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Advice to First Time Public Board Members

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Markkula Center for Applied Ethics Executive Director Kirk O. Hanson interviews John W. Noble, vice chancellor, Delaware Court of Chancery. Advice for a new corporate director includes preliminary self-assessment: What can you bring to the board? Have you studied the company? What are your strengths and weaknesses? Check on liability insurance as it relates to your role as a board member, and make sure you have the time and energy to do the job. Continually educate yourself about the business and its risks. Due care and the duty of loyalty should be foremost. It's important to remember that the board provides the long-term vision, and is not involved in everyday minutiae. Talk to the experts, including financial advisers and accountants, and be aware of conflicts and potential conflicts ahead of time. Board decisions are just that, not individual decisions. The focus should be on doing the right thing and setting an example. Problems can occur when directors are conflicted and don't have a clear sense of priorities.

Material Type: Lecture

Building an Ethical Business Culture: The Role of the Board Part 2

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Michael L. Hackworth, chair of the Advisory Board of the Markkula Center for Applied Ethics and member and chair of numerous corporate boards, talks with Lon Allen, chair of the National Association of Corporate Directors-Silicon Valley, on what boards can do to promote ethics in an organization. The Number 1 responsibility of the board is to promote ethics in the boardroom. If you think there's an ethical issue, there probably is one. The board should also monitor C-level executives behavior. Does it reflect the values of the organization? Finally, the board should be aware of incentives for employees. The way employees are incentivized can promote or detract from ethical behavior. Hackworth shares a scoring system for the ethics of corporate boards.

Material Type: Lecture

The Chief Legal Officer in the New Reality

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Tom Lavelle, general counsel of Rambus, and Christine De Guglielmo, co-author of "Indispensable Counsel," talk with Kirk Hanson, executive director of the Markkula Center for Applied Ethics, about the role of a company's chief legal officer in supporting the ethical culture of a company. The general counsel is one of the leaders in promoting ethics within a company. He or she is an enabler for executives but also a gatekeeper, preventing the corporation from engaging in illegal behavior. The general counsel should offer business-oriented solutions to problems that are legal and fit the company's values.

Material Type: Lecture

Effective Boards: Relationship Between the Board and the CEO

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Bob Finocchio and Lon Allan, both directors of several corporate boards, talk about the relationship between the CEO and the Board. Finocchio emphasizes that the CEO works for the Board, not the other way around. While both are working for the same objective, maximizing shareholder return, there is necessarily some tension between them and the board must be willing to challenge the CEO, particularly the "rock star CEO." The CEO also has reasonable expectations of directors: They should be prepared, available, and have some passion for the company.

Material Type: Lecture

Ethics Officers: Lessons Learned by Pat Gnazzo

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Ethics and compliance officer Pat Gnazzo talks with Kirk O. Hanson, executive director of the Markkula Center for Applied Ethics, on how companies can manage the ethics and compliance function. As Gnazzo advises ethics and compliance officers 1) Don't see yourself as the expert. 2) Don't make a report on an ethics infraction before you've done a thorough review of the facts. 3) Don't try to preach morality. Talk about business ethics with respect to shareholder value.

Material Type: Lecture

Ethics and Compliance: Are they Different? By Pat Gnazzo

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Pat Gnazzo, ethics and compliance officer for companies including United Technologies and Computer Associates, talks with Kirk Hanson, executive director of the Markkula Center for Applied Ethics about the distinctions between ethics and compliance. Compliance is based on a set of rules, regulations, and laws. Ethics and values are based on a set of standards the company imposes on itself.

Material Type: Lecture

Everything You Need to Know About Ethics and Your First Job in Business: Part I

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In this interview, distinguished business ethicist Kirk Hanson speaks with Meghan Skarzynski, a senior finance major at Santa Clara University, about ethical challenges that a recent college graduate can expect to face when starting their first job in the business world. Hanson is the Executive Director of the Markkula Center for Applied Ethics. During her senior year at SCU, Skarzynski was a Hackworth Fellow in Applied Ethics.

Material Type: Lecture

Everything You Need to Know About Ethics and Your First Job in Business: Part II

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In this interview, distinguished business ethicist Kirk Hanson speaks with Meghan Skarzynski, a senior finance major at Santa Clara University, about ethics scenarios that a recent college graduate can expect to face when starting their first job in the business world. Hanson is the Executive Director of the Markkula Center for Applied Ethics. During her senior year at SCU, Skarzynski was a Hackworth Fellow in Applied Ethics.

Material Type: Lecture

Executive Compensation

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Aligning the long-term interests of shareholders with executive pay strategies. A conversation between Center Director Kirk Hanson and Dan Siciliano from the Rock Center on Corporate Governance at the Stanford University School of Law.

Material Type: Lecture

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