Some in-house counsel teams are missing an opportunity around ethics

“Most lawyers take ethics, speaking up and doing the right thing very seriously…and you won’t make many friends if you suggest otherwise” was the response I received from one GC when I mentioned I was writing a piece suggesting that they should do more.

So, let me be clear from the start: I’m not saying they don’t; I am saying that many lawyers appear, for good reasons, to care much more about, and have more energy for, risk management than ethics management. The key word here is “more”.

At least that’s my impression after working with in-house teams over many years. I’m also aware that most organisations have Compliance functions and some even have Integrity or Ethics functions and work on ethics tends to sit there. I know also that the subject of ethics is entwined with company values and culture.

But my point is that there is a very good reason why in-house counsel spend more time on risk management and that is because it’s measured, to some extent at least.  And people tend to deliver only what’s measured.

One definition of ethics is “…a set of moral principles that govern a person’s behaviour or the conducting of an activity.” One can see why, therefore, that broad work on ethics isn’t easily measured, so broad work on ethics is, understandably, not a priority.

Moreover, in-house teams are under enough pressure doing “more for less” without inviting yet more work. The over-worked GC can also rightly point out that ethics are the responsibility of everyone in “the business”, not just lawyers. I wholly agree with this point and therefore feel that no function should have ethics with a capital E in its title.

Yet we know that poor conduct creates legal risk. Conduct is defined as observed behaviour over time. Poor conduct is poor or unethical behaviour observed over time. So why are ethics management not, typically, front and centre as a part of Legal’s strategy, to the extent that risk management is?

The answer is that there is neither a financial nor an emotional incentive for doing so. But why isn’t there? The recent high profile corporate “risk events” which involved seriously unethical behaviour by senior executives in organisations were, surely, in part  a failure to anticipate and avoid the conduct which led to that wrongdoing.

With hindsight, would not the CEOs of those companies have approved a much greater Legal spend on reducing conduct risk if they had been forced to confront the high probability of those events occurring in advance?

One CEO said to me many years ago – “All I want from Legal is that they anticipate risk”. “Is that all?”, I thought. And what crystal ball were they going to provide in-house to do this? And is not risk anticipation a joint endeavour? Is that not the reason that in-house exits?

The average Top and Emerging Risk Report produced by GCs doesn’t place “the conduct of our directors” as its No 1 risk. If it did there’s a strong chance the risk would be mitigated by remedial action in respect of that behaviour.

It’s not that conduct risk isn’t by now a familiar term, particularly in the financial services sector. But this is not by choice. The Regulator has regulated conduct heavily since the Global Financial Crash.

But it’s not working. Earlier this year The Banking Standards Board published its second annual review and in respect of which The Financial Times ran the headline: “Bankers battle with ethics versus career quandary”.

Based on a survey of 28,000 employees at banks and building societies “more than a third fear negative consequences of voicing concerns…one in eight had seen instances where unethical behaviour had been rewarded…[a large number saw] a conflict between their organisation’s values and how it did business”.

“Conduct” has been commoditised as a term, reduced to a box which needs to be ticked, just like board “effectiveness”. Unless and until “the business” honours the spirit as much as the letter of the law then nothing will change and it’s only a matter of time before we open our newspapers to the next avoidable corporate scandal.

If a company’s Risk Register is a list of top and emerging business, legal and reputation risks, which could affect outcomes, it follows that conduct by directors should go right to the top of that list because most risks are forged in the crucible of boardroom relationships.

The topmost risk is the risk of systemic weaknesses in board decision-making and governance due to the failure of each director to change their worst behaviour and exploit their best.

What if the Legal function, in addition to the regular “calling out” it currently does as part of “BAU”, addressed this matter head on and became an agent of conduct change and demonstrated a link between improved conduct and reduced legal risk? Would that not make the annual battle that is the GC’s lot, of making the business case for legal spend easier?

My proposal is that you, in your role as in-house counsel, can choose to change the status quo. The incentive to do so is threefold: your function will receive more money if you sell in the idea properly; the business will be better protected and, crucially, your job will be more fulfilling.

But I don’t believe that the nettle has yet been fully grasped regarding the relationship between the GC and the CEO. I have spoken and written about this many times, particularly in a pamphlet entitled The GC-CEO Relationship post Global Financial Crash: Flourish or Flounder?. I help GCs and CEOs to grapple with these issues in the first hundred days of a new role. So I am close to the arguments on both sides.

