Archive for the ‘Governance’ category

The Week in Ethics: Wells Fargo’s Next Move? 10 Suggestions

September 22, 2016

Update: See my 12/10/16 Business Ethics column on Where Wells Fargo Goes From Here .

Update: In October 2016 Timothy Sloan replaced Chairman/CEO John Stumpf, becoming CEO and President. The chairman role was split and given to independent lead director Stephen Sanger.

Update: September 27, 2016: Wells Fargo Independent directors issued a statement  they will lead an investigation into “the bank’s retail sales practices and related matters” with the Board’s HR Committee and independent counsel. Chairman/CEO John Stumpf to forfeit $41 million unvested equity awards and “will forgo salary during the investigation.” The U.S. House Financial Services Committee will hold a hearing on bank’s “unauthorized customer accounts” on 12/29/16.

How will Wells Fargo resolve the ethical and culture issues it faces? And, how will it move beyond a poor showing at the Senate Banking Committee hearing and start to rebuild trust? First some background. Then 10 suggestions.

The best thing a CEO with strong convictions about the “rightness” of his/her own position can do when embroiled in a crisis is to spend time with trusted sources (inside or outside their company) who see things very differently. Being open to these viewpoints and questions iphone-pictures2-222and multiple perspectives raised make it harder for  CEOs to stay wedded to their position. However, once a CEO is under fire the temptation to stick with like-minded people can increase. What’s lost then is stimulation to think deeply about different aspects of an issue to gain new insights and awareness that enable developing alternatives legitimately aligned with values. Being stuck in “rightness” can lead to error blindness, a term popularized by Kathryn Schulz  who points out, “Trusting too much in feeling you are on the right side of anything is dangerous.”

It can lead to decisions that put a CEO on the defensive in front of a U.S. Senate hearing, as John Stumpf Chairman and CEO of Wells Fargo experienced September 20, 2016 testifying before the U.S. Senate Committee on Banking, Housing & Urban Affairs.

Stumpf was questioned about the bank’s unauthorized accounts and allegations of a pressure-cooker sales culture which became public in 2013 (Los Angeles Times story) and continued. Wells Fargo has fired 5,300 employees, paid a fine, faces an investigation into its sales practices by New York and California federal prosecutors and can anticipate an upcoming hearing by the U.S. House Financial Services Committee in addition to follow up from the Senate Banking Committee. Earlier this month The U.S. Consumer Financial Protection Bureau filed a consent order outlining findings of the bank’s “improper sales practices”from 2011 to 2016.

A few days before the Senate hearing Stumpf, in an interview, disputed Wells Fargo has a culture problem. He maintained that stance with Senate committee members, while indicating changes the Bank planned to make. However, the bipartisan committee was united in criticism that Stumpf, the Board and senior leadership hadn’t gone far enough, fast enough and weren’t showing accountability. From the Republican Committee chair to Democratic challengers, Senators didn’t buy that the bank’s culture isn’t an issue.

Where does this leave Wells Fargo? Anyone who has been through corporate crises — as I and many others have — knows that criticism from outsiders is hard to take. However, there are huge pitfalls if Mr. Stumpf stays locked in the “rightness”of his position (in spite of his 30 plus years service at Wells Fargo, presiding over several of its acquisitions and knowing his industry and company better than outsiders).

His performance at the Senate hearing this week indicates his time has been spent with legal and public relations teams and like-minded insiders. Getting out of a crisis, turning around a culture and re-earning political and public trust, doesn’t happen by working harder with the same mindset. (The much touted definition of insanity is doing the same thing over and over and expecting different results.)

I’ve limited myself to 10 suggestions for Wells Fargo to support the start of a turnaround:

