Archive for the ‘boards’ Category
In my last blog entry, I began a discussion of the question of the extent to which the right “tone at top” contributes to a company’s success. I began by exploring just what we mean by ‘tone” in this context, and what kinds of activities and behaviours by leaders should be seen as constituting setting the right tone.
Next, what does it mean to focus on tone specifically at the top?
The “top” can’t be thought to mean the CEO, or even the entire executive team. “Top” should be interpreted as meaning whomever is at the top, for you, ethically: whomever you regard as a moral leader. Because leadership isn’t a job title. Anyone who embodies the key leadership values of trustworthiness, insight, humility and enthusiasm is likely to be seen as a leader, regardless of job title.
So let’s talk for a moment about not just the tone at the literal “top”, but also the tone at the middle. Average tenure of a CEO these days is, what, 4 or 5 years? This means that the tone at the literal top of the organization is likewise liable to change every 4 to 5 years. But lower down, every organization has a larger class of middle managers who come and go much less frequently.
And from the point of view of ethics, that has to be important. Don’t forget, in most large organizations, most people never get to meet the CEO, or for that matter any C-suite executive. For them, someone in middle management is effectively “the top” – the top of the relevant chain of command. So the right tone has to be set at many managerial levels.
Finally, we need to ask what “success” is. When we assert that positive tone at the top “ensures success,” what do we mean?
“Success” here has to be taken to mean “ethical success,” because “ethical success” means doing justice to the full range of ethical obligations that obtain within an organization. That means doing your best to earn a decent return for investors, while at the same time treating people with respect and playing by the rules. Success in this regard means achieving a reasonable level of compliance with not just the letter but also with the spirit of the law, and with the unwritten rules of the game, and with reasonable social expectations.
Now, no one can ever reasonably expect to turn a tough, competitive business environment into a love-in, or expect that any organization with hundreds or thousands of employees will be able to guarantee that no one ever breaks a rule. But if an organization is going to come even close to meeting reasonable expectations, meeting the capitalist ideal of playing fair while trying to earn a decent living by selling a decent product, it is going to have to do that in large part through the force of effective leadership.
A positive tone at the top is the closest thing there is to a guarantee of success, as long as you think critically about what those words must mean for a complex organization in a competitive environment.
I spent the morning today speaking at Centre for Accounting Ethics Symposium called “Accounting Ethics and Tone at the Top” (put on by the School of Accounting and Finance, University of Waterloo). I was part of a panel discussion that took on the provocative question of whether positive ethical tone at the top ensures success.
It’s a provocative question because the word “ensure” pretty much points to a negative answer. Success is never guaranteed in business. In fact, it is the constant fear of failure that drives competition, that drives the pursuit of efficiency, that drives innovation. Nothing – literally nothing – guarantees success. Will a killer product ensure success? Of course not! You need the right financial model, the right marketing channels, the right organization, and the right competitive environment too. Will a great team ensure success? No, of course not. Other organizations have great teams, too. You also need the right leadership, a product that consumers want, and so on.
So positive tone won’t guarantee success, but neither will anything else. The right tone won’t guarantee ultimate victory in the marketplace, but that’s hardly a criticism. The fact that a positive ethical tone won’t guarantee success doesn’t mean it’s not important, indeed, essential. Without it, an organization’s chances of long-term success – defined either in terms of integrity or in terms of the bottom line – are considerably diminished.
So what do we mean when we refer to “tone”? Tone is much more complicated than it sounds.
In this context ethical “tone” means the tone or tenor that a leader sets with regard to choices between right and wrong, between more and less admirable forms of behaviour. Tone is the signal that is sent from top to bottom within an organization about what kind of behaviour is to be admired and emulated, and what kinds of behaviour will not be tolerated. Ethical leadership means taking responsibility for the tone you set.
But tone takes many forms. It is crucial to see that setting the right tone means much more than just sounding ethical. It also means acting ethically, and being seen as acting ethically. Tone consists in the set of signals given through the words a leader says and the deeds she does and the attitudes she displays.
It means doing what you can to manage that elusive something called “organizational culture,” and knowing that culture trumps strategy every time.