The core of my argument is that GCs often fail to confront CEOs with the truth that they cannot do ten things for seven dollars, if ten things actually cost ten dollars. Often they retreat to the “diving catch” mode drummed into them at law school which is that you get it done, no matter what. This behaviour must have a knock-on impact on the time available for ethics management.

I acknowledge that many lawyers disagree with me on this point and feel that the 10 for 7 argument is a red herring.  Indeed some feel it’s an affront to their professional code of doing what needs to be done. I respect this view but disagree with it.

I propose three actions:

First, the CEO should accept that they are, de facto and whether they like it or not, the chief ethics officer, all lower case.

Second the GC should help the CEO to publish a company wide ethics policy, heavy on the spirit of good behaviour and conduct, light on regulation and they should place director conduct at the top of the risk register.

Third, the GC and CEO should sign a Memorandum Of Understanding reflecting the reality of their relationship – and the reality that the GC role is a unique and tough one  to execute – and which promises “only to deliver seven things for seven dollars”.

The CEO must then take responsibility for the missing three things, especially if one of them is withholding budget for Legal to spend time on the important, but not urgent, matter of helping to create an ethical culture.

In practical terms, the GC and team – down to the most junior lawyer – is in a position to contribute ideas to creating an ethical framework on a daily basis because they see things others don’t.

Whilst contributing to the creation of an ethical culture is the responsibility of every function, in-house teams have a particular budgetary incentive to champion it because, by helping the company to avoid conduct risk in practical ways, they would have to work less hard to justify their budgets. For many, that would come as a blessed relief.

A version of this article will be published in the August 2017 edition of InsideOut, the online magazine of the Law Society’s In-house Division, their community for in-house lawyers.

What operating boards can learn from Game of Thrones

Last week, whilst home alone and idly channel hopping, I stumbled across the Top 20 Game of Thrones Moments as voted by “you the viewers”.

“I’m-not-a-Game-of-Thrones-viewer” I shouted slowly at the telly. This behaviour is an indication, I’m told, of early onset Victor Meldrew.

In truth, I have in fact watched bits of the series when battling to switch channels with my daughter, and losing those battles.

“Gratuitous sex and violence. Gratuitous-sex-and-violence”, I said – twice – when asked what I thought of it.

But somehow, that evening on my own, there seemed to be a difference between being forced to watch an episode and analysing a Top 20 countdown. Countdowns are different.

And Top 20s are special, no matter what the subject. I caught that bug from Radio Luxembourg at boarding school, ’72-’78. Never recovered. I’ll watch a Top 20 anything.

So, I decided that I would endure watching The Game of Thrones Top 20 Moments for the benefit of my customers, readers and, I suppose, as a kind of study in anthropology.

I stuck it out. Clip after clip of the most unimaginable violence and every manner of sexual intercourse known to man, woman or beast. These were inter cut with “comment and analysis” from a wide spectrum of GOT (is that the right acronym?) fans. Some of these were even adults.

The series apparently has made television history for one reason or another and that in itself must mean that it might contain “learnings” for CEOs and boards about “behaviours”. I’ll do my best:

First, bad people do bad things to good people and get their comeuppance, sooner or later. True, even in banking scandals.

Second, some people like watching other people suffer. It’s called “schadenfreude” whose emotional sibling in the boardroom is shaming.

Third, if you press your thumbs into someone’s eyes as hard as you possibly can you will make a mighty mess. Although there are directors on boards who dream of doing that to other directors there is no known record of it happening at a board meeting. That said, the emotional equivalent is a regular occurrence.

So, should boards use Game of Thrones at their next training day? No. The truth is there’s nothing in the series about behaviour that most board members don’t know already.

There’s lots of familiar M&A with the emphasis on the A. The series contains shed loads of hostile takeovers but without any bids. And there’s no shortage of SM scenes – what board of directors can honestly claim zero tolerance for emotional sado-masochism?

And my favourite moment? None. T’was all gratuitous-sex-and-violence. But perhaps, on reflection, there was one moment that could be termed redemptive. And that was when Hodor holds the door (hence his name, geddit?) to prevent a hoard of zombies killing his mate.

Reminds me of a story I heard years ago about a senior executive who deliberately took a “hit for the team” in his annual performance review so that the scores in the forced distribution bell curve system worked out ok overall.

