There is no substitute for a culture of integrity in organizations. Compliance alone with the law is not enough. History shows that those who make a practice of skating close to the edge always wind up going over the line. A higher bar of ethics performance is necessary. That bar needs to be set and monitored in the boardroom.  ~J. Richard Finlay writing in The Globe and Mail.

Sound governance is not some abstract ideal or utopian pipe dream. Nor does it occur by accident or through sudden outbreaks of altruism. It happens when leaders lead with integrity, when directors actually direct and when stakeholders demand the highest level of ethics and accountability.  ~ J. Richard Finlay in testimony before the Standing Committee on Banking, Commerce and the Economy, Senate of Canada.

The Finlay Centre for Corporate & Public Governance is the longest continuously cited voice on modern governance standards. Our work over the course of four decades helped to build the new paradigm of ethics and accountability by which many corporations and public institutions are judged today.

The Finlay Centre was founded by J. Richard Finlay, one of the world’s most prescient voices for sound boardroom practices, sanity in CEO pay and the ethical responsibilities of trusted leaders. He coined the term stakeholder capitalism in the 1980s.

We pioneered the attributes of environmental responsibility, social purposefulness and successful governance decades before the arrival of ESG. Today we are trying to rebuild the trust that many dubious ESG practices have shattered. 

 

We were the first to predict seismic boardroom flashpoints and downfalls and played key roles in regulatory milestones and reforms.

We’re working to advance the agenda of the new boardroom and public institution of today: diversity at the table; ethics that shine through a culture of integrity; the next chapter in stakeholder capitalism; and leadership that stands as an unrelenting champion for all stakeholders.

Our landmark work in creating what we called a culture of integrity and the ethical practices of trusted organizations has been praised, recognized and replicated around the world.

 

Our rich institutional memory, combined with a record of innovative thinking for tomorrow’s challenges, provide umatached resources to corporate and public sector players.

Trust is the asset that is unseen until it is shattered.  When crisis hits, we know a thing or two about how to rebuild trust— especially in turbulent times.

We’re still one of the world’s most recognized voices on CEO pay and the role of boards as compensation credibility gatekeepers. Somebody has to be.

Conrad Black: Lord of What Might Have Been

How strange it is that success can be such an impostor and only a warm-up for the main act of self-inflicted tragedy yet to arrive.

When Lord Kylsant of Carmarthen lost all hope of appeal in 1931, the wealthy titan was taken off and spent the next year in London’s bleak Wormwood Scrubs prison. Until Conrad Black, he was the only member of the British House of Lords ever to be convicted of fraud in the management of a publicly traded company. While prison was a stunning downturn for this Napoleon of the seas, as he was called for the formidable shipping empire he created, he had a private cell and was permitted to have his meals brought in from a first-class caterer.

Conrad Black, the first British peer to be incarcerated in the history of the United States, will not be so fortunate. There will be no privacy in his lodgings at the federal correctional complex at Coleman, Florida, and his meals are unlikely to be catered by his favorite Palm Beach restaurants.

He will doubtless persist in proclaiming his innocence on all charges and maintain that full acquittal on appeal is a virtual certainty. In reality, the man who often sounds like some character out of Charles Dickens, and not one of his more sympathetic protagonists at that, stands a greater chance of stringing all his prodigious and weighty words together and scaling down from his prison window past the unsuspecting eyes of his less than erudite guards.

There would have been many steps that could have been taken along the way to avoid the hard thud of the prison gates that swung closed behind him today and will remain so for most of the next 78 months. Much less brilliant men might have taken those other paths. One of the many mysteries that masks Conrad Black is why he did not.

He has spent considerable time over the past few years describing his role as a “freedom fighter” and threatening to take on the cause of prosecutorial overreaching. His friends claim that becoming an anti-corporate governance zealot remains a distinct possibility for this man of many talents. Whether anything will come from his newfound role as the Rubin “Hurricane” Carter of wrongly convicted corporate felons is yet to be seen. A predicate for such interest in the abuses of the criminal justice system or the plight of the less fortunate has never figured prominently in Conrad Black’s writings or those of the high profile friends that now rail at his injustice, for that matter. And it is a hard case to make that a man who has been able to spend tens of millions mounting the best legal defense possible -tens of millions of other people’s money via the shareholders of the former Hollinger International- was disadvantaged or the victim of abuse by the legal process.

