Category Archives: Fiduciary duty

Why Board Skepticism Needs to Extend Beyond Financial Statements

The cover feature of NACD Directorship magazine is on “Honing Skepticism – Trust, but verify is the skeptics mantra.  Why professional skepticism is one of the most important skills for directors – and how to develop a questioning mind-set.”

Constructive skepticism as a questioning mind-set

Constructive skepticism as a questioning mind-set

The article’s focus is primarily centered on the economic aspect – avoiding financial statement fraud. And while this is certainly critical given the well-publicized failures of fiduciary oversight in the past decade, I’d like to suggest that the scope of board skepticism should also include a company’s social and environmental performance.

The Business Roundtable notes in its 2012 Principles of Corporate Governance that “effective directors maintain an attitude of constructive skepticism; they ask incisive, probing questions and require accurate, honest answers.”  This attitude should not only apply to financial statements, it should also apply to advertising, public relations, sustainability and corporate responsibility reports with the company’s mission and values used as touchstones.

A Case in Point:  The U.S. Health Care Industry

TIME magazine’s recent cover story “Bitter Pill: Why Medical Bills Are Killing Us” by Stephen Brill illustrates this point in his excellent reporting on the health care industry.  Using actual hospital bills, Brill follows the money to expose how hospitals, pharmaceutical companies, and medical device manufacturers systematically exploit “powerless buyers in a seller’s market” by setting prices that result in exorbitant profit margins for their companies and financial ruin for many patients and their families.

brill.pill9.inddNone of the companies mentioned in Brill’s article state on their web sites that their primary mission is to leverage their superior market positioning to maximize short term profits.  They don’t publicize the fact that their industry spends three times the amount that energy companies spend on lobbying and campaign financing to bend policy to their advantage.

Medtronic’s mission “articulates the company’s call to alleviate pain, restore health and extend life and to maintain good citizenship as a company.”  Sanofi believes “that CSR (corporate social responsibility) is an integral part of the process to bring novel healthcare solutions to patients, including making ethical, social, and environmentally responsible decisions that serve patients and the community”

And even the not for profit Mercy Hospital owned by an organization under the umbrella of the Catholic Church called Sisters of Mercy brings in surplus revenue (profit) that would be the envy of any for profit company.  Its mission is “to carry out the healing ministry of Jesus by promoting health and wellness.”

There is no doubt that these companies do a lot of good, and that their products and services have saved many lives.  But skepticism means being wary of confirmation bias; of seeking out evidence that confirms what you want to believe while ignoring or explaining away any evidence to the contrary.  And Brill’s reporting uncovers evidence of behavior that clearly runs contrary to these company’s stated missions and values.

Is it possible that a company whose products and services do much to alleviate suffering also inflicts or contributes to suffering through some of its business practices?  And what if these business practices are common to the point of having become systemic throughout the entire industry, thus amplifying the impact of the suffering they cause on a societal level?  Directors with a skeptical mind-set don’t shirk from the responsibility of asking these types of difficult questions.

Martin M. Coyne II states in the NACD article that “deviation from revenue recognition policy is frequently the most common example of financial statement fraud in a company.”  What, then, should we call it when a company’s business practices deviate from its mission and values causing negative externalities to be imposed on the society it professes to serve?

And if “Doing the Right Thing” is Not Reason Enough

At last week’s GreenBiz Forum in New York, the Vice Chairman of NASDAQ OMX Group, Meyer Frucher, talked about how sustainability and social responsibility should be governance priorities because sometimes it comes down to “just doing the right thing.” I interpreted his comment to imply that moral and ethical considerations that can’t always be directly linked to financial performance still have a place in corporate governance.

There is also a solid business case, though, for doing the right thing.  Just as financial fraud presents a potential business risk, so does not living up to the company’s mission, values and social and environmental commitments.  Journalists, shareholders, social and environmental activists are making increased use of social media to broadcast inconsistencies and contradictions in actual company behavior versus the images they project of themselves.  Reputational risk and financial risk are intertwined.  Both fall within a board’s risk oversight responsibilities; both require the application of skepticism and a questioning mind-set.

The NACD article points out that “The term skepticism is often associated with doubt, but it actually describes a search for the truth. The word comes from the Greek skeptikos, used some 2,300 years ago by disciples of the philosopher Pyrrhus. The verb skeptesthai means “to reflect, look, view.”

Board skepticism and searching for the truth must extend beyond financial statements to include social and environmental claims and statements as well.

 

 

 

Corporations and Political Activity – Where is Your Board?

With a record $ 6 billion spent during the most recent elections, corporate political contributions and lobbying are of increasing concern to shareholders, activist groups and individual citizens.  According to a recent poll, nearly 90 percent of people in the U.S. say there is too much corporate money in politics. During the 2012 proxy season,Continue Reading

It Starts With Purpose

What is the purpose of our organization? What is our vision of what we want to become? Whose interests do we serve? How do we manage the tension between competing interests? What are our goals? What values will guide our strategy, policies and activities? What is the best strategy to accomplish our goals while stayingContinue Reading