Whilst I wouldn’t condone such behaviour, no matter how well intentioned, it nevertheless demonstrates that sheer madness isn’t restricted to television drama.

To be fair to Game of Thrones – it doesn’t pretend to be what it’s not; unlike some organisations which still use performance management systems that masquerade as mutton dressed as lamb.

 

 

How to turnaround an unhappy board of directors in three steps

With apologies to Tolstoy, all happy boards are alike; each unhappy board is unhappy in its own way.

Unhappy boards consist of unhappy directors. This is obvious. But since people speak of boards as if they are people – anthropomorphism, to give this behaviour its technical term – they need reminding that they’re not. It’s the directors who are unhappy, not the board.

Happy boards outperform unhappy boards because unhappy, stressed and frustrated directors don’t perform as well as those who are content, energised and empowered.

The reasons for unhappiness will vary from director to director. But directors share one systemic grievance, also shared by their workforce, which is that work in the 21st Century is often not very fulfilling, at all. The happiness at work surveys, which make for grim reading, bear out this assertion.

If directors can address the systemic issues between themselves on the board, can you imagine what they can do for the rest of their workforce?

I believe the world of work can be fulfilling. Not 100% of the time of course, but I believe in the 75% rule that three-quarters of the time you should be able to say: I’m happy at work. But the world of work is still not what it could be especially for those who sit on boards.

We have only ourselves to blame. In the 20th century we permitted a framework for work to develop which created three components that ensured people became and continue to be trapped on a treadmill:

  • The maximisation of shareholder return as a primary purpose
  • Human capital management designed to serve that purpose
  • Exploitation of human and other resources as the main focus of boards

But the movement towards a new model has been building for some time. Everyone knows that the shareholder framework is no longer fit for purpose but have struggled to break its grip.

As far back as 1994 Charles Handy published The Empty Raincoat to set out a “…philosophy beyond the impersonal mechanics of business organisations…if economic progress means that we become anonymous cogs in some great machine, then progress is an empty promise”.

Even mainstream human capital writers like Jon Ingham were trying to humanise thinking in the early part of this Century in his book Strategic Human Capital Management – Creating Value through People, recognising that value can’t be created through any other means.

In what has been considered a “ground-breaking book”, Frederic Laloux’s Reinventing Organisations (2014) set out a thesis that “a new shift in consciousness” is underway which could help us invent “a more soulful and purposeful” way to run our businesses.

He sets out what he calls a “Teal” approach to this new way. This includes self-management rather than cumbersome management structures, bringing the whole person to work and what he calls ‘evolutionary purpose” focusing on what society wants from the business and not on the bottom line.

These are just three of many writers addressing these issues. Their work has been augmented by the growth of “not just profit” movements, which sprung up after the Global Financial Crash in 2008. These include Blueprint for Better Business (of which I am one of several advisers); B Corporations and Tomorrow’s Company.

Many of these use “top down” approaches that have strengths and weaknesses. My contribution to this canon is to take an individual rather than a corporate approach. I believe in individual change as an agent of, so called, organisational change, using the following steps:

First, while I agree with others that the purpose of organisations should be to make all stakeholders equally happy – shareholders/other risk takers, workers, suppliers, their families, their communities and future generations through the proper use of the physical environment involved in the business – I nevertheless believe that they will do so only if directors unilaterally grant themselves permission to do so.

The block so far is that directors are afraid of the investor. But if investors are educated to understand that they are not getting as good a return on investment without conceding to equal stakeholder happiness, then they are likely to give it. The first step, therefore, is to take responsibility for enlightening them.

Second, It has always struck me as odd that companies motivated – red in tooth and claw as it were – by profit, continue to allow their workers, especially their highly paid directors, to leave large chunks of their value at reception because boards have failed to create an environment which encourages them to bring their whole selves to work not just the part circumscribed by their job description or, more often, by the culture of the organisation.

The reason of course for this is linked with the first step, but also because they may not know how, precisely, to deal with the whole person. As one delegate quipped rhetorically at a people conference: “Do we really want people to bring their “whole selves” to work? Really?”

Third, is what I call the “paradox of small change” which is that small changes lead to big outcomes. Changing just ten interactions out of every hundred is just 10% change.

That’s small change. But it’s hard to do. You must start with yourself if you want others and your world of work to change; then you must accept that organisations don’t exist, except in law and in the minds of people who work in them, save that they are groups of individuals who are struggling to be who they should be.

