct.”
A team effort
Drew understood that engagement and commitment from the board and senior leadership would be an essential part of VEON’s compliance comeback. “I spent quite a bit of time with our board, with our audit and risk committee, with the senior management team, to make sure they were fully engaged and that they were prepared to play their critical role as champions of the compliance program,” he says.
“I wanted to be the chief compliance officer, but I also understood the size of the challenge and that it was going to take a tremendous team effort if the company was going to succeed. It was not going to be all about what I could do. It was really going to be much more about how I could help channel all the resources in the organization in the right direction to help the company succeed.”
Joshua Drew, Group Chief Ethics and Compliance Officer, VEON
Drew also focused on building not only a bigger compliance team, but the right compliance team, “making sure that we had the right skills, that we had the right people in the right roles to do the job—all of those areas needed prompt attention,” he says. That required recruiting and hiring new talent, seeking those who had direct experience in the field, embedded within VEON’s operating companies.
Under his leadership, the compliance function grew from a small team of four to a team of over 100, made up of ethics and compliance professionals with diverse backgrounds from all over the world, including places like Uzbekistan and Russia. “It really is a testament to what he was able to achieve, to do exactly what he said, which is to create a structure that just didn’t exist before,” says Alison Howell, who headed VEON’s Monitor Liaison Office, responsible for developing the monitoring and testing program to assess the effectiveness of the ethics and compliance program.
Fundamental to Drew’s success is his unwavering integrity. “Josh is a person of outstanding personal integrity, such that he embodies the values that underlie an effective compliance program,” says Mark Rochon, a member of law firm Miller & Chevalier who, together with Tom Firestone at Baker McKenzie, served as VEON’s outside counsel.
“He is a person who always does exactly what he says he is going to do, and that steadiness is an essential part of why he is such a good leader,” Rochon adds. “He worked throughout the organization to instill necessary change, and he did so through building a good team and using teamwork in bringing about that change.”
And colleagues appreciated that Drew was not a yes-man type of leader. “He really considered the views of everyone, right down to the most junior person on the team,” Howell says.
That’s how he is as a person both inside and outside the walls of the company. “If he had his team flying economy, he would decline his business-class seat, which he was entitled to as an executive, and instead would sit with his team,” says Pat Garcia, then-group chief compliance officer at VEON and Drew’s No. 2 deputy during the company’s three-year DPA. “More important than any leadership skill is genuine caring for others. He is a person dedicated to his family and loyal to his friends. He is a good person. Josh is not a politician. What you see is what you get.”
“Another great leadership quality is that he would let his leaders lead,” Garcia adds. “He allowed me to manage my global responsibilities without being a micro-manager.”
That level of trust filtered into the compliance team’s relationship with the monitor as well. “Josh trusted his direct reports to have an open and transparent dialogue directly with the monitor team itself, so communication didn’t necessarily have to be filtered through Josh or Alison,” Hilst says. He also set the tone from the beginning that dialogue between the company and the monitor wouldn’t be filtered through outside counsel, which also helped create greater transparency, she says.
“We really had to make sure that the relationship and engagement with U.S. enforcement authorities was on solid footing, that we had a clear line of communication, that we were doing what we needed to do,” Drew says. “You have to develop an effective, collaborative relationship with your monitor or you’re just not going to be successful as a company getting through your post-settlement period.”
Facilitating interactions between the monitor, senior management, and the board to ensure those meetings were productive was also important. “It was really important to communicate openly and be responsive with the monitor and at the same time establish myself as a credible and trusted adviser for the board, for the executive team, and sort of lead them through the process so that the monitor was getting what he needed and we were on good footing to be successful.”
“We understood from the outset that if we tried to drive change as a mandate from compliance that we would not be successful,” Drew says. Thus, it was critical that all leaders throughout the business were on board with what the company was trying to do and could effectively articulate the need for compliance and the need for strong internal controls.
“Josh is not a politician. What you see is what you get.”
Pat Garcia, Drew’s No. 2 deputy during three-year DPA
During the term of the DPA and compliance monitorship, VEON underwent several changes to its senior leadership team, including the appointment of a new chief executive officer, chief financial officer, and board chairman. But colleagues say Drew managed these changes and various relationships with ease, keeping the compliance program’s development and implementation on track. “He was particularly effective in his work with the board and involving them in the company’s compliance transformation, which was essential to success,” Rochon says.
Another key focus was shifting the culture—moving people away from thinking about compliance to thinking about ethics and compliance. “There is a real art to implementing change in a way that it will stick, in a way that it will become embedded into the culture of the company, and that is what we had to do,” Drew says.
Ultimately, VEON rebranded its function from compliance to ethics and compliance and incorporated “much more content on integrity and values and the importance of ethical decision-making in our communications and into our training,” Drew says. “It is absolutely the wrong approach to try to have a rule that covers every scenario.”
Employees won’t always find themselves in situations that are covered by a specific policy, procedure, or rule that tells them what they’re supposed to do. “In those circumstances, they need to use other resources and their own judgment to decide what is the best approach,” Drew adds.
In large part due to Drew’s leadership, the monitor certified to the effectiveness of the company’s anti-corruption compliance program late last year, and the Justice Department dismissed VEON’s DPA right on time.
Compliance and coronavirus
Any time a company faces great challenges, stress, and difficulty, it’s an opportunity for compliance professionals to demonstrate their value and leadership in the organization, Drew says. Especially with the coronavirus pandemic, the biggest challenge for VEON’s ethics and compliance team has been “to go cold turkey and not travel at all,” he says. “A lot of the value we bring, especially the headquarters team, is being able to travel to our operating companies, to meet with local leaders, to have town hall type of events, to deliver training, to meet with the local ethics and compliance team. It’s been a big adjustment to have to do all of that virtually and not lose effectiveness.”
But at the same time, Drew says he believes the pandemic will elevate the compliance function. Effective compliance teams change and adapt to the business, “and certainly businesses of all sizes and types are going to have to do that post-pandemic,” he says.
In all respects, those who know Drew say he leads by example. “He would remind us about his three rules for doing great work and what his expectations were of us and his team: Be accountable. Be a problem solver. And innovate,” Hilst says. “He also reminded us to have fun.”
“That approach is as applicable now as it was pre-pandemic,” Drew concludes. “If compliance professionals can do those things, they will be effective in their role, and they’ll provide what the company needs, when it needs it most.”