In the wake of each corporate scandal, a series of key questions always get asked: “Where was the board? What did it know and what should it have known? What did it do, and should it have done? Was it prepared and will it be prepared next time?”
LRN’s recent study, “Tone from the Very Top: Board Oversight of Ethics and Compliance,” contains deep insight on why those questions get asked, because, overall, boards are not doing an adequate or effective job of E&C oversight: they don’t spend enough time, go into enough depth, have or require a long term strategy or meaningful metrics; they don’t signal that E&C is a priority; they fail to hold senior management accountable for misconduct and fail to go deep on the drivers of misconduct and the drivers of company culture; they fail to have meaningful relationship with CECOs; and they are poorly trained in how to conduct effective oversight of E&C. While we found pockets of excellence, the majority of companies in our study simply didn’t measure up.
In a wide-ranging, hour-long discussion over five separate podcasts, Tom Fox (the Compliance Evangelist) interviewed LRN Special Advisor David Greenberg (who sits on the board of an NYSE company and chairs its Corporate Governance Committee) dive deep on the topic of boards of directors and their relationship to company ethics and compliance. The discussion took off from the findings of LRN’s study and from our recommendations for putting board oversight of E&C on a firmer, more strategic foundation, summarized in “Board Oversight: Twelve Steps to Operationalize Tone at the Very Top.”
The podcast series, titled “Across the Board” goes in depth on all the critical topics related to board oversight of E&C, from the context and background of how we got to the current state of poor oversight to why boards lack understanding of E&C and a strategic roadmap for oversight; from the issues of not enough time, attention and depth, to the metrics we use and why they are the wrong ones; to how boards need to hold senior management accountable; and to the road ahead to a future of strong board oversight.
Here are the five episodes, each of which is approximately 12 minutes in length.
Episode 1: An Introduction to Board Oversight
- The role of the board
- Legal and regulatory requirements and expectations
- The disconnect between boards and E&C
Episode 2: Boards Lack of Understanding of E&C and the Absence of a Game Plan for Oversight
- Why boards don’t understand E&C
- Why they lack a game plan for E&C oversight
- Why does board oversight tend to look backward rather than forward
- Why boards fail to pay real attention to E&C or give it adequate time and focus
- Why boards don’t ask the right questions
- Why boards fail to have a meaningful relationship with CECOs
Episode 4: Metrics and Senior Management
- Why boards focus on the wrong metrics for E&C
- Why boards fail to send the right signal to senior management or hold them accountable
- Why boards fail to treat CECOs as part of senior management
The right questions to ask to help boards transform oversight and make it genuinely effective
Specific recommendations to strengthen board oversight