If your board is unhappy and you’re serious about doing something about it, start by demanding equality of return for every stakeholder in the business; then find out what each director needs to be happy, 75% of the time and, finally, negotiate the behavioural small changes required to create an environment in which these are met. That’s it. Simple.

CEOs: learn from Mrs May, disband your inner circle today

Many CEOs have, like Mrs May, an inner circle. It’s lonely at the top. You need people around you that you can trust, to tell you the things you need to hear or, if you’re weak, what you want to hear.

There’s nothing wrong with these inner circles provided they are informal and counterbalanced by a board with a formal governance process and in which power truly resides. The issue here is the location of power, not just leadership style.

Mrs May, allegedly, relied on her inner circle to the exclusion of everyone else. The cost of this error will be high. But it’s not as if she didn’t know that her leadership style was a matter of concern for many. Indeed she revelled in her reputation as “a bloody difficult woman.”

And she was not alone in her approach. The ink is barely dry on The Chilcot Report which highlighted Mr Blair’s “sofa style” decision-making as a contribution to the errors in the Iraq war.

So why do many leaders persist in making this unforced error? The answer is that they have no incentive to change. They believe that their behaviour got them to the top, so why change it?

Mrs May didn’t become a micro-manager overnight. It’s part of who she is and how she got to be Prime Minister.  Her identity must be bound up with distrust of others. In that respect, she is typical of many leaders I encounter in the course of my work.

If the cause of the behaviour is easy to diagnose, the cure is less so. It demands behavioural change, and that’s hard unless it’s taken in small steps.

So, if you’re a CEO with high emotional intelligence (EI) and therefore the self-awareness to know that you are behaving like Mrs May or Mr Blair, and know you should stop it but don’t know how then here’s how:

Step 1: Assemble your full operating board and ask each member to acknowledge their outstanding behavioural weakness. Start with yourself. If some less emotionally intelligent members are struggling, play “the least likely to say” game. That will soon flush it out.

Step 2: Start trading behavioural change deals as in “I’ll micro-manage 10% less if you acknowledge your mistakes 10% more”. Then legislate for the breach of these deals.

Step 3: Announce that, in future, no major decision will be taken without full discussion by the entire board and at which meetings and by rotation one member will act as Devil’s Advocate with full permission to question the rationale for each decision.

“Pigs will fly”, I hear you mutter in response to these steps. Not true. This process works. I have facilitated it many times. It works because there is an incentive to make yourself vulnerable, to change and to move to a higher level of leadership behaviour. The latter is the real prize because it feels good and it makes you a better leader.

And let’s be clear, micro-managers don’t enjoy micro-managing. They find it exhausting, energy sapping and time-consuming. Most of all it hides latent greatness. One micro-managing CEO I worked with and who did reduce his meddling behaviour using my small change approach, reported that he had more time, a happier team and, I believe, developed higher levels of trust.

I’m sure that there’s a different, more trusting, softer side to Mrs May. One that we have not seen, although one hears that the 1922 Committee had a glimpse of it during her belated mea culpa. See what I mean about incentives?

If I had my way, every leader would have to spend a minimum of one year at Emotional Intelligence School (EIS). There they would undergo mandatory weekly psychotherapy to process formative years’ experiences; they would study psychology and behavioural science, and above all, they would have to pass a boot camp type test on the benefits of good corporate governance. That would teach them never to rely on an inner circle, ever.

Leadership has lost its meaning in politics and business

The exact outcome of the UK general election is, at time of writing, distinctly uncertain. But the fate of leadership as art and science in politics, and indeed business, is not. It’s losing its perceived value.

The security forces remain the last bastion of respect for the term. And that’s only because people won’t obey orders in extreme conditions unless they are properly led.

Many years ago a client, an ex Royal Marine, told me that during his training the men and women under his command called him “Sir” until one day they started to call him “Boss”. “Why?” He asked. “Only now are we truly ready to be led by you into a war zone”, they replied.

Politics and business are not war zones. But people still need to be led. They need someone to create an environment in which they can do their best work, to decide on strategy and to keep stakeholders happy. That’s what leadership is.

But the political leaders in the general election are not leading their teams. We never even see them in photographs alongside the very teams they will lead if they win. Instead they behave as if this is a presidential election. It’s not.

