Directors as Guardians of Compliance and Ethics Within the Corporate Citadel

What the Policy Community Should Know

by Michael D. Greenberg


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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.

Table of Contents

  • Chapter One


  • Chapter Two

    Invited Remarks from Symposium Participants

  • Chapter Three

    Challenges and Opportunities for Boards in Performing the Ethics and Compliance Oversight Role

  • Chapter Four

    Empowerment, Resources, and Policy: How Do We Set Directors Up to Succeed in Ethics and Compliance Oversight?

  • Appendix A

    Symposium Participants

  • Appendix B

    Symposium Agenda

  • Appendix C

    Invited Papers from Panel Participants

  • Appendix D

    Twenty Questions That Boards of Directors Should Ask About Compliance and Ethics

This report was funded with pooled resources from the RAND Center for Corporate Ethics and Governance, with additional support provided by Bridgeway. This research was conducted within the RAND Center for Corporate Ethics and Governance, which is part of the RAND Institute for Civil Justice, a unit of the RAND Corporation.

This report is part of the RAND Corporation Conference proceeding series. RAND conference proceedings present a collection of papers delivered at a conference or a summary of the conference.

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