  1. The board should appoint a new chairman — an independent director — separating the role from the CEO for many reasons including signaling stronger board governance.
  2. The board should immediately decide about claw backs related to compensation of former head of community banking Carrie Tolstedt, Stumpf and any others. As part of re-earning trust, all their actions should be transparent and well communicated.
  3. The board should direct Stumpf and his team to meet with Wells Fargo’s ethics and compliance teams and risk officers to discuss/evaluate ethics, compliance and risk operations for strengths, weaknesses and safeguards to better integrate sales and all business strategies with corporate values and prepare a report for the board.
  4. The compliance and ethics leaders (and C-suite leader to whom they ultimately report) should initiate meetings with leaders of the Ethics & Compliance Initiative and the Society of Corporate Compliance and Ethics to address best practices, implementation challenges and examples where ethics and compliance leaders weigh in on business strategy discussions in sales and all areas.
  5. The board and senior management should identify outside experts to discuss how to  realign authentically culture around values. A place to start is the nearby Markkula Center for Applied Ethics.
  6. Stumpf and his management team should become acquainted with Margaret Wheatley’s concept of self seal (the rightness of one’s position), Kathryn Schulz’ TED Talk (error blindness) and Margaret Heffernan’s  Willful Blindness for starters. These are lenses that encourage conscious and unconscious unethical behavior.
  7.  A cross-functional team of senior leaders with ethics and compliance leaders should review the company’s five primary values; for each, identify five or six specific expected behaviors to be incorporated into company policy and discussed in ethics training and performance reviews. Currently, the values are too abstract.
  8. Under the value “Ethics” the company says “We strive to be recognized by our stakeholders as setting the standard among the world’s great companies for integrity and principled performance. “This should become a business objective with Board and CEO focus to keep this commitment at the center of the turnaround’s activities.
  9. At the upcoming House Financial Services Committee hearing, Stumpf and those testifying can start rebuilding trust by being fully prepared to answer questions directly and completely, having with them information relevant to committee questions. Stumpf should also make himself available to Senate Banking Committee leadership to make sure information provided since that hearing addressed open questions.
  10. Trust is a relationship where “integrity” and “principled performance” are realities, not marketing slogans. In relationships with employees, customers, customers affected by unethical actions, employees pressured by aggressive sales tactics, Wells Fargo leaders have to admit what went wrong and make systemic changes. A start is to amend the vision statement that says “We want to satisfy our customers’ financial needs and help them succeed financially” and add “in ways that build lasting relationships of trust and integrity.”The Week in EthicsGael O’Brien, September 22, 2016Gael O’Brien is The Ethics Coach columnist  for Entrepreneur Magazine. She is also a columnist for Business Ethics Magazine where her September column is “One man’s Leadership Toward a Goal: ‘The Great Mission of Business Ethics.'”

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The Week in Ethics: How Market Basket’s Board Misread Employee Engagement

July 26, 2014

In a battle of cousin against cousin, how important is the culture of a family owned business?  Thousands of voices among the 25,000 employees and the customers who shop at the 71 New England locations of Market Basket (a supermarket chain with $4 billion in annual sales) have made clear in their rallies and online petitions that culture does trump everything.

They are demanding the reinstatement of former CEO Arthur T. Demoulas ousted last month by his cousin Arthur S. Demoulas and a majority of the board now controlled by him.

It is hard to imagine employees of Goldman Sachs, or most other companies for that matter, taking to the streets and putting their jobs on the line in support of an ousted leader. Or that customers would also stand up to fight for the value they received.

However, employees on a Save Market Basket Facebook page align with customers and vendors saying “Together We are Market Basket.” They took to Facebook to make clear they will refuse to work for anyone beside the ousted Demoulas. While the impact of the protests has huge business implications (reports indicate business was down 70 percent this week), it also demonstrates what employees are willing to risk for jobs they love and a leader who inspired the culture behind it.

As a result of protests this month, store shelves are depleted, deliveries aren’t made, and customers are staying away at the request of employees to put pressure on the board to rehire Arthur T. Demoulas. The drama continues to escalate as the board already hired two co-CEOs to replace him, the new leadership team has fired some employees for their role in the protest, and the ousted CEO made an offer to buy out his cousin and other family members. The board said in a statement July 25, 2014 that it will review Arthur T. Demoulas’ bid and others they receive, but they expect all employees to return to work (promising there will be no retaliation for the protests).

Current and former Massachusetts and New Hampshire state and local elected officials praised the company as a leading corporate citizen with most announcing support for the employees’ position:  The Lowell Sun reported that a statement by a number of officials said in part: “…the leadership of Arthur T. Demoulas is the reason Market Basket has been able to keep prices low while delivering quality products to mainly under served areas. The current actions of the board and officers is one motivated by greed and will only serve to destroy the legacy the Demoulas family has worked generations to establish.”

