I continue to believe the vast majority of businesses and their senior executives are honest and demonstrate high levels of integrity and ethical values. This assessment is based on many years working with companies and their CEOs, C-suite teams, and boards of directors. They care about their customers, employees, and communities in which they operate.
Yes, they’re driven to grow the business and increase returns to shareholders, and for their own personal success. They often make hard-nosed decisions toward those goals. At the same time, they want to do the right thing for their companies and stakeholders.
Now, you and I know that some managements do bad things at least some of the time, and we come across examples of bad behavior. But what I found surprising and disappointing is what one day late last year brought forth in bad corporate actions. Looking through several newspapers on Nov. 24, I came across New York Times coverage of three name-brand companies accused of engaging in unethical, if not illegal, behavior. And three other stories outlined what can only be deemed outrageous lack of integrity, bringing the total to six such reports on that fateful day. Let’s take a look.
Honda. We know this company had already been under investigation for its handling of defective air bags in its automobiles. But on this day another story emerged: For 10 years the company under-reported the number of death and injury claims linked to possible vehicle defects. Was this a failure to report just a few incidents that simply fell through the cracks? Well, the company is said to have reported about 900 incidents to federal regulators, but did not report more than 1,700! How could this happen? More on this in a moment.
Experience shows that for compliance programs really to work, the elements must work together to form a truly effective process, where employees consider their actions not only in legal compliance, but also whether what’s being considered is the “right thing to do.”
Citigroup. On this same day the Financial Industry Regulatory Authority fined Citi for failing to supervise properly its research analysts dealing with the bank’s clients. We know that years ago banks were required to erect a Chinese wall between analysts and investment bankers, but FINRA determined that here the wall crumbled. The regulator points to such events as the bank holding “idea dinners” for institutional clients, where analysts gave stock tips differing from their published reports, and analysts assisting investment bank clients with investor road show presentations.
General Motors. Also reported is that a woman involved in a fatal crash years ago was cleared, despite having originally pleaded guilty to criminally negligent homicide. The woman not only suffered her own injuries from the crash, but also paid thousands of dollars in fines and restitution, dealt with tremendous guilt, and struggled in the workplace since being branded a convicted criminal. GM finally admitted that the accident was linked to the ignition switch defect found in millions of its automobiles.
What’s so troubling here, according to the news report, is that five months before the woman pleaded guilty, GM’s internal review ruled that the car’s ignition switch was at fault, but never notified the woman or local enforcement officials—and told the National Highway Traffic Safety Administration that it had not assessed the crash’s cause, when it in fact had.
How Widespread Are the Ethical Lapses?
Of course those are major multinational companies, with new stains on their reputations. But as we might hear on late-night TV commercials—wait, there’s more! Also reported the same day:
Savers Thrift Stores, a Seattle-based company, was accused by the Minnesota attorney general of keeping money that should have been turned over to charities. The AG said Savers solicited clothing and other donations from customers, but misrepresented how much of the money it raised and should have given to charities—but didn’t.
A neurosurgeon practicing in Michigan was arrested for allegedly billing for surgeries that were medically unnecessary, or that he didn’t perform at all—and defrauding both federal and private health programs in the process.
The CEO of Money.Net reported that while flying from New York to London in business class, he fell asleep shortly before dinner was served. But when he opened his eyes for a moment, he watched as his seatmate leaned over and grabbed a portion of his meal!
Looking at the multinationals, we can surmise that these unethical or illegal acts aren’t the result of one or two bad apples. In the cases involving the automobile manufacturers, the corporate actions clearly damaged the customers who entrusted their lives to these companies’ products. In the case of Citigroup, the bank seems to have flaunted the law, doing harm to the bank’s clients and other investors relying on the analysts’ recommendations. In all of these cases, it seems clear that these firms put their own interests ahead of those they are supposed to be serving.
Honda now says an employee first found the reporting problems back in 2011, but “apparently there was no follow up.” The company blames “inadvertent data entry and computer programming errors” for failing to report the injury and death claims. Hmmm. Then why is it that even when Honda received outside reports about potential defects, such as from the police, the company also failed to notify regulators? According to an auto safety consultant, “this is not an occasional error [but rather] systematic underreporting by the company [with] the effect of the under-reporting that the agency is less likely to investigate a Honda product.” This assessment seems supported by the statement that federal regulators told Honda about possible under-reporting early in 2012, but the company didn’t act on that information until September 2014.
In the case of Citigroup, FINRA said the bank failed to provide adequate guidance to analysts on what constituted “permissible communications” with the bank’s clients. The regulator also said that even when the bank learned of analysts’ improper communications with clients, its disciplinary actions “lacked the severity necessary to deter repeat violations.”
As for GM’s withholding of critical information, a U.S. senator noted: “… just how far the consequences of General Motor’s concealment go, hurting not just direct victims of defective cars but also those who were blamed for the accidents even when GM knew full well what the cause had been.” The victim said she still has not heard from GM and expects she never will.
We can presume that these large, brand-name companies have long had comprehensive codes of conduct, easily accessible and in readily understandable language. Surely these companies regularly vet employee candidates, doing background checks and otherwise assessing integrity and ethical values. No doubt they have networks of compliance officers, provide and track training for employees, have help lines and whistleblower channels, and send communications from the top on the importance of compliance. So, if these companies indeed did have such elements of a decent compliance process, how could these failings have occurred?
Well, experience shows that for compliance programs really to work, the elements must work together to form a truly effective process, where employees consider their actions not only in legal compliance, but also whether what’s being considered is the “right thing to do.” That happens when an organization has the desired culture, brought about by clear and consistent written and spoken messages and related actions of senior management, with responsibility embedded throughout the organization’s hierarchy and in each manager’s sphere of responsibility, supported by effective legal and compliance functions along with appropriate goal setting, performance assessment, and related human resource processes.
It’s not rocket science. It’s doing the basics, starting from the top and cascading downstream, and built into the culture of the organization, where people instinctively know the right thing to do. An effective leader can indeed mold an organization’s culture—it’s happened at Siemens, Daimler, and other companies. For details, readers may wish to refer to some of my past columns, such as: “How Siemens Worked to Fix a Culture of Institutionalized Corruption,” “Daimler Gets This One Right,” and “Lesson for GM: Culture Can Make or Break a Company.”
We’ve seen over and again how challenging circumstances calling for tough decisions can provide a tremendous opportunity to demonstrate how and why taking the ethical path, despite short-term costs, can drive the desired and often badly needed long term cultural change.
As for Savers Thrift Stores, and especially the neurosurgeon and the food thief, let’s just presume these are self-serving bad actors who just don’t seem to mind doing something unethical if not illegal, for whom there’s little if any hope.