A case can be made, however, that there was a greater transgression at work here than the one for which Conrad Black was convicted. For many years, hundreds of millions in fees and payments were siphoned from Hollinger and paid to Ravelston, the private holding company run by Black and Radler, which itself turned out to be a corporate felon. The outrage is that those payments were fully approved by Hollinger’s board without batting an eye. Yet most directors, according to company documents, didn’t understand why the payments were being made or even the purpose of Ravelston. Corporate governance at Hollinger was little more than a social club where directors partied and ate fine lunches and in the end seemed to have little energy left to do anything more than lift their Conrad Black-supplied rubber stamp with the word YES emblazoned on it in baronial font.

There were also the injustices of the $20 million bill that the internal investigation of Hollinger chalked up under Richard Breeden, and the subsequent corporate welfare program that the Hollinger group became for lawyers, management and directors who always had their hands outstretched for another check while in effect presiding over the disintegration of the company. The fact that no laws were broken by these actors in no way lessons the outrage their actions represent.

The greatest “crime”, however, is reserved for the man at the top. In that category, one looks not at a breach of securities laws or federal codes but at the larger offense of a person who squandered the rare opportunity to influence the course of events and make the world a better place for it. Law breaking by men and women whose lives were stacked against them from the start, while never excusable, is perhaps easier to understand. When all you have known is crime and criminal influences from an early age, the ability to find a better path is strewn with obstacles. But when there is the gift of affluence and privilege from birth and great wealth, fame and power amassed along the way, as there was for Lord Black of Crossharbour, the road taken to crime offends the senses of civilized men and women to the core.

So disconnected from the facts that led him to this latest step in a progressive march downward, Mr. Black writes in today’s National Post:

We have a Toronto court to thank for the massive and misleading exposure that the grainy security film that caused me to appear furtive, has caused. We have the same court to thank for a number of other unjust decisions.

So now it is the “graininess” of the security film that caught him removing the boxes from his Toronto Street office that is the culprit, along with a string of other players from investors to prosecutors. It is they who are responsible for his fate. Not him. Never him.

I am well aware of the capacity of courts, agencies and commissions to act incorrectly when it comes to the rights of individuals. Often it is out of a lack of competence. Sometimes it is the result of malice. I have strongly condemned such conduct in the past. I wish we had heard from Mr. Black and his newspapers on this subject in the past. It might have helped to avoid a number of lives being ruined. But as I have noted above, injustice rarely befalls those with vast resources to pursue their rights in the avenues of both the legal system and the court of public opinion. And if I believed for one moment that Mr. Black had been disadvantaged by a significant manifestation of bias in the legal system, I would be the first to come to his defense. To whom among the unjustly treated, other than himself, has Mr. Black ever come to the defense?

One also is prompted to wonder, if Mr. Black has so many important facts to marshal in his defense, which are voluminously detailed in his column today (and how many other convicted felons do the publishers and editors of the National Post permit to make their appeal case in an Op-Ed column?) why on earth did he refuse to take the stand at his trial?

His Palm Beach mansion has more bathrooms than the accommodation he must now share with in excess of 180 fellow inmates. His address, which from birth included the more prestigious names in Toronto, New York, Palm Beach and London, will now be among the most infamous: the U.S. federal prison complex at Coleman. How ironic it is that the man who boasted that the prosecution’s case was “hanging like a toilet seat around their necks” may well end up cleaning such fixtures as part of his life as Coleman’s newest inmate. His newly acquired dog will have more freedom and live a life of greater splendor than will Mr. Black for the next several years. A man who has known the rarest of luxuries on the grandest scale will soon discover that the simple act of opening a refrigerator door for a glass of milk or taking a stroll down the street on a warm summer evening are things to be envied in the lives of the most common of individuals.