The “good guy” stories that employees have shared about the former CEO reaffirm what they say it felt like to work for a company where they felt respected — paid more than industry average — and part of a culture where they were seen, heard and cared about. Employees give Arthur T. Demoulas high marks for walking the talk about what it means to be a family business.

Interviewed at rallies, employees gave examples of things Arthur T. Demoulas had said or done that mattered: he remembered employee names, knew who had a child or spouse with a health crisis and would seek that employee out in store visits to see how things were going and then remember the conversation the next time.

Customer and employee loyalty is in short supply in most businesses, especially where relationships are simply transactional. When a leader makes it more than that, he or she can inspire trust, allegiance and transform how those who work and shop there experience a business. It can feel like community.

Market Basket under Arthur T. Demoulas apparently demonstrated it was a business that had soul.

In a tug of war of competing visions, Market Basket’s new board majority misread how compelling soul was to employees and customers. Or without it just what it is they will have to sell.

The Week in Ethics

Gael O’Brien, July 26, 2014

Gael O’Brien is The Ethics Coach columnist for Entrepreneur Magazine. She is also a columnist for Business Ethics Magazine where her July column is “American Apparel: Sex, Power and Terrible Corporate Governance.”

The Week in Ethics: Leadership Lessons at American Academy of Arts and Sciences

June 18, 2013

column photo of ethics under microscope The integrity of the leader of an honorary society for independent public policy — founded  in 1780 during the American Revolution — is  under question as a result of misrepresentations on her resume and criticisms from former employees over her bullying, micromanaging management style.

While there is never a good moment for negative media attention, it is coming at a particularly awkward time for the American Academy of Arts and Sciences. It is landing on the eve of the June 19, 2013 release of a commission report the academy has guided for more than two years, expected to offer far reaching recommendations for education and cultural institutions.

Leslie Berlowitz, the head of the academy for the last 17 years, is now on leave while an internal investigation by an outside law firm addresses issues raised in a series of articles in the Boston Globe in June 2013. The articles indicate that the academy’s applications for at least three federal grants list Berlowitz having a doctorate from New York University (NYU) that NYU has no record of her completing. The National Endowment for the Humanities, which gave $1.2 million to the academy based on grant applications that included Berlowitz’s inflated credential, has referred the issue to its inspector general.  The Massachusetts Attorney General’s Office (charged with overseeing nonprofits) has also announced an investigation. Two others who gave grants to the academy (US Department of Energy and Carnegie Corporation of New York) are checking to see if false information was provided on their grant applications.

The articles indicate that in checking her resume against NYU records, where she worked before joining the academy, a job title for one position is misstated and length of service for another is misrepresented.  Academy employment ads refer to Berlowitz as “doctor” and further investigation by the Globe reporter found an email two years ago from Berkowitz where she implied she had a doctorate.

A month after turning down requests to be interviewed by the reporter and two weeks after the first Globe story was published, Berlowitz said in a statement that she “never intentionally misrepresented her accomplishments,” accepted responsibility for materials that left “an incorrect impression,” and acknowledged that she had the title of vice president of institutional advancement at NYU rather than academic advancement which, the Globe reported, has appeared on the academy website and in grant applications.  An academy spokesman originally blamed Berlowitz’s staff for resume errors, saying she was unaware of them.

The profile that emerges in the article is of a board/governing council extremely supportive of Berlowitz, who in 2004 bypassed the normal election process for membership into the Academy of Arts and Sciences — which honors the most accomplished scholars, innovators, and artists in their fields — when they added her as an inductee. They quietly inserted her name into “the original six-month-old announcement, a spokesman acknowledged, making it look as though Berlowtiz had been voted in along with everyone else in the spring.” Berlowitz’s $598,000 salary — higher than many college presidents’ — and first travel perks also indicate Board support. Former employees quoted in the article indicated the board ignored complaints about Berlowitz’s management style made to them.

The significant number of former employees willing to talk (anonymously and as named sources) to the Globe about their criticisms of Berlowitz’s leadership, calling her management style bullying, harsh, dismissive and micromanaging raise the question of what is motivating them. Is it a set up or revenge by those who believe they were treated badly capitalizing on her current vulnerability? Or is the issue an outcome of a detached governance process with too heavy reliance on the internal leader and no means to ensure that the leader’s management style and the organization’s work environment are functional and appropriate?

