Today, Startups @ McMillan gave a lunch and learn presentation to members of the Vancouver WeWork office. The presentation, “CEMs, CRTC and CASL – a plain English chat on how to stay compliant with CASL”, was- as you could guess- an information session and Q&A period about real-world compliance with Canada’s Anti-Spam legislation. In case you’re interested in learning more about this topic, check out our posts, and our top 5 tips (below) for CASL compliance!
Top Tips to stay CASL Compliant:
- Be honest and transparent in all communications.
- Before you send a message with a commercial purpose, have consent, disclose sender information, and provide an unsubscribe function.
- Train staff and contractors and audit them. Implement penalties and enforce the policies for failure to comply.
- Fines are hefty, so set company-wide policies carefully to be tailored to what you are actually doing to comply with CASL and what you’re doing to fix situations where you may fall out of compliance.
- Keep an up-to-date record of consents and of emails sent (or forms sent for any mass mailings). Try to keep mass mailings down. Recipients don’t appreciate filling their inbox without a value-add anyways.
Corporate governance is a hot topic these days. Though at the startup stage, your company may not be subject to the same extensive corporate governance rules as a large public company, it’s important to never lose sight of how important a healthy culture is to good corporate governance.
All too often, companies tackle corporate governance by drowning themselves in checklists and policies and processes. This can be especially true for founders at an early stage as it’s hard to find time to dedicate thought to intangibles like culture. The challenge that results from focusing too much on tick the box compliance is this approach can be mistaken for good corporate governance. The foundation to good corporate governance, and the underpinning of any good policy and procedure, is a healthy culture. This becomes increasingly important for businesses that are on a rapid growth trajectory. Just ask Uber or its former CEO.
To protect your budding business from exposure to loss of business or shaken investor confidence as it grows, we suggest never losing sight of the following:
- Don’t bank on rules-based compliance, it is not effective on its own.
- Create clear lines of authority and structure, and openness to challenge at every level. Practically, this means an open-door policy and/or whistle-blower policy where toxic behaviour can be reported and there is a legitimate follow-up process to deal with complaints.
- Don’t apply a different code of conduct for your top performers. Money-makers can be a big liability in the long-run if they aren’t reigned in.
- Each director on the board should keep a direct line of communication open with management and staff at the operational level (including entry level employees).
- Unplanned site visits should be conducted by the Board on an ongoing basis.
- Compensation and other rewards should not be tied, at least not wholly-tied, to short-term financial targets.
If founders keep the above in mind as they get their business started, it will assist in developing a healthy culture right from the beginning. Red flags should be treated as warning signs of a flawed culture which will negatively impact corporate governance.
The future of a startup can sometimes involve an initial public offering (IPO) as a potential exit strategy for its founders. If a startup ends up going public, it will become subject to more stringent corporate governance requirements including, among other things: auditor oversight; certification requirements for financials and internal controls; disclosure requirements on the independence of directors, female representation on the board, continuing education for directors and releasing the written mandate of the board. For public companies, a healthy culture remains a key component of good corporate governance. Fostering a healthy culture from the outset is a much easier process than trying to fix an unhealthy culture later, so start early and save yourself, and your business, the struggle (and potential exposure) down the line.
Leila Rafi and Michael E. Reid