It is not just the contrast from a world of mansions, limousines and privileged society to one of bars, starchy food and shared showers that is difficult to grasp here; it is the reality of what might have been that will not now be; the unfulfilled accomplishments and potential successes of a man of uncommon ability, but regrettably of rather common criminal persuasion. Gone is the Argus empire he effectively inherited. Little remains of the newspaper domain he once ruled. Discarded in a foolish fit of pique is the Canadian citizenship he exchanged for a title and an ermine-fringed robe from another land. However responsible Mr. Black is for his fate, one cannot but ponder how strange it is that success can be such an impostor and only a warm-up for the main act of self-inflicted tragedy yet to arrive.

Mr. Black once boasted in a BBC interview that if he had to go to prison, he would wear the sentence like “a badge of honor.” There was no award ceremony evident as he arrived at the Coleman prison facility at noon today in a Cadillac with darkened windows. My father used to counsel that one of the tests of a bright person was the ability to make a sensible point without sounding like an idiot. Mr. Black is a bright man. On too many occasions over the past number of years in the things he has written and said (the “renunciation of the rights of the French nobility;” comparing federal prosecutors to “Nazis,” etc.), Mr. Black has sounded a few points lower than his IQ has been rated.

The tribulations that lie ahead for him will be significant, and the distress imposed on his family and friends is truly unfortunate. But the fact remains that in too many ways when Mr. Black has been the focus of hope and great expectations, he has disappointed and left those who have looked up to him feeling empty.

Conrad Black has enjoyed many honors in his life, some of which have been attached to his name. What he might have done with them and what his legacy might otherwise have been, will be a mystery forever lost in the mists of history unwritten. Overshadowing all of this is the fact that Conrad M. Black, Baron Black of Crossharbour, PC, OC, KCSG, who once reigned over an empire that saw the doors of kings, presidents and world luminaries open wide to him, is inmate number 18330-424, lord now only of his own bunk bed.

If there could be a less predicted or more bewildering turn in the life of a man, imagination fails to conjure up what that might be.

As of 8 pm EST, the Bureau of Prisons information posting regarding its custody of Conrad Black (below) had not been updated.

A Marshall Plan for Wall Street – In Reverse

What does it say when an America that once saved the world is now turning cap-in- hand to a collection of anti-democratic regimes from Dubai to China?

Already, foreign funds, mainly controlled by nations and regimes that hold democracy suspect, to say the least, have pumped nearly $20 billion into Citigroup and Merrill Lynch as a result of the credit debacle that has them floating in a self-created sea of write-downs and losses. Billions more are being funneled into Morgan Stanley and Bear Stearns from the same offshore sources. So it is that American capitalism has lost its primacy to such an extent that it must now turn to lands far away for its salvation. The distance is more than geographical. It is deeply ideological. (more…)

The Autumn of Leaders Falling and the Rise of the Quiet Hero

An essay on icons of privilege and power in a skeptical world

Here and there, the turning leaves of autumn have begun to fall. A few leaders, or those who would have the world cling to such notions, have already preceded them. Alberto Gonzales has finally ended the torment of his pathetically inept performance as U.S. Attorney General, his tumble from a post he never should have held no doubt accelerated by the high-ranking members of the senate judiciary committee from both parties who publicly questioned his integrity. In addition to possessing unimpeachable credentials of honesty, it is always a good idea for holders of important public office to have —and be seen to have— an IQ above room temperature. It is hard to imagine an Attorney General in the 21st century who could make John Mitchell, Richard Nixon’s disgraced and eventually imprisoned AG, look better. But with his almost terminal state of amnesia about what was happening around him and his frequent reconstruction of key events which was later discredited by first-hand witnesses, Al Gonzales, the good friend of President George W. Bush, seems to have made that feat his defining accomplishment.

U.S. Senator Larry Craig (R-Idaho) fell from office on the floor of a men’s washroom of all places. But with his guilty plea to a misdemeanor charge, which he later recanted, followed by the announcement of his resignation last week and its sudden reversal a few days later, it would seem that Senator Craig has revealed an almost criminal level of indecision which itself should constitute grounds for his departure.

Former senator and recent TV star Fred Thompson’s entry into the Republican race for president would have fallen considerably short of the high expectations he generated —if it had ever gotten off the ground. A formal announcement on Jay Leno? Is this man really running for president or is he just planning to play one on TV? Many are already asking why this grumpy looking late entry thinks he could, or should, be elected president. His early appearances in Iowa and elsewhere suggest he hasn’t gotten around to figuring out the answer yet. Call in the Law and Order screenwriters.

