The Case for Researching Values, Integrity, and the Board Agenda - Corporate Governance and Business Ethics

Although this research is exploratory in nature, the results support the proposition that the meaning of integrity varies with one’s dominant values. The analysis and interpretation indicate that those with different values will have different interpretations of integrity. This research now needs to be applied to boards and their value systems to truly understand the integrity dynamic in the boardroom in relationship to the board agenda.

It is equally evident that further research must also analyze board agendas to discover whether the board agenda, the “talk”, resonates with director’s values and is coupled with action to create board engagement. If agendas do not reflect the values of the board, this results in disengagement, dispassionate boards, sub-optimal decisions, and a waste of the board’s precious time.

Boards can use values research to re-focus the board agenda on issues that resonant with the values of directors. For example, if further research into director’s values confirm that members’ operative values are predominantly Inner Directed, more time must be devoted to the ethical issues of “doing better things” and less with the Outer Directed issues of “doing things better” or compliance issues (“doing the right thing”) that resonates with the Sustenance Driven. Excessive talk of “shareholder value” how to make money which drives the Outer Directed is every bit a passion-killer for Inner Directed directors if it is not balanced with a discussion of how it is going used for “good works”. Taylor’s (2003) categorization of different board styles as shown in Figure reflects a values driven agenda perspective.

Taylor’s-(2003)-Corporate-governance-systems

Taylor’s-(2003)-Corporate-governance-systems

Taylor (2003) argues that most companies operate either “business as usual” or are so obsessed with compliance to Sarbanes Oxley that the board agenda is all about corporate governance control. Whilst this would engage Sustenance Driven directors, it disengages Inner Directed directors. Individual entrepreneurship is risky, especially if the entrepreneur may not be around forever. Corporate Entrepreneurship is the most engaging role for an Inner Directed board to play. In this system, board leadership is about corporate renewal: inventing tomorrow’s company today. Ensuring all board members understand its role and that the board agenda reflects this would help explore underlying assumptions of what directors perceive to be its role and ensure positive emotional engagement. Therefore, board agendas can be rekindled and refocused to ensure positive emotional engagement by taking a values-based approach to scrutinizing the values of its directors towards creating passionate boards. A passionate board requires integrity plus action; integrity without action equals indifference.

Research into the values of boards’ directors could also be used to gain insight into their board culture, i.e., the dynamic between the personal values of the Chief Executive and those of the other directors. What makes perfect sense to a CEO from his/her values or appear to have “behavioral consistency” from the lens of “shareholder value” will create disease and disengagement amongst directors with different values and vice-versa. Therefore, knowing the values of the board not only facilitates board development in a general sense but also where director’s sense of integrity comes together and pulls apart with other directors.

Finally, boards, regardless of directors’ personal values, could use values as a tool to discuss issues from different value groups’ perspectives that would unearth the key drivers and feelings that underpin board issues. Imagine a board discussing an issue (e.g., whether to take over another company, set up operations in another country, etc.) and discussing it from a particular value groups’ perspective, e.g., an Outer Directed perspective, by getting into that mental state of mind and, by so doing, thinking and feeling how they perceive it and their likely reactions (and so forth with the Inner Directed and Sustenance Driven mind sets). This would allow the board to get to the crux of an issue rather than gather opinions from debate and never getting to what’s driving those opinions. Moreover, it would allow the board to appreciate issues from different perspectives that are not necessarily represented on the board (e.g., Sustenance Driven) and simultaneously getting the perspective of the organizations’ different stakeholders’ values. It has the added benefit of depersonalizing issues as well as challenging and sharpening the director’s perspective in a non-threatening and enlightening way.


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