Karen Berky
Chief Compliance Officer
© Cade Martin
Conservation, Stewardship and Ethics
A Conversation with Karen Berky, Chief Compliance Officer
Why was your new job created?
The Conservancy is a large, very decentralized organization. Word-of-mouth and one-on-one communication about values and procedures aren’t sufficient anymore. In the aftermath of significant media scrutiny in 2003, followed by an inquiry from the Senate Finance Committee and an IRS audit in 2004, we recognized that it was time to formalize our values, expectations, policies and procedures. Creating my job — chief compliance officer — was part of this process. The creation of this new post is not an indication that we weren’t doing many things right in the past; most of the time, we were. But an organization of the Conservancy’s size and scope needs to pay close attention to consistency and to external expectations. Doing great work isn’t enough. We have to make sure that we’re working in the right way, using our resources economically. And we need to let people see that we’re acting legally and with the highest integrity as well.
What are your responsibilities?
First and foremost, my job is about training. Compliance shouldn’t be a hindrance. I want people at the Conservancy to see me and our Ethics Program — including our policies and procedures — as a resource that helps them perform their job better and more efficiently. The second part of my job is to help our managers ensure that we are in compliance with our own policies and procedures as well as with the law. I’m working with managers and the Board of Directors to put systems in place, complete training and provide a place to go for guidance on tough calls.
You’ve held a number of different posts in the Conservancy. What first led you to the Conservancy, and how have your positions at the Conservancy prepared you for this job?
I worked as an attorney and on Capitol Hill for many years, but I wanted to use my legal and government relations background to serve the environment. The more I learned about the Conservancy, the clearer it became that this organization was doing important work and performing it in a way that fit me, philosophically and personally. Working in many areas at the Conservancy has been a great way to get to know people in the state and country programs as well as the Worldwide Office. I also had the opportunity to work with many of our corporate, industry and government partners, looking at their global practices As part of that experience, I spent time trying to understand the various parts of our business and programs and working with people both inside and outside of the Conservancy to identify best practices and policies that we could adopt. My philosophy is to keep our policies and procedures to a minimum — if there are five or six good ways to get something done, I think our managers should have the flexibility to do it in a way that best fits their circumstances. On the other hand, if there is really a “best” way of doing something and we could run into legal, financial or ethical issues doing it other than in the “best” way, I think a policy or procedure is in order. Putting together the Conservancy’s Policy and Procedures Manual was great preparation for my current job.
Nonprofit organizations are coming under increased scrutiny from the public, from the media, from regulators. Has the Conservancy changed its practices or policies in response?
We’ve made some changes, most having to do with our realization that, many times, perception is reality. For example, we’ve changed our conflict of interest policy to look more closely at relationships with major donors and trustees because we understand that if it looks as if there’s a conflict — whether or not there really is — we’ve already lost the argument. I think the Conservancy has matured as an organization. We’re doing such important work, and the Conservancy that’s the world we live in. We have to be transparent so that anyone can understand what we’re doing from a conservation, stewardship and ethical point of view.
What is your role in governance at the Conservancy?
Governance is a responsibility shared by everyone in our organization. I report directly to the Board of Directors, and my job requires me to work closely with senior management to identify and correct problems. But if, for some reason, management isn’t listening to the board, I’m obliged to let the board know. I see myself as someone who monitors, advises and trains, who makes sure the right things happen. I work closely with our internal auditors, who focus on finance. We have a “whistleblower” line, and I’ll work with whoever is appropriate — audit, human resources, legal — to investigate reported issues. If the same issues come up again and again, that probably means we need more training or we need to clarify or develop a new procedure.
What are the key compliance indicators for a nonprofit organization?
Compliance is a fairly new function at many nonprofits, so we’re all learning from each other as we look at things like conflict of interest. In the past, a conflict would go directly to the general counsel. Now the Conservancy has a conflicts committee that meets twice a week and includes officer, our general counsel and me. That group helps resolve the conflict and also uses it as an opportunity to learn more about where additional training is needed. If a conflict involves the Board of Directors, the conflicts committee looks at it and makes a recommendation to the full board. Often, the remedy for a conflict isn’t just saying “no.” We may say, “Go ahead, but with full disclosure.” I also sit on the Risk Assessment Committee, which reviews proposed transactions that involve difficult or complex issues. We examine each transaction from every perspective — considering whether it’s the right thing to do and identifying contingencies.
What’s the most satisfying part of your job, and what do you want to accomplish over the next year?
What satisfies me most is believing that I can help take the lessons of the past 18 months — our experiences with the media, the Senate Finance Committee inquiry and the IRS — and move us forward. We’re translating what we learned into policies, procedures and training. If I’m successful, people will see what we’re doing as an opportunity to do conservation better and in a way that’s above reproach. Over the next year, I have one very focused goal: training — for the staff, the trustees and the Board of Directors.
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