The war in Iraq is increasingly viewed by Americans as the greatest foreign policy blunder in the country’s history. With the decline in support for the war, the popularity of its presidential chief architect swiftly follows. A majority of voting Americans believe the war has been a mistake and is not worth the cost. Only 26 percent approve of President Bush’s handling of the war, a figure that brings him perilously close to the low reached by President Lyndon Johnson during Vietnam.

In Toronto, movie stars have descended upon that city’s annual film festival in their private jets and block-long limousines. The carnival atmosphere of actors, groupies, paparazzi and high-powered parties has once again overtaken the town —or at least its better bars and hotels— that regularly appears in movies as New York, Boston or Chicago but rarely its actual self. It is an industry that is given to illusion, where it is difficult to distinguish between facts and myth and where hype often overshadows reality. Some stars are at the festival to promote their newest films. Others are there to promote their special cause and just coincidentally have a new movie to promote, too. Is it not remarkable how things work out with almost mathematically serendipitous precision for those with wealth, fame and cosmetically enhanced features?

Efforts to make the world better on the part of those endowed with privilege and opportunity are always to be commended. But sometimes, between the posing and the parties, the lavish displays of self-indulgence and the overreaching strides of the ever-glittering ego, the gravity and significance of the cause seem to get lost somewhere in the back of the limousine.

Why do so many leaders seem ultimately to be impostors in that role and ill-suited to its demands? Why do so many celebrities need to have their favorite causes accompanied by a traveling sideshow of parties, acolytes and five-star hotel suites? I suppose one should leave those answers to the psychologists. But even to the untrained eye there seems to be a narcissistic compulsion on the part of some members of the rich and powerful for constant attention and adulation. The applause and approval of the crowd become an irresistible addiction; the exercise of influence and power a thirst that can never be fully quenched. We are seeing the rise of what I call the virtue celebrity, where the pursuit of charitable endeavors and the recognition they bring has become one more weapon in the arsenal of personal and career marketing on the part of stars and billionaires. It is a world where success and public approbation has always required a good publicity agent. Now it requires a popular social cause as well.

Yet the more rich and powerful leaders and celebrities become, the more out of touch with reality they seem to drift. Britney Spears, Michael Jackson and Bill Clinton during his Monica days spring to mind. So does the procession of disgraced billionaire business figures and those more recently caught backdating stock options in order to grab a handful of extra dollars. More than a few have resorted to philanthropy and the pursuit of a socially laudable cause as a means of repairing a reputation damaged by their own misconduct or trying to impress regulators and prosecutors in the midst of investigations of wrongdoing. There is, it seems, never a shortage of announcements of gala dinners for yet another award ceremony or full-page advertisements extolling some stock option-rich benefactor whose endowment will be honored by his name appearing in large chiseled letters over the transom (the exterior of the Rotman business school building at the University of Toronto, for instance, displays the name of the donor financier in eight separate locations before you even reach the lobby). It becomes difficult even for the Panglossians among us not to occasionally wonder if such exercises are more about the feeding of oversized egos, and the creation of more places for the exalted to further exalt one another, than they are an authentically altruistic desire to make the world happier, healthier or wiser.

Some, of course, are genuine in their aspirations to make the world better. But a litmus test for sincerity is often humility —one of those rather underrated virtues that mothers try to teach but regrettably enjoys few adherents in the pantheon of the self-elevated.

Having worked with many of these kinds of people over the years, I have been struck by the fact that while they bask in the title and adulation that goes with being a public figure or celebrity connected to a special cause, often they fall measurably short when set against the lives, actions and sacrifice of more ordinary folks. The most impressive leaders I have known are those we generally never hear about. They are among the millions of individuals quietly performing acts of leadership and philanthropy who would never dream of making a side show out of it or posing for celebratory photos. They know their own limits and have a sense of perspective —two attributes which often elude the high-profile elite. They mentor the kids from broken homes, help out at the local hospital and travel to far-off parts of the world to fight hunger and disease. They seek no reward or title. They are always dipping into their own pockets to help out. You will not see their great feats of daily heroism on network TV, nor will you read about them besmirching the office they hold in the New York Times or elsewhere. They go about the important business of helping and inspiring others with a quiet dignity and strength of character that is often infectious. They are cut from the same powerfully modest mold as Lou Gehrig and Jackie Robinson —two of my personal heroes. They don’t need gala dinners, praising cover stories in major magazines or induction in, say, the Order of Canada whose membership still includes convicted felon Conrad Black and fugitive from U.S. justice Garth Drabinsky. And while many are incredibly generous in their charitable giving, they would not dream of having something named after them. Unlike the nouveau billionaire class, who seem to need the accompaniment of a brass band, klieg lights and a posse of publicity agents every time they make a donation, several millionaires I know write substantial checks each year and don’t even bother claiming the gifts for tax purposes.