Either way it offers a cautionary tale about leaders vulnerability when they are unaware of the impact their leadership tone, style and communication have on employees; or worse, when they ignore or rationalize that impact without seeking to address it.

The unfolding saga at the academy also sends a message to boards that they have a responsibility to help an organization’s leader succeed by not just looking at the results, but being aware of the impact a leader is having on the larger team; and when there are red flags, stepping up to ensure the leader gets coaching in emotional intelligence or other issues, monitoring his or her workplace performance to be clear about expectations of improvement.

The academy’s purpose is to honor excellence. The need for all the investigations indicate that excellence has been compromised in terms of how the academy and their leaders have operated internally. Restoring integrity will involve transparency about the investigations’ findings, dealing directly with allegations about Leslie Berlowitz’s leadership, and putting as high a priority on how things are done internally as the achievements that result from them. The founding fathers would expect no less.

Gael O’Brien June 18, 2013

The Week in Ethics

Gael O’Brien is The Ethics Coach columnist for Entrepreneur Magazine. Gael is also a columnist for Business Ethics Magazine; her June 2013 column looks at leadership vulnerabilities of departing OSU president Gordon Gee.

The Week in Ethics: “Engaged Trusteeship,” Stakeholders and UVA Governance

March 15, 2013

photo of strength

Strength invokes a sense of power, muscle, vigor, and force.

It can, under the right circumstances, be a source of wisdom that invites collaboration, engagement, innovation and inspires trust.

In university governance, there is increasing tension about how authority is held or shared — how strength plays out. With the increasing involvement of business leaders in higher education, will they use the business style most comfortable to them or consider what would work best in a traditionally collaborative environment?

Turmoil at the University of Virginia (UVA) continues around how the Board of Visitors (trustees) is carrying out its authority. In spite of the board’s requesting that the Faculty Senate rescind its June 2012 vote of no confidence in it (for its process in ousting President Teresa Sullivan) the Senate has yet to comply. Sullivan, in her remarks to the board when she was reinstated June 18, 2012  said, “Corporate-style, top down leadership does not work at a great university. Sustained change with buy-in does work.”

One proponent of the actions of UVA’s board was the American Council of Trustees and Alumni (ACTA). In emails made public, ACTA President Anne Neal commended the board for doing its job, saying faculty and public outrage was “misplaced.” Neal wrote: “This is about the board’s responsibility to bring courageous, even innovative thinking to higher education when it is faced with many challenges….” ACTA is a proponent of what it calls “engaged trusteeship.”

This raises the question of what engaged trusteeship means in application. Does it preclude acknowledging a shared responsibility for governance among trustees, administrators and the faculty even as trustees by law have ultimate responsibility? Or preclude a recognition of the importance of stakeholders and building trust? The UVA experience would certainly seem a poster child for lost trust.

This week, the American Association of University Professors (AAUP) issued a report on its investigation of President Sullivan’s dismissal, which it termed a “breakdown” in governance. The report referenced the business background of chair (rector) Dragas and most trustees, saying few had any experience in the governance of large, complex institutions. The report took issue with Dragas’ justification for Sullivan’s removal (that she lacked “boldness” and alacrity in “effecting transformative change”).

The report said in part,: “The rector’s rhetoric reflects a mindset of entrepreneurial control common in small and medium-sized business enterprises. The firms that occupy that economic niche must adjust quickly to changed market conditions, consumer tastes, and rapid shifts in financing or other aspects of the business landscapes. Managers of such enterprises may be taken on or let go, on short or no notice on the basis of a perceived need to change direction…or even a lack of compatibility with those in entrepreneurial control. This mindset ill fits the role of trusteeship in the modern university.”

AAUP and ACTA disagree on whether UVA’s accrediting body, the Southern Association of Colleges and Schools Commission on Colleges (SACSCOC), had the authority to place UVA “on warning”  for governance violations involved in removing Sullivan. ACTA has made an appeal to U.S. Department of Education Secretary Arne Duncan whose department upheld SACSCOC’s authority.

Meanwhile the issue of whether the board is micromanaging Sullivan and setting her up to fail persists. Information this month revealed that the board committee evaluating Sullivan had increased her goals for the academic year to 65, more than 20 of which Sullivan said she hadn’t seen before; the Faculty Senate responded to this and Dragas responded to them asking that they work together to build trust.

