There have been numerous corporate scandals, with questions as to “where were the directors?”  It is up to each board to establish a common understanding of, and commitment to, what they mean by values, morals, and ethics.  Based on this common understanding, the board can then assess director and CEO candidates. This document is a tool designed to enable discussion leading to that common understanding

This tool does not provide any recommendations or advice as to what are appropriate values, morals, and ethics. The focus on possible behavioural questions (i.e., can be confirmed via reference checking) to ask director and CEO candidates.  Skills or functional competencies are not addressed.  Each board should identify additional questions.  This tool is illustrative and not intended to be a comprehensive set of questions.

The nomination committee/board should have a discussion on each question and document:

• What might be good, OK, or unacceptable answers.
• Which answers would eliminate the candidate from further consideration.

Directors and the CEO should be passionately committed to the purpose of the company

What is the purpose of the company? Why does the company exist? The description of the purpose of the company should be positive and outwardly focused on how you benefit customers and society.  For example, Nike’s “authentic athletic performance,” rather than “sell lots of shoes made in China.”  Is the purpose of the corporation to make as much money as possible? How should the company benefit society?  Or, should it?

Larry Fink, in his 2018 letter to CEOs, said “To prosper over time, every company must not only deliver financial performance, but also show how it makes a positive contribution to society. Companies must benefit all of their stakeholders, including shareholders, employees, customers, and the communities in which they operate…..Without a sense of purpose, no company, either public or private, can achieve its full potential…..And ultimately, that company will provide subpar returns to the investors.”¹

The passionate commitment to purpose will set the tone from the top and quickly percolate throughout the company.  The purpose is the foundation upon which values, morals, and ethics are based.

I do not have any suggestions as to how to assess a candidate’s passionate commitment to purpose.  It will be clear within a year if a director or CEO doesn’t have passionate commitment to the purpose – which presents a major decision for the board to make.

Which director decision has the greatest impact on long-term corporate value?

Many would advocate this decision is the appointment (or termination) of the CEO.  Let’s first consider some possible questions to ask each director candidate who would have to vote on CEO appointment or termination.

• What is the most senior level position you have terminated?
  1. Why? Performance (i.e. impact on profit or value creation and preservation)? Non-compliance with laws, regulations or company policies? Ethics or values?
• Looking back over your career, what’s an example of person you decided not to hire or promote, due to ethics or values?
  1. What were the ethics and values issues?
• What is the most senior level person you either appointed or recommended for appointment?
  1. What were the three most important reasons for that decision?
• As you look back over the people you have appointed or recommended for appointment, what was your greatest mistake? How did you determine it was a mistake?  How did your correct your mistake? What have you done differently since then, when appointing people, or recommending appointments?

Now, let’s look at the values, morals, and ethics questions that you could ask of both director and CEO candidates:

• What is the most courageous business action you’ve taken, and what was the impact on company profit, your career, and your family’s financial situation?
• What was the most difficult ethical business decision you have made, and what was the impact on company profit? What definition of ethics did you have in this situation?
• What has been the greatest crisis you have had to resolve? What was your role?
• When dealing with an issue, what is an example of how your probed deeper into the company to understand the causes of the issue?
• What is the biggest issue or problem you’ve encountered where you wished you’d informed the board earlier?
• What was the most significant issue regarding ethics, values or morals, which a subordinate or colleague brought to your attention? How did you deal with it?

The following questions address the beliefs a candidate has:

• Should a company invest in a country, or have operations in a country, in which:
  1. Child labour is common.
  2. The rule of law does not apply i.e., the government or highly placed individual are not subject to the laws, and the judiciary is not independent.
  3. The press is not free.
  4. Doing business requires payments to government officials or other highly placed individuals.
  5. The government is not elected in a freely democratic process.
• Should the company arrange its legal structure to minimize taxes, ideally to pay no taxes?
• Should the company lobby governments to change laws to reduce company taxation?
• What would be your answers for the first three questions if the country in question was your home country, such as Canada? If your answers differ, why do they differ?

 Footnotes:

¹ https://corpgov.law.harvard.edu/2018/01/17/a-sense-of-purpose/