The world will always need its larger than life figures —its Winston Churchills, its John F. Kennedys, its Pierre Elliott Trudeaus— to envision and inspire in new directions. They are few and far between, as their successors in office regularly confirm. It will always be captivated by its screen stars, though hopefully will not elevate them to the status of entire planetary systems rivaling the discoveries of Galileo. But from the boardroom betrayals of Enron and Hollinger and the epidemic of greed illustrated by out-of-control CEO pay to the quagmire of Iraq and the primacy of the privileged which has given rise to the greatest income gap since the 1920s, it is a world that is too often let down and disappointed by those whom it has entrusted and revered. We have discussed this phenomenon before in the context of the vanishing stakeholder. It is a reality that will increasingly see society turn to what I call its quiet heroes —the everyday leaders around us who are changing the world for the better in the voluntary organizations they run, the causes they support and the social needs they fill. Perhaps astonishingly to some, they are doing it without scandal, award ceremonies, private jets or gas-guzzling limousines.

If conventional leaders and cause-oriented celebrity icons are genuine in their aspirations and are looking for a model to work and live by that gets the job done well, they could do worse than follow the example set by their more unassuming counterparts.

Outrage of the Week: The Failure and Pretense of the World Economic Forum at Davos

outrage 12.jpgOne sees in this annual Alpine pilgrimage of Davos fragments of the grainy black and white movies showing the imperial families of Europe gathering in their toy soldier costumes and opulent surroundings, oblivious to the marshaling clouds of change and discontent that would bring their primacy to an end.

Fortunately, the annual spectacle known as the World Economic Forum at Davos has folded its tent for another year. It occurred not a moment too soon, as my supply of antacids was running dangerously low. There is, of course, nothing wrong or surprising about elites from business and government getting together. Having worked with these types for many years, I am well aware that many need constant reassurance and affirmation of their significance. Being among other CEOs or heads of government is the way these people remind themselves of their importance and remind the world that they are still running the show –even in en era of YouTube and WordPress. Such vanity is best taken with a large grain of Swiss salt, I suppose. As Philip Barry sardonically observed: “One of the prettiest sights in this pretty world is the privileged classes enjoying their privileges.”

What is galling is the pretense that these events are actually transforming the social and economic landscapes. It is the disguise of social gravity, the spin that seeks to turn global CEOs into crusading St. Georges slaying the world’s evil dragons, that makes these events so offensive. These forums have become the CES (Consumer Electronics Show) of CEOs –a gigantic trade show of, by, and for the self- impressed who visit one another’s booths to see how each measures up. Sure, there are earnest proclamations about the problems of the world. And everybody has to be seen embracing Bono. The Irish have that effect on people. Everybody loves embracing my Irish Setter, too. But real change requires constancy of effort, not candlelight and wine. What affronts the reasoned mind is the idea that this gathering actually makes a difference. Restating the obvious about the problems of the world does not make a difference. Talking about issues long ago advanced by others does not make a difference. Listen, if Davos actually had the level of influence it claims over CEOs and kings, presidents and dictators, the world would rightly be jumping up and asking who elected these people and how are they held accountable for their decisions. And if it doesn’t –which is my thesis– why do we, and especially the world’s media, encourage the pretense of these people by paying so much attention to them year after year?

