* By Carolina Marzano
Weaknesses in corporate governance structures have become, in recent years, one of the main corporate risk factors. This is not just about the absence of formal controls, but about the gap between what is written in internal policies and codes and what actually guides decision-making. This inconsistency creates fertile ground for ethical lapses, operational deviations, and, above all, for holding accountable professionals whose role is precisely to mitigate risks: compliance specialists.
The uncomfortable truth is that many organizations still treat governance as a decorative element, to meet regulatory requirements or market expectations, but without real integration with the business strategy. Ineffective committee models, weak boards, lack of accountability, and flawed whistleblowing channels create a scenario in which, although compliance is called upon to act, it often lacks the necessary conditions to perform its function adequately.
This organizational vulnerability has a direct impact on the legal responsibility of the compliance professional. Unlike administrators and board members, whose accountability is already widely discussed, the compliance officer remains in a gray area between technical and legal responsibility. Even though they are not the ones executing the activities, they are held accountable for failing to identify, alert to, or control risks that would be foreseeable with stronger governance.
In the context of corporate crises, investigations, or significant legal incidents, there is a growing temptation to assign compliance the role of "last gatekeeper," as if it were solely responsible for preventing failures stemming from systemic gaps within the company itself. However, when governance is weak—whether due to a lack of autonomy, resources, formal reporting channels, or institutional support—the professional's legal responsibility cannot be analyzed in isolation. Due diligence must be evaluated: what they saw, what they should have seen, what they warned about, and how they recorded their recommendations.
This is why documentation, independence, and access to senior management have become essential elements, not only of good practices but also of legal security. A compliance officer whose recommendations are ignored or suppressed, but who maintains clear and consistent records, demonstrates diligence. On the other hand, the absence of documentation leaves room for interpretations that can result in unfair liability.
The problem worsens when the internal culture reinforces silence or discourages dissent. Governance is not just structure: it's behavior. Companies that avoid difficult conversations, normalize exceptions, or downplay risks create an environment where violations become predictable—and where compliance is only triggered when the problem has already materialized.
Thus, discussing legal responsibility without discussing governance is only addressing half the problem. Legal and regulatory evolution clearly recognizes that compliance professionals must act with diligence, independence, and technical expertise. Simultaneously, it acknowledges that they cannot be held responsible for failures stemming from the organizational structure itself, especially when they lack the necessary tools to act effectively.
Ultimately, companies with weak governance not only increase their risks but also unfairly expose those who work to mitigate them. Strengthening governance, therefore, means protecting the company, its stakeholders, and the compliance professional themselves—whose role is essential, but not miraculous.
Carolina Marzano is the Chief Compliance Officer of the Brazilian Association of Software Companies (ABES).
Notice: The opinion presented in this article is the responsibility of its author and not of ABES - Brazilian Association of Software Companies
Article originally published on the GUIA DO PC website: https://www.guiadopc.com.br/artigos/55847/vulnerabilidades-de-governanca-e-a-responsabilidade-do-compliance.html
