Board Culture CPR

ethics

Ethics Board Culture CPR


Published: November 3, 2021

Read Time: 5 minutes

680 board culture

Long ago, in a land far away, there was a corporate board with members alive with passion, respected by their peers, easily engaging with senior management, and receiving accolades from general staff. Meetings started and ended on time, agendas were adhered to, and meeting minutes were accurate. The ambiance from the top down was warm and colleagial, and whistleblowers were praised and rewarded for their candor.

Does this sound like fantasy land? It doesn’t have to be a fantasy. How many of the above features are present in your board life? If the number is low, have you paused and reflected why? Do you even have the data about the health of your board?

Revitalising a board can involve several steps:

1) Get out of the boardroom: Boards set the corporate tone of an organisation but unless their ‘boots’ are on the ground occasionally, they are setting the tone through a megaphone – sending directives into corporate airspace. Directives themselves are words, static text on paper or digital particles. Board members are people, and people are the human element which operationalises corporate values. Board members are meant to be the living examples of ethical behaviour across the defined values of the organisation (e.g., integrity, compassion, teamwork, quality). Is there visible alignment at your organisation?

Boots on the ground board members are those who are engaging with the staff of their organisation at all levels: communal lunches, moderating professional development sessions, participating in volunteer days, participating in organisational town hall meetings, being ethically tangible with employees. If your shoes are still shiny, you’ve not been in the trenches with the staff. The board megaphone will never go away, nor should it; but board members need to regularly don the team uniform, whether it be overalls, steel toe shoes, or a T-shirt and trainers and engage with the crew.

2) Take the pulse: Boards should know the “health” of their organisation beyond its finances. Is it a toxic workplace? Is there a culture of fear? Does profit usurp ethics when staff make decisions? The board should know the answers to these questions, and also the reasons for their “health status”. If the board doesn’t know this information, they are like a surgeon wearing a blindfold during surgery – going through the motions, but not seeing what needs attention.

Boards can take the pulse of their organisation in several ways, one of which is implementing, resourcing, and monitoring a robust whistleblower management system (WMS).1 These systems provide a channel for employees (current and former) to report their concerns about misconduct and unethical behaviour, with the trust that the organisation will listen and respond with meaningful corrective action. The board should be informed of the performance of the WMS on a periodic basis, looking for trends, and ensuring the WMS is optimised to protect and support whistleblowers, and investigations are thorough and fair.

Boards can also sponsor and promote organisational surveys which anonymously query staff about corporate culture (attitudes, beliefs, values) and climate (behaviour), identifying areas of strength and weakness.2 If employees indicate they lack trust in the board or have ethical concerns about board conflict of interest, for example, steps can be taken to explore perceptions and re-earn stakeholder trust.

Boards are rightly focused on governance, but ethical values and behaviour are foundational to governance – not the other way ‘round. Backwards governance considers ethics an afterthought, rather than a corporate strength. Just as humans need oxygen, boards need ethics. Trust from stakeholders is not automatic, it is earned by trustworthy behaviour.

3) Conflict of Interest (COI) Management: Boards can be the focus of embarrassment when a Member with undisclosed or otherwise poorly managed COI is implicated in the public arena. This breach of trust can go viral across the organisation, yet COI dilemmas such as this are often preventable. A board which implements and adheres to COI policies and procedures will build ethical robustness in its dealings, as well as its external perception. Members should perform an annual COI disclosure, as well as routine disclosures in the setting of corporate voting.3

4) Training and Mentoring for Board Members: New board members sometimes receive no training regarding their role and responsibilities, and this can lead to misunderstandings and difficult meetings. As a board member, senior executives step into a new role of governance (from their management role) and onboarding and mentoring help to build confidence, as well as identify areas for skill enhancement.4 Onboarding and training can be tailored to a board member’s prior experience and the work setting (in person, virtual).5 The results can help optimise board discussions and negotiations. Mentors can be found on the current board, as well as through external professional societies.6

There are many components to fostering healthy board culture, however these four critical steps should be part of every board, whether new or longstanding, for-profit or non-profit. Each is a step of organisational ethics, and each pairs with essential concepts in governance leadership. Breathe life into your board by adding these steps to your regimen, and the fantasy of a robust board culture can become a reality. This can have broad-reaching impact in overall corporate culture and workplace behaviour.


This article was first published in the Better Boards Conference magazine, August 2021


  1. ISO37002 Whistleblowing Management Systems Guideline, available at https://committee.iso.org/sites/tc309/home/projects/ongoing/ongoing-2.html ↩︎

  2. Weber J. Institutionalizing ethics into business organizations: A model and research agenda. Business Ethics Quarterly. 1993 Oct 1:419-36. ↩︎

  3. Arnwine DL. Effective Governance: The Roles and Responsibilities of Board Members. Baylor University Medical Center Proceedings; 2002;15:1, 19-22. ↩︎

  4. Levinson J, Hodgdon S, Rasmussen NP. All Aboard! Facing the Challenges of Recruiting and Onboarding Directors, ACC DOCKET (October 2018), https://www.accdigitaldocket.com/accdocket/october_2018/MobilePagedArticle.action?articleId=1427564#articleId1427564 ↩︎

  5. Oranburg S, Benjamin K. Online Onboarding: Corporate Governance Training in the COVID-19 Era (July 12, 2020). Duquesne University School of Law Research Paper No. 2020-09, Arizona State University Corporate and Business Law Journal, Available at SSRN: https://ssrn.com/abstract=3648687 or http://dx.doi.org/10.2139/ssrn.3648687 ↩︎

  6. Australian Institute of Company Directors. https://aicd.companydirectors.com.au/ ↩︎

Section title

Head of Advisory & Training
Your Call/Clarity Ethics
About

Katrina Bramstedt is an ethicist with 20 years’ experience across several sectors including healthcare, education, and biotechnology. She obtained her PhD from Monash University and completed a Fellowship in ethics at UCLA. She holds the role of adjunct Professor at Bond University. Prior, she was the Chief Executive of the Luxembourg Agency for Research Integrity and the Sr Ethics Officer at Philips.

She’s held Board positions at Megeno and the Luxembourg Centre for Systems Biomedicine. She brings a vast skill set across ethics, professionalism, auditing, investigations, whistleblowing, training, coaching, and consulting.

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