Board Oversight Role in the Spotlight

The RAND Corporation convened a May 12, 2010 Round Table meeting in Washington DC, entitled "Directors as the Guardians of Ethics and Compliance Within the Corporate Citadel: What the Policy Community Needs to Know." The purpose of the meeting was to generate a broad conversation about the role of directors and boards in C&E oversight, and the challenges and opportunities facing directors in this regard. Despite legal and regulatory trends, awareness of the critical role of corporate integrity programs -- and of the personal liability implications for directors -- remains poorly recognized in many corporate boardrooms. The gap between director responsibility and director awareness on Corporate Ethics and Governance (C&E) is a major point of concern, both because it places firms at greater risk, and because of perceptions that lapses in C&E oversight and in related board supervision might have contributed to the antecedent conditions of the financial collapse and the following "Great Recession." Proactive involvement by corporate boards in compliance and ethics oversight is fundamental in generating a meaningful ethical culture within organizations, and in leading firms to regard Corporate Ethics and Governance as more than just a paper tiger.