Archive for the ‘Teaching and Education’ Category

Can A Harvey Weinstein Situation Happen to Your Board?

Here is a hypothetical situation that I have encountered many times.

I am invited to observe and assess a board. When I do, I immediately see the red flags. I make hard-hitting recommendations, which have included the CEO and certain directors being fired.

Why does it take me to do what the board should have been doing much earlier?

Boards can be very defensive, and even in denial to what is blindingly obvious. “We missed it” or “it was a rogue employee” is their common defense.

Boards are now asking, “Could a Harvey Weinstein situation happen to us?”

The board’s role in overseeing corporate culture, potential harassment, and other conduct risk is increasingly being turned to by boards and regulators.

Here are twelve suggestions for boards to oversee conduct risk properly within their organizations. The best boards I work with do all of this. The worst do not.

1. Act on your hunch.

If you have a question or concern, most of the board shares the same concern. Ask the question, and ask the second question. And if you don’t like what the answer is, press further. Where there is smoke, there is often fire. I have interviewed over a thousand directors over my career. The most common regret directors have is twofold: (i) I didn’t speak up when I should have; and (ii) I didn’t fire the CEO soon enough. One corporate secretary after a recent public scandal told me, “when the board does not ask questions, we have succeeded.”

2. Insist on proper whistle-blowing.

Many whistle-blowing programs are flawed. They are not anonymous, protected, independent, rewarded or remedied. That is the board’s fault. Not surprisingly, people (especially women) do not come forward for fear of retaliation and career harm. If you think conduct risk is not occurring within your organization, you are wrong. It is just a question of degree. Bad news needs to rise, and go around management and directly to boardrooms. If bad news does not rise to the board, it does not go away. It gets worse. Good boards insist on proper channels directly to them.

3. Renew your board regularly.

New directors see things that long-serving directors may not see or may be accustomed to. A fresh set of eyes can be invaluable. Have term limits for directors or regulators will impose them for you as is being done in several countries. Have a diverse board. Homogenous boards engage in group-think and do not ask tough questions.

4. Do rigorous interviews and background checks.

Ensure that employees, agents, management and directors go through thorough and ongoing background, reference, social media, personality, criminal and financial checks and testing. People’s personality will not change. If you do not know someone’s faults, you have not done your homework, and they are a risk to your reputation.

5. Remove management regularly from boardrooms.

Remove management from a portion of each board and committee meeting. Have a safe space so directors can speak confidentially. These “in camera” sessions are the main way that directors voice their concerns not within earshot of management. In camera sessions are the greatest contributor to board effectiveness, directors tell me.

6. Act immediately at the first sign of an ethical lapse.

The standard you walk by is that standard you accept. When you see discrimination, disparagement, or unfair treatment, call it out. Speak up. And when necessary, fire the CEO or senior manager at the first sign of a lack of ethics. Otherwise, you signal to the entire organization what is acceptable to you. Boards have suffered by not acting when they should have. And if your board does not act when it should, resign.

7. Receive dis-confirming information on company culture and executives.

If you get all your information from management, you are only hearing one side. Receive your own social media analytics, look at chat rooms, hear from employees, use google alerts, commission independent reviews, hear from reporters and analysts, walk around, and listen to what you hear and observe.

This does not mean that you are micro-managing, only that you are getting full information. If management tries to block you or dominate your information flow, that is a red flag.

8. Receive employee feedback.

Retain survey providers to conduct employee morale surveys that are directly provided to the board and untampered with by senior management. Ask for qualitative exit interview results, staff turnover rates and litigation compared to your peers. Consider putting an employee on your board, or having an advisory committee or a designated director to represent the employee viewpoint.

9. Look at how employees are paid.

People behave and take risks based on how they are paid, including customer-facing employees all the way to senior management and your CEO. Look at how pay incents conduct. Make sure that employee engagement forms a healthy portion of CEO incentive pay.

10. Protect yourself and the company.

Benchmark management contracts for conduct and ethics clauses. Define just cause for dismissal to include ethics. Have fair treatment form part of all employment contracts. Ensure your Code of Ethics and Diversity Policy are conditions for incentive pay to vest, and claw it back if you discover misconduct after the fact.

11. Benchmark your diversity and inclusion policy and practices.

Many human resource policies are legalistic and do not provide adequate examples and training. Train on unconscious biases. Provide examples of heterosexism, islamophobia and transphobia. Have voluntary, confidential self-identification of gender identity and LGBTTIQQ2A. Have a diversity and inclusion best practice presentation directly to the board of directors, as tone flows down from this.

12. Be vigorous in your fiduciary duty.

Management may play the trust, confidence or micromanaging card. Press on. Insist on behavioural and integrity controls, and independent auditing of these by the internal auditor, who should report directly to you, not management. Many conduct failures have happened because senior management blocked access to the auditors from the board. Have internal audit test the controls for culture and integrity (including complaints, reaction time, investigation protocols, record keeping and non-retaliation) and report directly to you on their findings.


Governance is changing. Board are becoming far more active and are investing significant time in their duties and responsibilities.

There are occasions where the best efforts will fail, but for the most part conduct failure happens when a board is complacent and fails to act when it should.

