Directors as Guardians of Compliance and Ethics Within the Corporate Citadel

Directors as Guardians of Compliance and Ethics Within the Corporate Citadel: What the Policy Community Should Know

Michael D. Greenberg
Copyright Date: 2010
Published by: RAND Corporation
Pages: 74
https://www.jstor.org/stable/10.7249/cf277cceg
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  • Book Info
    Directors as Guardians of Compliance and Ethics Within the Corporate Citadel
    Book Description:

    RAND convened a symposium on the perspective and role of corporate boards of directors in overseeing their firms' ethics and compliance matters. These conference proceedings summarize the event and the discussions, which focused on oversight challenges that directors face, board responsibility for corporate culture, and steps that business leaders and policymakers might take to better encourage and empower directors in their oversight role.

    eISBN: 978-0-8330-5082-3
    Subjects: Law, Business

Table of Contents

  1. Front Matter
    (pp. i-ii)
  2. PREFACE
    (pp. iii-iv)
  3. Table of Contents
    (pp. v-vi)
  4. SUMMARY
    (pp. vii-x)
  5. ACKNOWLEDGMENTS
    (pp. xi-xii)
  6. ABBREVIATIONS
    (pp. xiii-xiv)
  7. 1. INTRODUCTION
    (pp. 1-4)

    The role of boards and directors in corporate oversight appears to be in the midst of change. The financial collapse of 2008 and the Great Recession that began thereafter have spurred public sentiment that inadequate controls, faulty organizational cultures, poor risk management practice, and lapses in governance all contributed in some way in the lead-up to the crisis. Many commentators have observed that the compliance and ethics (C&E) function within firms, which should have helped to protect large financial services companies from excessive risk-taking and (in some instances) dishonest practice, failed spectacularly. Of course, the eventual cascade of financial risk...

  8. 2. INVITED REMARKS FROM SYMPOSIUM PARTICIPANTS
    (pp. 5-12)

    The symposium began with remarks from three of the participants in attendance:Gary Brown, shareholder, Baker, Donelson, Bearman, Caldwell & Berkowitz, PC;Jack Hansen, chair, Compliance and Ethics Committee, Association of Corporate Counsel; andKeith Darcy, executive director, Ethics and Compliance Officer Association. Their remarks were based on invited white papers on, respectively, the evolving role and liability of the board of directors for compliance and ethics oversight; the corporate counsel perspective: the crisis of ethics and the need for a compliance-savvy board; and board oversight of compliance, ethics, integrity, and reputation risks: what directors need to know. Each author and...

  9. 3. CHALLENGES AND OPPORTUNITIES FOR BOARDS IN PERFORMING THE ETHICS AND COMPLIANCE OVERSIGHT ROLE
    (pp. 13-18)

    Participants in this symposium session discussed a broad range of issues connected with the role of corporate directors, the various ways in which ethics and compliance issues relate to the board, and several of the key challenges facing directors in dealing with C&E matters. The session opened with some reflections on the need for directors to balance C&E as an important issue on their radar, but as only one among the many specific demands that are now being placed on directors’ time. It was observed that legal, IT, risk, audit, strategy, SOX Section 404 compliance, and obligations under new SEC...

  10. 4. EMPOWERMENT, RESOURCES, AND POLICY: HOW DO WE SET DIRECTORS UP TO SUCCEED IN ETHICS AND COMPLIANCE OVERSIGHT?
    (pp. 19-26)

    Participants in the final session of the symposium focused more deeply on the topics of board empowerment and policy and on ways to facilitate and encourage directors in playing a stronger C&E oversight role. One focus of the discussion touched on government enforcement authority and liability risk pertaining to C&E matters and the incentives these policies create for persons serving as directors. The reality was underscored that boards face heightened civil liability on compliance and ethics, resulting from a combination of recent legal and regulatory developments. It was also observed that there is serious interest in the regulatory community in...

  11. APPENDIX A: SYMPOSIUM PARTICIPANTS
    (pp. 27-28)
  12. APPENDIX B: SYMPOSIUM AGENDA
    (pp. 29-30)
  13. APPENDIX C: INVITED PAPERS FROM PANEL PARTICIPANTS
    (pp. 31-56)
  14. APPENDIX D: TWENTY QUESTIONS THAT BOARDS OF DIRECTORS SHOULD ASK ABOUT COMPLIANCE AND ETHICS
    (pp. 57-58)
  15. REFERENCES
    (pp. 59-60)
  16. Back Matter
    (pp. 61-61)