Mrs May or Mr Corbyn will, whether as HM Prime Minister or HM Leader of The Opposition, have to lead their cabinet or shadow cabinet. They will not be leading the people. They will be representing them.

But neither leader has properly led their team during the campaign. I fear they won’t do so in power either. And we, the people, will greatly suffer. It seems that the leadership lessons of The Chilcot Report remain unheard and unheeded.

The quality of leadership in business, as in politics, is in indirect proportion to the frequency with which the word is used.

Witness the derision with which the repetition of the phrase “strong and stable leadership” was received. A “strong and stable presidency” would have been a more honest slogan. And references to “the many and not the few” would ring true if we could believe that the work required to execute that hope will be led appropriately.

By way of contrast consider this quote: “Our experience has proven to us that when you get the people proposition right, execute it well, put your hand up when you make mistakes, are humble enough to see this as a continuous improvement process (you never get to where you really want to be but you are always striving for it), then that’s when you really engage the hearts and minds and energy of the workforce.” That’s Adrian Bettridge, Managing Partner of Baringa Partners which took first place this year in the UK’s Best Workplaces Large Category. And if he practices what he says, then his would be a useful model for good leadership.

I mentioned to a colleague that I was writing this piece about current examples of poor and good leadership and he said, “There has been a show of leadership from a rather unexpected quarter this week. A display of empathy, self-awareness, generosity and personal courage from a 23 year old American pop singer, Ariana Grande. She has behaved magnificently under extreme pressure and no doubt huge emotional strain. In behaving as she has, she has perfectly judged the moment and behaved selflessly in the manner of a great leader.” I think he’s a fan but, certainly, if a strong display of what used to be called “character” is a sign of a nascent strong leader then I agree with him that she is a good example.

Politics and business reflect the values of society. Increasingly, society is focused on individuals as opposed to groups. I like this focus on individuals because I believe that the uniqueness of individuals is under exploited in businesses. But, equally, businesses are groups of individuals and they need leaders. We can’t encourage individuality without also supporting how that individuality can thrive in a group. This balance is difficult to achieve but is what leaders must do if they want to achieve the best outcomes.

I feel gloomy about the prospects for good leadership in the new parliament irrespective of the outcome of the election. Hopefully people in business will take heed of the perilous state of leadership in politics and work to avoid it in their organisations by ensuring that everyone understands that leadership is a series of actions and not the human equivalent of a beermat folded and inserted under the wobbly leg of a restaurant table.

The Small Change Paradox: how to transform leaders, boards and work in the 21st. Century

Ideally your organisation should be comprised of leaders and followers who all share in an exciting purpose. And, if you’re a leader, your job is to create an environment in which the people you lead thrive in the service of that purpose. That’s the dream.

But we’re not even close.

The financial crash of 2008 put an end to any doubt, if any existed, that the world order had changed. Fundamentally, you’re on your own. There is no social contract. Yet organisations still cleave to human capital asset and human resource models as if they own “their people” by some sort of magical unwritten consent. They don’t.

Despite many attempts at modernising work theory, most organisations doggedly refuse to come anywhere close to leading the revolution necessary. That’s not because they don’t want to. They desperately do. Most people would love to change the system but they’re afraid of being the pioneer with the arrow in their backs.

They’re waiting for permission to change. And so they wait. And wait. But Godot never comes.

The answer to this dystopia is evolution, not revolution. It starts with you. If you are a follower and you change how you behave at work others will change too. This may seem like pie in the sky, which is why most people don’t attempt it. That and, of course, not wanting to “rock the boat”. But small change doesn’t cause big waves.

If you are a leader and you change how you lead, then the evolution will be even faster. Your career will yield more fulfillment and your organisation will improve in the process.

The term “Change Management” has been part of the business lexicon since the 1960s. Somewhere along the way this morphed into the now widely used term “Transformational Change”. This came to be used as shorthand for an organisation wide step-change or the fabled quantum leap forward.

The term is now as ubiquitous as it is meaningless. Change is change. Transformation is different. In my experience organisational change comes from individuals changing their worst behaviour. That’s where the transformation occurs. Your worst behaviour is that behaviour which others experience as having the most negative impact on them and on the objectives of the organisation. And you don’t have to make big changes, just small changes in improving your worst behaviour and exploiting your best.

In general, there will be broad consensus on the exact nature of this behaviour. It’s easily discovered by playing the “Least Likely To Say” game with your friends. They will very quickly let you know what it is. If you are self-aware you will know before they tell you.