Dr. Richard Leblanc, Editor of The Handbook of Board Governance (Wiley, 2016), can be reached at

Harvard and MIT Innovate: Rest of HigherEd Should Take Note

Something happened this week in higher education that you may have missed. Harvard University and Massachusetts Institute of Technology (MIT) teamed up to announce a $60M investment in “massive online courses,” known as edX. This initiative was said by the Atlantic to be “The single biggest change in education since the printing press.” In this nonprofit venture’s pilot course on “Circuits & Electronics” developed to test the market, there were 120,000 students. 120,000! Signing up for electronics! There were more students registering for this single online course than MIT’s entire entire alumni base, it was said in a press conference attended by both university presidents and the press. See the impressive video here.

Technology has come a long way in the last five years. Platforms are not clunky, but enjoyable, robust and user-friendly. Just as boardrooms are becoming paperless, through the use of portals and tablets, so should classrooms. However, more change is coming in the delivery of learning and access to global students in emerging markets. For universities, this means competition is now global, beyond the bricks and mortar of their campuses. Of course, companies compete globally already, but boardrooms too will change. Global directors will be able to participate in board meetings without leaving their home country, and without a decline in meeting quality. Shareholders will have access to boards and companies directly through their computers or even smart phones. Technology makes interactive, instantaneous communication and voting possible in ways we may not even imagine.

Do the numbers bear out a $60M investment in online learning and digital media by Harvard and MIT? Consider this as a real sample: I am scheduled to teach Corporate Governance this summer at Harvard University. The course currently has 33 students enrolled. A governance course I taught last year at Osgoode Hall Law School also had 33 students. A course I taught to undergraduate law students had only 6. However, my LinkedIn group, Boards and Advisors, now has 2,689 members and is climbing at a rate of 7-10 new members every day. We are not constrained by class size. We have group members from the Securities and Exchange Commission, the Office of the Superintendent of Financial Institutions, and Industry Canada (in the past week). I post everything I read and interact with members on a daily basis, facilitating discussions, stimulating peer dialogue and insight, and ensuring the proper tone. This group has more members than even those of the National Association of Corporate Directors in Washington and the Institute of Corporate Directors in Toronto (at 2,043 and 1,293 members respectively). Directors thirst for content, dialogue and networking, all of which occur in this group.

Consider this too: Of the total universe of corporate directors, most do not attend in-person conferences at director associations or universities. It is too costly and not a wise use of their time. At the NACD annual conference, about 800 directors attend. But there are 10s if not 100s of thousands of directors on public, private and nonprofit boards, within the US alone. Would these directors want to have access to learning that was convenient, interactive and customized to them, at a reasonable price? Hmm, I wonder.

Harvard and MIT are banking on the fact that students in India, China (with 100s of millions of people and ~ 8% growth rates) and all over the world will use home and office computers to take their courses, without having to come to Boston as residential students. They are investing in a nonprofit venture to ensure robust platforms, customized learning to suit each student, processing of big data and tests in real time (which will assist research), and internal controls over academic integrity – all with a view to come as close as possible to the classroom experience in real time, and in some respects superior. Even instantaneous language translation may be possible. Mouse or cursor analytics tracking may tell teachers and researchers how students learn and what works and doesn’t. Courses will be free and universally accessible, but eventually users may likely pay. Certificates and degree programs are also possible.

Speaking of brand and the ability of universities to deliver online education, it is also debatable whether private companies or associations are best to deliver education. They may be conflicted with service providers who pay-to-participate in programs, which affects the curriculum. Private for-profit companies may not devote resources keep platforms or curricula current, or ensure internal controls over marking and integrity. The best programs may ultimately be academic-practitioner team-teaching where the academic brings rigor and proximity to research, and practitioners bring real world experience.

This movement by Harvard and MIT is a game changer that signals potential obsolescence of traditional educational delivery that refuses to change. But it also points to governance shortcomings of universities who are behind the curve and bloated. Technology should bring costs down to the end user, not up. However, costs to students even with technology to date continue to rise, as does class size. Students graduate with crippling debt. Witness the student demonstrations in Quebec, which have received worldwide attention. Boards of universities are too large and should be populated with more hard-hitting businesspeople with a stellar track record and mindset of innovation and value creation, who not only see the future but have helped shape it, and who can tell university presidents which way to part their hair.

Governance reform in healthcare has started, but needs to extend to education. In hospitals, for example, there was a survey that revealed that most hospital boards do not pay the CEO for performance. (This is the most important responsibility a board has.) Shortly thereafter, the Premiere of Ontario in 2010 enacted legislation (see “An Act respecting the care provided by health care organizations”) to compel boards and senior management to measure quality for stakeholders, and link these quality metrics to executive pay. (See summary slides here.) These reforms are now under way and the Ontario Hospital Association is commended for its efforts in pay for performance (see March 2012 slides here and a backgrounder here), and focus on governance (see the OHA’s Governance Centre of Excellence here). This is exactly the type of reform that is sorely needed in universities. There are layers of administration without any visible linking of pay to performance. Costs are being passed on to students, who can least afford it. Quality metrics should center on innovation and the classroom for universities, similar to wait times for hospitals. Value and cost savings are being left on the table for universities.

Just yesterday I walked by another bookstore in my neighborhood that has closed. Change is afoot and the longer higher education waits to innovate, the more compromised they – and society – will be.

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