The challenge is that trust isn’t a top down invitation; it is a by-product of how authority is used and stakeholders involved and engaged.

While the top-down method isn’t a model for rebuilding trust, increasingly, business culture has changed for many companies as stakeholders have taken on greater importance and caused shifts in organizations’ openness,  transparency and desire to build shared value. Ironically, for UVA, they need look no farther than their Darden School of Business, and Professor Edward Freeman, for a leading authority on stakeholder management.

UVA has been under a microscope for nearly 10 months, a bellwether for issues facing higher education. How engaged trusteeship and engaged stakeholders are defined and connected will determine the university’s strength and its capacity for sustained growth and innovation.

Gael O’Brien March 15, 2013

The Week in Ethics

Gael O’Brien is also a columnist for Business Ethics Magazine; her February 2013  column in Business Ethics Magazine is on trust in leaders and institutions. She is The Ethics Coach columnist for Entrepreneur Magazine.

Note: The  rock pictured above was painted by a student at Robert Adams Middle School.

The Week in Ethics: 2012 Leadership Wins and Losses

January 1, 2013

One of the most powerful lessons from 2012 is how leaders use their influence.

Consider some examples of career sky dives from three men highly regarded in their field who failed to use their influence in ways to keep trust with  their constituencies: former CIA Director David Petraeus (an affair with his biographer); former Penn State University President Graham Spanier (criminal charges filed); and Lance Armstrong (stripped of all seven Tour de France medals).

Demonstrating effective personal influence tackling social or political issues is a hard road for CEOs, presumably easier for politicians. In the examples of the leaders of the City of New York, Chick-Fil-A, and Patagonia there were mixed results.

At the University of Virgina (UVA), influence was exerted over organizational change in a manner that drew widespread criticism.

While not all politicians are willing to risk using political capital to further social issues, New York City Mayor Michael Bloomberg risked unpopularity in escalating his war on obesity by banning the sale of large sugary drinks. The ban approved in September by New York City’s Health Board takes effect in March 2013. New York is the first U. S. city to take such action.

“It’s not perfect, Bloomberg said, “it’s not the only answer, it’s not the only cause of people being overweight – but we’ve got to do something. We have an obligation to warn you when things are not good for your health.”

Chick-Fil-A CEO Dan Cathy found himself in a firestorm of controversy last summer when the national restaurant chain used company dollars to support anti-gay marriage groups; this pleased some patrons, disenfranchised others and resulted in widespread protests that continued with different players once the company indicated it would no longer support political or social issues.

Patagonia’s founder and chairman Yvon Chouinard has become a leading corporate voice in environmental responsibility by taking small, consistent steps to address how his company does business. He has served as a volunteer adviser to Wal-Mart in green business practices. Patagonia’s mission statement seeks to bring people together: “Build the best product, cause no unnecessary harm, use business to inspire and implement solutions to the environmental crisis.”  

Chouinard’s 2012 book The Responsible Company: What We’ve Learned From Patagonia’s First 40 Years  includes a checklist of 263 recommendations to help companies benchmark where they are and where they might want to be to improve their environmental track record.

An accrediting body accused UVA’s Board of Visitors of using its influence to compromise the institution’s integrity, and failing to follow appropriate governance procedures in the ouster of President Teresa Sullivan. Sullivan was reinstated after faculty and student protests.

Rector Helen Dragas (Board of Visitors’ chair) had a vision for the university that didn’t include Sullivan leading it; Sullivan had been hired two years before. Citing challenges facing higher education, Dragas led an effort to force her out  that met with strong, but civil, resistance from university constituencies who supported both Sullivan and a university culture that didn’t handle disagreements in the manner used by the Board of Visitors.

Governor Bob McDonnell reappointed Dragas to another term; however she has been meeting with Virginia legislative leaders lobbying to keep her position; the Legislature, which vets gubernatorial appointments, will vote in January on her reappointment.

Authority has limits. Influence fueled by earned trust has an infinite spectrum in which to operate.

Gael O’Brien December 31, 2012

The Week in Ethics

Gael O’Brien is also a columnist for Business Ethics Magazine; her December 2012 column is “Women in the C-Suite: Finding Ways to Break the Seal.” She is The Ethics Coach columnist for Entrepreneur Magazine.