In particular, setting the right tone means avoiding – in both words and deeds – excuses and rationalizations. Rationalizations (“I had no choice;” “No one was really hurt;” “It’s not my job;” “It’s a stupid rule anyway…”), are an absolutely key ingredient in a great many instances of wrongdoing. And we don’t generally make up rationalizations on our own and learn how to apply them from scratch. We learn them, unfortunately, from our role models, from people we look up to, from people we see as leaders. Leaders can and must set the tone, in neither helping themselves to such rationalizations, nor tolerating them when used by others.
Setting the right tone also means fostering open conversation about ethics, about the obligations of and obligations within your organization. It means putting ethics on the table. It means letting those who work for you know that it’s OK to ask questions about ethics, and to make values and principles an explicit part of their decision-making. A leader needs to build decision-making capacity and empower employees to take responsibility.
We can sum up the significance of tone this way: A great deal has been written about ethical leadership, and the significance of ‘tone at the top.’ That literature might be usefully summed up by two sweeping statements, two unavoidable truths:
1) Ethics must come from the top down. People take their cues from their leaders. Yes, people learn their basic values from their parents and other childhood role-models, long before they become employees. But they learn how to enact those values in a business context from their workplace mentors and leaders. All of us learn basic lessons about honesty and integrity from our parents. But few of us learn about technical concepts such as Conflict of Interest from our parents. They don’t teach us about the moral obligations embodied in fiduciary relationships, or about how to balance the various interests at stake in a quasi-adversarial relationship between buyer and seller. We need leaders – specifically business leaders – to teach us those things. So: Ethics must come from the top down.
The second grand lesson is this:
2) Ethics cannot come from the top down. It cannot be imposed. You need buy-in. You can lead a horse to water, but you cannot make it drink. You can hand every employee a copy of “their” brand-new code of ethics, commissioned by HR and endorsed by the CEO and the Board. But that doesn’t guarantee that anyone will read it, let alone take it to heart. A code won’t overcome an organizational culture that puts short-term profit-seeking above all else; or a culture where individuals put moral blinders on, focusing narrowly on their own jobs rather than taking responsibility for the ethically-significant elements of the organization’s mission. It won’t make up for a culture that tacitly endorses playing fast and loose with accounting rules. That’s why tone – not just sermons handed down from on high – is so important.
A focus on tone can of course easily become confused with a focus on words, and on the personal integrity that a leader takes him- or herself to have. We see this all the time. When the mayor of a major city prides himself on integrity, on wanting to “clean up City Hall” and to put an end to the “gravy train,” but then cannot recognize a blatant conflict of interest when he sees one, you see “tone at the top” gone awry.
In my next blog entry, I’ll continue this topic by addressing what it means to focus on “tone at the top” and whether it can ensure or at least contribute to success.
More than a few leaders in the corporate world could learn a lesson from Pope Benedict XVI’s decision to step down. The 85-year-old leader of more than a billion Catholics is making a move that is nearly unprecedented, for a pope: he’s going to walk out of office, rather than being carried out. It’s a decision one that should give pause to some CEOs and senior members of corporate boards of directors.
The Pope’s stated reasons are simple: at his age, he simply doesn’t feel like he’s got the strength to do a good job. Assuming that’s really the reason — and there is always speculation at times like this — the pontiff has made the right move. Part of the ethics of leadership is knowing when to call it quits.
Of course, wise leaders and wise organizations don’t just make the right decision at the right time; they plan ahead for when the time comes. But too few organizations think far enough ahead, partly because a leader’s future departure is an awkward topic, and partly because when things are going well it just doesn’t seem like a pressing matter. But leadership is too important to be left to the last minute.
There can be lots of good reasons for an aging leader to step down. Sometimes it’s a matter of failing health, and the resulting inability to keep up with workload. Sometimes it’s simply a matter of having been at the helm too long. An organization that never changes leaders can grow set in its ways and resistent to change. For corporate boards, having a very senior member — statistically very likely to be a white male — step down can be an opportunity to increase diversity on your board. In other cases, when a team of leaders (such as a board of directors) ages together, with insufficient turnover, it simply fosters group-think and complacency.
None of this needs to be agist. The problem here is not with old leaders, but with leaders who stay later than they should, whether in terms of biological age or just length of tenure.
No, in the end, none of this is about age. It’s about understanding that leadership means knowing that it’s not about you. It’s about the organization, and what’s best for it. And sometimes, what’s best is for you to go.