Tell me one major sea-changing event that has been anticipated or predicted at Davos in the past two decades. Show me a crisis that has been averted. Everything takes place in rear-view time. That’s more than a little disappointing. Because I and many others have a lot invested in these companies and in the CEOs who head them. I’d like to believe that such high-priced talent is capable of leading in a way that will avoid catastrophes. In many respects the image is one of myopic leaders still sitting atop the overreaching and unsustainable and who refuse to recognize the existence of icebergs until the Titanic calamity occurs.

Here’s an idea: Since so much discussion at Davos seems outwardly, at least, to center on issues of Africa and global poverty, how about a World Economic Forum that takes place in an impoverished region so that it can be experienced first-hand. True, there might not be the luxurious surroundings of Davos or the glittering parties, but surely that’s not really the purpose, as the organizers of the event take regular pains to point out. And if the growing economic divide is really as troubling as some Davos participants argue, how about the wealthiest CEOs at Davos volunteering to freeze their own pay for a few years as a sign of leadership and as a model for others? These things won’t happen because Davos is not really about correcting terrible wrongs. And it is certainly not about leadership. It is about contacts and connections, knowing the right number to call and how new deals can be won.

As German steel baron Jürgen Großmann admitted, “The spirit of Davos doesn’t just float around. You have to look for it in the conversations…Furthermore, we’re interested in wealthy clients. The richer our client countries are, the more stuff we sell them, especially cars and machines that Germany makes lots of.”

Of all the deficits and shortages in the world today, it is the lack of genuine character in so many leaders and the absence of truly transformative leadership that is the most striking. In this, Davos is an apt mirror. One sees in this annual Alpine pilgrimage to Davos fragments of the grainy black and white movies showing the imperial families of Europe gathering in their toy soldier costumes and opulent surroundings, oblivious to the marshaling clouds of change and discontent that would bring their primacy to an end. Those who are trying to make the world better are doing it anyway, regardless of Davos. And for those who are not so inclined, going to Davos won’t likely make any difference.

This year, Davos organizers attempted to make use of social media –blogs, videos, podcasts and the like- to bring ordinary people into the tent –but at a safe cyber-distance, of course. The effort bombed. Did they really think that people back on planet Earth would be impressed by the opportunity of clicking on the comment button of a blog in order to send back a short message in small font to some big poobah? YouTube can do many things. But making imperious titans more trustworthy or sympathetic as they schmooze or answer an amateur videographer’s questions on the fly are not among them. By the way, the really big players didn’t bother to post on any blogs. And very few mortals at the bottom of the mountain bothered to send any comments. This one certainly hits a note:

The Davos Conversation was a total failure. The end of a demagogue is when the mob pulls a no show.

And so the overfed princes and business potentates exited as they came, in a mist of mutual admiration and private jets, all the while lamenting the vexing issue of global warming –this year’s topic du jour. What is saddest about Davos is that these leaders have a chance to make a real difference. Some would argue, and I count myself among them, that they have a moral obligation to do so. Instead, they have become actors in a predictable side show of self-indulgence and extravagance –two vices which one might think would be incompatible with the ills they claim to be fighting.

Which is why the spectacle known as the World Economic Forum at Davos is the Outrage of the Week.

The High Cost of Ethical Folly 2.0

A short essay on why giants can be so small

At HP, a name once synonymous with business integrity and forthrightness, the company continues to reel from the backlash over an investigation turned witch-hunt that collected personal information, improperly obtained, about the telephone calls and comings and goings of certain directors and reporters. At Westjet, Air Canada’s top competitor in Canada, court records reveal that CEO Clive Beddoe made much more use of purloined e-mails, acquired when company employees hacked into Air Canada’s computers, than previously admitted. And in the House of Representatives, the fallout over Congressman Mark Foley’s dissent into the world of cyber molestation of House pages has shaken the very foundation of confidence in the Republican leadership.

There is an interesting common factor in these scandals. All of these organizations had written codes of ethical conduct. All have made a big thing about the importance of ethics and regularly trumpeted their commitment to the highest standards of integrity. And each had a governance system which was supposed to prevent these kinds of wrongdoing from occurring, but which failed to do so. Why?

I’ve given a fair bit of thought to this over the years because it is a phenomenon that recurs with stunning frequency in the worlds of business and government. I’ve seen first-hand the damage that ethical transgressions can inflict upon organizations. In many cases, I have been asked to assist in investigating the cause of the problems and in repairing the damage.

