Directors as Guardians of Compliance and Ethics Within the Corporate Citadel

The collapse of financial markets in late 2008 has invited renewed questions about the governance, compliance, and ethics practices of firms throughout the U.S. and global economies. On May 12, 2010, RAND convened a symposium in Washington, D.C., on the perspective and role of corporate boards of directors in overseeing ethics and compliance matters within their firms. Participants included thought leaders from the ranks of public company directors at major corporations, business executives, ethics and compliance officers, and stakeholders from the nonprofit sector, academia, and government. Discussions focused on the challenges that directors face in this rapidly evolving role, on the responsibility of boards to oversee corporate cultures that foster integrity and compliance with the law, and on steps that business leaders and policymakers might take to better encourage and empower directors in their oversight and, by extension, to strengthen compliance mechanisms and ethical leadership within firms. This document summarizes key issues and topics from the symposium in accordance with the major themes of the discussions, paying attention to areas of agreement and disagreement.