Protests broke out last week at the first annual shareholders’ meeting of Canadian energy company, Emera. Emera is a private company, traded on the Toronto Stock Exchange. But one of its wholly-owned subsidiaries, Nova Scotia Power, is the regulated company that supplies Nova Scotia with virtually all of its electricity.
The protest concerned the fact that several Emera and Nova Scotia Power executives had received substantial raises, despite the fact that Nova Scotia Power had just recently had to go to the province’s Utility and Review Board to get approval to raise the price it charges Nova Scotians for electricity. According to the utility, the rate hike was needed to add new renewable energy capacity to Nova Scotia’s grid. But protestors wondered if the extra cash wasn’t going straight into the pockets of wealthy executives.
The first thing worth pointing out for anyone not already aware is that practically no one thinks that anyone is doing executive compensation particularly well. Sure, most boards have Compensation Committees now, and many big companies engage compensation consultants to do the relevant benchmarking and to make recommendations. But no one is particularly confident in either the process or the results. So Emera’s board is far from alone in facing this kind of critique.
The second point worth making is that there are two very different kinds of stakeholders concerned in a case like this, but in this particular case they happen to overlap substantially. On one hand, there are Emera’s shareholders. They have an interest in making sure the company’s Comp Committee does its job, and sets executive compensation in a way that attracts, retains, and motivates top talent in order to produce good results. On the other hand, there are customers of Nova Scotia Power, ratepayers who want a cheap, stable supply of electricity. Now, as it happens, many of the vocal protestors at Emera’s annual meeting are members of both groups: they are shareholders in Emera and customers of Nova Scotia Power. But it is crucial to see that these are two separate groups, with very different sets of concerns. When this story is portrayed as a story about angry shareholders, this crucial distinction gets blurred. What’s good for shareholders per se is obviously not the same as what is good for paying customers. And, importantly, a company’s board of directors aren’t accountable to customers in the same way that they are to shareholders.
The final point to make about this is that, to observers of corporate governance, this is actually a “good news” story. As noted above, no one thinks executive compensation is handled very well. But despite that fact, corporate boards still face relatively little pushback from shareholders, and are relatively seldom held to account in this regard. There are of course exceptions (including a number of failed “say on pay” votes) but those exceptions prove the rule. And that’s unfortunate. In any ostensibly democratic system, it is a good thing when the voters take the time to show up and to ask hard questions. Even if no one is sure that such participation improves outcomes, it is an invaluable part of the process.
(I was on CBC Radio’s Maritime Noon show to talk about this controversy. The interview is here.)
What’s the best thing to do with a hundred billion dollars? Apple — the world’s richest company — gave its answer to just that question, when it announced yesterday how it will spend some of the massive cash reserve the company has accumulated.
Of course, spending the whole $100 billion was never on the agenda. The company needs to keep a good chunk of that money on-hand, for various purposes. Then there’s the fact that a big chunk of it is currently held by foreign subsidiaries, and bringing it back to the US to spend it would require Apple to pay hefty repatriation taxes. But any way you slice it, Apple has a big chunk of cash to spend, and so its Board faces some choices.
In the abstract, there are lots of things one could do with that much money. Financial analysts had rightly predicted that Apple company would decide to pay out a dividend (for the first time since 1995). Some were predicting bolder moves, like buying Twitter (which would use up a mere $12 billion). But what could Apple have done with that much money, aside from narrow strategic moves?
The money could have, in principle, been spent on various charitable projects. That amount of money could also do a lot towards helping developing countries combat and adapt to climate change. Or it could revolutionize the American education system. Closer to home, the company could spend a bunch on improving working conditions at its factories in China, conditions for which the company has been widely criticized. All of these, and many more, are (or rather were) among the possibilities.
But business ethics isn’t abstract; Apple’s Board faced a concrete question. And the Board has ethical and legal obligations to shareholders. Those aren’t its only obligations, but once workers are paid, warranties are honoured, expenses are covered, and relevant regulations are adhered to, the main remaining obligation is to shareholders.
Now, there’s a significant strain of thought that says that a company’s managers (and its Board) are not there just to serve the interests of shareholders, but also to carry out shareholders’ obligations. So, if you believe that Apple shareholders have an obligation to fight climate change or to promote education or to improve conditions for workers, then maybe it makes sense to think that the company ought to help shareholders to act on that obligation. But keep in mind that Apple’s shareholders are a rather amorphous group. Shares in corporations change hands incredibly frequently, and the interests and obligations of shareholders vary significantly, so a Board ‘represents’ shareholders (or acts as their agent) only in a rather abstract sense.