If you look at the ethical lapses at Enron, WorldCom, CIBC or Hollinger, to take just a few examples, you will see the disconnect between nice sounding words and actions which fell dramatically short in backing them up. What I once dubbed the high cost of ethical folly has seen companies descend into ruin, governments fall and political careers destroyed.

The fact is that most organizations are weak on execution when it comes to ethical matters. There is little outside monitoring of ethical compliance or independent auditing of ethical performance. There is too much reliance on lawyers whose ethical standards are often no higher than any other profession, and on many occasions have been shown to be much worse. The resources companies and governments put into ethical oversight are pitifully inadequate. It is a corporate function which seldom attracts the best and the brightest. All this sends significant signals throughout the organization which suggest the real priorities lie elsewhere.

Those at the top, including boards of directors and leaders of political parities, seem happy to have the situation continue, or they would have changed it. People in power are generally transaction-oriented types who prefer to be doing things which they think will add numeric value –whether that means bumping up the numbers on the balance sheet or in the public opinion pools. They are far less comfortable dealing with values. Their interest in ethics is usually peaked during the short life of a scandal and suddenly wanes when the newspapers stop calling. And there is a problem learning from experience. No matter how often they hear “iceberg ahead” being shouted around them, the large egos that govern and run our giant institutions (or perhaps it should be the giant egos that govern and run our large institutions) always think the warnings of reality apply to someone else and not to their own organizational Titanic.

For a number of years, many of them working directly with those at the top of business and government, I have been of the view that the ethical deficit so often evident in large organizations arises from having the wrong people running them, and that we need a different kind of person in the boardroom and in the political arena. This is all the more important in an era when the public entrusts so much of its personal information to corporations and governments and when the Internet has become so pervasive a tool for the collection and abuse of this kind of information, as these most recent incidents attest. As the HP, Westjet and Foley scandals unfold, I expect we will see evidence that more was known than previously admitted and that more could have been done by the people at the top to prevent it. The same picture has emerged with every scandal of the past 100 years, from the sinking of the Titanic and the Wall Street scams of the 20s and 30s to the disintegration of Enron and numerous smaller fiascos in Canada involving Bre-X, YBM Magnex, Livent, Nortel and Hollinger. Time and time again we have seen the gatekeepers asleep at the switch.

It is difficult to understand why, for instance, otherwise worldly and experienced people around HP’s boardroom table would not have inquired about the source of the telephone records that had been obtained. Yet not a single question on that score was raised according to all available reports. Former HP CEO Carly Fiorina paints a rather unflattering picture of the HP board. “Some board members’ behavior was amateurish and immature,” she writes in her new book Tough Choices. “Some didn’t do their homework. Some had fixed opinions on certain topics and no opinion at all on others.”

One of the most important functions of a director, after all, is to ask discerning questions. It is a task at which directors often fail and, apparently, in HP’s case, they were incapable of posing the kind of basic question that would have been asked around most kitchen tables in America. By the way, I think they probably asked too few questions about HP’s disastrous acquisition of Compaq –another business move I always had difficulty understanding and thought showed remarkable naivety and poor judgment on the part of both Ms. Fiorina and the board (apart from Walter Hewlett, whose position I applauded publicly and in the press at the time).

Ultimately, however, why there are so many ethical lapses in business and government comes down to the fact that the public appears infinitely tolerant of such betrayals and has not yet voiced its demand for change with sufficient volume. If ethics were a bridge that collapsed as often as the moral foundation of many organizations, people would be hollering for an investigation and demanding the prosecution of those responsible. Repeat performances would not be tolerated. Heads would roll and changes would be forthcoming. In our market economy and system of democratic rule, the public is supposed to determine the destiny of business and government. So it seems reasonable to conclude that until we begin to realize that bad ethics is about more than big headlines in the New York Times and that it carries serious consequences for the moral fiber of society and our own well being, we will continue to see these kinds of disasters unfold again and again.

We can and should bemoan the ethical blindness that sees so many organizations founder and the failure of those at the top to steer the straight course. But if genuine change is desired, we need to instill a better ethical compass in our institutions of business and government and demand a new kind of person to captain these great ships. We are, after all, the citizens and shareholders who own them.