Your best behaviour is probably hidden from you as you read this. It’s what you’re capable of achieving given half a chance. If supported in making small changes to your worst behaviour your best will be revealed to you by you and from feedback from others.

This is an exciting prospect for you and for the organisation for which you work because you are unique and small changes in unique beings are highly visible and impactful. Uniqueness has never been celebrated but denied. Management speak reinforces this commoditisation of people: you’re a hire; a direct report or a leaver. You’re certainly not seen as unique.

But you are unique – check out your fingerprints – and your organisation is made up of unique people which makes it infinitely dynamic because each person can trade in unique behavioural change agreements. This means that you can agree to make small changes in your behaviour on the understanding that others will reciprocate. With this approach anything is possible. Leaders, boards and work itself could be transformed through small change at low cost, high return. What’s not to like?

Directors: Why your conduct should go to the top of your Risk Register

Conduct risk is now a familiar term in the financial services sector, not by choice, but because the Regulator has regulated conduct heavily since the Global Financial Crash. Not that regulation seems to have made a huge difference.

At least the Regulator has put the term “conduct” on the business road map albeit the effect is like a speed camera which slows us down in high risk areas but after those tell tale markings on the road, we all put the boot down.

However, the regulators of the conduct of those in the financial services sector do not own exclusive intellectual property rights to the term nor would they want to claim such rights. You are free to use it in your business and especially on your board without fear (save that some on your board may fear it).

This raises an issue regarding a related term that has achieved widespread currency in all sectors and that is behaviour or, rant alert, “behaviours”.

My rant is not about semantics, although there is a grammatical point to be made here: behaviour is a mass noun with no plural. The more important reason the accurate use of the word matters is because: how someone behaves is unique to them. This means how we behave as a group, for example a board, is also unique. It is why we should resist the seemingly “codifying” trend of using the word “behaviours” as if they can be policed like a charge sheet from afar.

The word behaviour reflects the complexity of human nature. “Behaviours”, on the other hand, suggests uniformity. For example, the precise nature of Mr Trump’s bullying behaviour is different that of Kim Jong-un’s although you might rightly argue that both could result in a nuclear holocaust.

But what is the difference between conduct and behaviour? It depends on the context. Conduct refers to the result of continual observation as in “Lucy received a Good Conduct Award last year” or “The conduct of all parties in the election campaign was shocking” or “The conduct of the Banks has improved/not improved since the crash”. Delete to taste.

Behaviour is about immediate interactions as in “Billy’s behaviour in school yesterday was unacceptable” or “The CEO’s behaviour when challenged at the last board meeting was outrageously bullying, to say the least” or “The Chairman was quick to call out unacceptable behaviour by some directors at the AGM”.

If a company’s Risk Register is a list of top and emerging business, legal and reputation risks which could affect outcomes, it follows that conduct by directors should go right to the top of that list because most risks and opportunities are forged in the crucible of boardroom relationships.

So what language might directors use to describe these risks? I feel just one entry at the top of the Risk Register would capture most issues:

Conduct Risk: The risk of systemic weaknesses in board decision making and governance due to the failure of each director to change their worst behaviour and exploit their best.

And how can this risk be mitigated, realistically? It’s simple: each director should trade a change in their behaviour for a change in another’s.

The problem with traditional change programmes is that they lack the right soft incentives to attract directors who value only hard returns.

The feeling that the person who winds you up most on your board might change their behaviour if you change yours is often enough.

This approach might have prevented defeat software being included in cars; false accounts being created in banks or a myriad mis-selling scandals avoided.

But these are the big stories. What about the thousands of board meetings going on up and down the country today where poor conduct prevails because of unchecked behaviour? And what of the cost: real and opportunity cost?

These are the stories which lead to creating that great Yorkshire understatement: “trouble at t’mill”.

And how stressful, and damaging and awful to the individual director a troubled board can be. And worst are those who say: “That’s not us”. When I say, “How do you know?”

I propose every board appoints one director as official “Devil’s Advocate” at the beginning of every board meeting. Each director would get a turn. Their job at that board meeting with the agreement and full mandate of their colleagues would be to challenge everything, bar nothing.

This step would help reduce conduct risk and might even surface some opportunities which otherwise would have remained buried.

There’s nothing more positively cathartic on a board than the removal of fear.