The alternative, of course, is for Apple’s Board to give itself some leeway, forget about what shareholders’ collective obligations might be, and go back to thinking abstractly about what to do with that big pile of cash. They can simply decide whether the shareholders’ financial interests outweigh their collective obligation to do some good with that money, and simply decide which of the various worthy causes it should go to. But of course, lots of people are rightly uncomfortable with the idea of well-heeled corporate boards arrogating to themselves that kind of power. The question for discussion, then, is this. Which is the greater evil? For corporations not to step up to the plate and contribute to social objectives, or for corporate leaders to presume to spend vast sums of money as if it were their own?
In the wake of the Sandusky sex-abuse scandal the question has arisen whether Penn State University’s Board of Trustees should tender its collective resignation. And now, following the death of Coach Joe Paterno on Sunday, the question has taken on additional emotional resonance. The university’s Faculty Senate is scheduled to discuss a motion to strike an independent committee to investigate the Board’s role in the whole affair, and indeed has seen at least one motion calling for the entire Board’s resignation.
So, should the members of the Board be asked to resign? And if not, should they do so of their own volition?
To answer these questions, here are some questions that need to be considered:
Fist, did indeed the Board fail in its fiduciary (‘trust-based’) duties? It’s worth noting that the Board has been under fire from two different directions, here. Some think the Board failed in not staying sufficiently ‘on top of’ the Sandusky situation, and in resting satisfied with whatever dribbles of information the university administration saw fit to feed them. (The only detailed account I’ve read so far paints the Board in a rather sympathetic light, in this regard.)
Others think the Board failed in firing — in their eyes, scapegoating — the beloved Paterno. Both sides think the Board screwed up, but for very different reasons. Of course, both can be right at the same time. Perhaps the Board has just generally done a bad job, first by letting the situation get out of hand and then second by botching the task of responding to it. Rather than cancelling each other out, maybe these two sets of complaints just compound each other.
Next, we need to ask, if the Board failed, was it a failure of people or a failure of structure? A board, after all, is both an institutional structure and a set of people occupying that structure.
If it was a failure of structure (and, as governance expert Richard Leblanc wrote back in November, there are serious problems with how Penn State’s board is configured) then there’s little reason to think that a change of personnel on the Board is either necessary or sufficient to fix the problem. And if instead it was a failure of people, then getting rid of them all is a blunt, but perhaps effective, way to solve the problem — providing, of course, that the new people brought in to replace them are better.
Of course, the problem is that it’s difficult to distinguish between a failure of people and a failure of structure, in a case like this. Perhaps people better-suited to the job would have risen above the confines of a poorly-structured board, or lobbied to have its structure revised. Human behaviour and institutional structure shape each other.
And finally, regardless of the above questions about the sources of failure, it might be the case that the removal or resignation of the Board is necessary in order to restore public confidence. That is, even if the individuals currently on the Board are not in any way to blame, the fact that key stakeholders have lost faith in the Board might be sufficient grounds for calling for the entire Board to go. Without the confidence of key stakeholders, any Board is going to find it hard to do its job.
But then, while the current Board certainly faces challenges, so would an entirely new Board. The loss of continuity that would result from a 100% change in membership could seriously impair the Board’s functioning, and make it even more reliant on — and susceptible to control by — university administrators. There’s a good reason why well-governed boards have careful plans in place to make sure that new blood is brought in regularly, rather than en masse. In the end, it seems to me that the best prescription is this. The Board of Trustess at Penn State needs to see substantial structural change. It also needs enough new blood to restore confidence, while retaining enough of the old guard to ensure continuity. Beyond that, the Board is just going to have to do its best to muddle through whatever challenges lie ahead, with whatever strengths and limits it possesses, just like any other board.
It was widely reported yesterday that former CEO of Nabors Industries Ltd., Gene Isenberg, will be the recipient of a $100 million severance payment. Except, he’s not leaving the company — he’s staying on as Chairman of the Board. Confusion and criticism has ensued.
For the most part, I think that executive compensation, even outlandish executive compensation, is in principle a private matter. If a bunch of shareholders want to pay their CEO a gazillion dollars — whether because they think he’s the one guy who can build long-term value or because they just think he’s a swell guy — well, that’s none of my business. I may think those shareholders are fools, or spendthrifts. But there’s little reason for me to be morally concerned. I don’t tell you how much to spend on your babysitter or your dry cleaning or your car. And I shouldn’t tell you how much to spend on your CEO.
But two factors get in the way of applying my in-principle argument to the present case.
One factor begins with the observation that shareholders don’t, in fact, generally make the decisions regarding how much total compensation the CEO gets. That task is delegated to the Board of Directors, who in turn generally delegate it to their Compensation Committee. Now again, in principle, this is purely a private matter. If the Board isn’t serving the shareholders well, the shareholders have cause to complain, and (yet again, in principle) they can always fire the Board if they feel sufficiently poorly served. But we have ample evidence that shareholders very often aren’t well-served by boards. Add to that the fact that proper functioning of corporate governance (and hence of capital markets) is clearly a matter of public concern, and you have at least the beginnings of a public-interest argument for interference in what would otherwise be a private matter.
The other reason why excessive pay isn’t always a purely private matter has to do with the government’s (i.e., the public’s) role (and support of) an industry. Note, for example, that Nabors is an oil-drilling contractor. So the $100 million that Isenberg is getting isn’t merely a share of privately-gained profits. It’s a share of the profits from a heavily-subsidized industry.
So boards of directors do have some public obligations related to how they choose to compensate executives (even if, as I’ve argued before, outsized compensation isn’t automatically unfair). Corporate directors are not just part of private institutions; they’re part of a system justified, in part, by its public benefits. And the more they seek to gain private benefits in the form of subsidies, the greater their obligations to the public become.
Given a scandal of the size of that unfolding at News of the World, it’s not surprising that people are beginning to look at root causes. One important causal factor is the way in which News of the World‘s parent company, News Corporation, is governed.
I wanted to hear from someone who really knows about this stuff, not just from an academic point of view but from the point of view of someone who has seen up-close just how corporate boards function, and how they malfunction. So I decided to fire a few questions at Prof. Richard Leblanc, an expert on governance and someone who has been engaged by corporations to perform board evaluations.
Here are my questions, and Richard’s answers:
CM: Rupert Murdoch is both CEO and Chairman of the Board at News Corp. From a practical point of view, why does that create problems in how a board operates?
RL: From a practical point of view, he’s running the meetings and controlling the agenda and the information flow. And as an independent director, you’re sitting there and you owe your position to him because he’s the significant shareholder. So you really aren’t independent, in the sense of making the final calls. You’re more of an advisor, or a friend, is what directors tell me who sit on control block boards.
CM: The Board at News Corp doesn’t seem to have a lot of independence. You’ve interviewed dozens of directors about what makes a board work well. How does lack of independence play out in terms of actual board dynamics? Does it really mean everyone just saying “yes sir” to the CEO?
RL: Independence is a state of mind. There are formal rules but that doesn’t capture the co-optation by the CEO, and personal and social ties. Second, independence should reflect reasonable perception standards, and in this case, independence from the significant shareholder. So when you have a non-independent board, or several directors who are beholden, things don’t get discussed, information doesn’t reach you, you don’t have executive sessions as you need to, and there’s less tone-checking.
CM: Without reference to News Corp in particular, what connection do you see between a well-functioning board and the likelihood of wrongdoing at a firm?
RL: I’ve assessed some of the best run corporate boards in the world. I’ve also assessed boards that have had massive failures, including death, property destruction and monetary loss. The best boards are independent, competent, transparent, constructively challenge management, and set the ethical tone and culture for the entire organization. Usually where there is some ethical failure, or corporate wrongdoing, there is some defect at the board level I find. Undue influence, bullying, poor design, lack of industry knowledge, and directors who are not engaged, or don’t have the power or incentives to be engaged, are some of the red flags.
Many jurisdictions have moved recently to give shareholders a “say on pay,” which typically means that companies are required to hold advisory (i.e., non-binding) shareholder votes on compensation. In other words, establishing executive pay remains the responsibility of the Board of Directors, but shareholders are given an opportunity to voice their approval or disapproval.
The Wall Street Journal recently reported that when given their say, shareholders at a resounding 98.5% of American companies have said “yes.” So it seems that, thus far, shareholders are hesitant to challenge Boards in their compensation decision-making.
This is not surprising, given the complexity of the decision that Boards face in setting executive pay. Setting executive pay is a task typically delegated to a Board’s “Compensation Committee.” Now consider the task faced by a Compensation Committee in establishing the total pay-and-incentive package offered to their CEO.
The question facing a Compensation Committee is this: what combination of cash, bonuses, equity, and perks should we put on the table in order to inspire our CEO to perform optimally? In practice, this is a pretty complex question, one not admitting of cookie-cutter solutions. A Comp Committee needs to consider, just for starters:
- pressures from shareholder (and other stakeholders),
- pressures from proxy advisory firms and various think-tanks,
- human psychology, including their particular CEO’s character and motivational levers,
- the managerial experience and expertise of Committee members,
- corporate objectives (profit, market share, sales, social responsibility, etc.),
- their company’s ‘risk appetite’ (roughly speaking, are they trying to incentivize their CEO to be bold, or conservative?),
- expert opinion about optimal compensation structures (which is deeply divided, to say the least).
The problem here is as much one of epistemology as it is one of ethics. Compensation Committees need to take an enormous amount of information and opinion and distill it into a decision that will work and that will be defensible in the face of enormous scrutiny.
Of course, there is no shortage of compensation consultants, ready and willing to help Compensation Committees with this task. But recent (not-yet-published) research at the Clarkson Centre suggests that many corporate directors are skeptical about the value of compensation consultants.
Given this complexity, it’s not surprising that shareholders — even sophisticated institutional shareholders — are so far pretty hesitant to do much second-guessing. Whether or not that’s a good thing is a separate issue.
Diversity of corporate directors is arguably the hardest challenge in the realm of corporate governance. It’s hard because what constitutes diversity in the relevant sense is controversial. It’s hard because it’s not always easy to find directors who both possess the right talents and experience and who come from a range of demographic groups. And it’s hard because, well, old habits (not to mention old biases and vested interests) die hard.
Financial Post Magazine recently ran this editorial by Pamela Jeffrey, president of the Canadian Board Diversity Council: A call to action
…the Canadian Board Diversity Council in partnership with KPMG published the first-ever baseline study of corporate board diversity. The results were disappointing: 15% of board seats are held by women; 5.3% by visible minorities; 2.9% by persons with disabilities; and 8% by Aboriginals including First Nations, Inuit and Métis. In spite of these results, the council does not support the introduction of quotas in Canada. We support a made-in-Canada approach: collaboration with FP500 directors, our growing group of member companies, governments, academic institutions, aspiring directors, individual shareholders and institutional investors to speed up the pace of change….
A couple of points to make here. First, It is interesting to note that, statistically, Aboriginals are actually OVERrepresented on Canadian boards (8% of directors, but only 3 or 4% of population). So it’s odd to include them in the “disappointing” results that Jeffrey cites. But I’ll return to those stats later.
Second, it is important not to confuse what is true of boards collectively with what is true of individual boards. It would be good if there were a lot more women on boards, for example. But from that it doesn’t immediately follow that there should be a lot more women on any particular board.
There are a couple possible reasons why an individual board should aim at including more women. One is the idea that diversity makes for better decision-making. There’s a fair bit of consensus on that point, though there’s disagreement on what kind of diversity matters most.
A second is the idea that having more women on your board will help to motivate and inspire women within your firm in various ways, and show them that you value them too.
A third is the idea that, as a society, we should give women a bigger role in corporate decision-making and so we need to do more to open doors that were previously stubbornly held shut. But in that regard, the question remains as to what obligation particular boards have to help achieve that social objective. A societal goal is not automatically a board obligation, especially given the special role-related responsibilities that boards have to the organizations they oversee. So the extent of such an obligation is a hard moral problem.
Now putting more women on the board might be thought of as part of a company’s “social” or “citizenship” obligations (as opposed to an obligation owed to the handful of women who would benefit directly from membership on that particular board). But even then, you have to consider the extent to which a given board’s actions can have an impact. Even if your board is 50% or even 90% women, that doesn’t fix the social problem.
But then, it also cuts the other way: the fact that Aboriginals are seemingly well-represented on Canadian corporate boards “in general” is no reason for any particular board to be complacent about that issue. There may well be more your board can do, and should do, in that regard.