For many Boards of Directors, compliance reporting feels familiar and reassuring. Dashboards are green. Policies are updated. Training is complete. Incidents are investigated and closed. On paper, the system works.

Time and again, boards find themselves facing cultural challenges, reputational risks, or ethical dilemmas that quietly turn into bigger strategic problems. In those moments, the question often arises: How did we miss this?

The answer lies in a growing mismatch between what boards need and what traditional compliance reporting delivers.

The limits of retrospective reporting

Most compliance, ethics, and risk functions report primarily on past events: breaches, remediation, and adherence to rules. This is necessary but not sufficient. Boards rarely struggle with a lack of data, however, they may lack insights into how strategic choices are shaping behavior across the organization.

By the time issues surface in reporting, decisions about incentives, timelines, growth, and risk have often already been made. Culture has shifted. Informal norms are established. Organizations can be compliant in a technical sense yet increasingly exposed in practice.

About the Author

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Barbara Badoino is Global Head of Corporate Ethics, Risk & Compliance at Novartis. With over twenty years of experience in governance, risk oversight, and crisis leadership across global, highly regulated sectors. Barbara supports boards and executive teams in integrating ethics, resilience, and decision quality into strategic oversight.

Compliance as strategic insight

From a board perspective, the real value of ethics, risk, and compliance lies not in preventing every failure but in enhancing decision quality before failure becomes unavoidable.

These functions occupy a unique vantage point, observing where formal rules meet informal behavior, where pressures test values, and where ambition creates tension. They see patterns across geographies, business units, and leadership layers that often remain invisible in management reporting.

”Ethics is not a cultural aspiration; it is a governance responsibility with accountability consequences.”

When elevated, ethics and compliance act as an early warning system: surfacing weak signals, highlighting trade-offs, and enabling boards to make informed judgments under uncertainty. The question is not whether the organization is compliant today, but whether its current decisions will remain defensible ethically, reputationally, and legally tomorrow.

Common blind spots

In many cases, boards are not missing information, they are unconsciously rewarding assurance. Governance information is filtered through traditional structures.

  • Cultural drift. Culture evolves gradually. Exceptions accumulate, and trade-offs are rationalized. Compliance reporting captures violations but rarely the rationalizations. By the time behavior crosses formal thresholds, cultural shifts are already embedded.
  • Risk displacement. Strategic pressure does not disappear; it migrates. Boards may emphasize growth or speed, inadvertently moving risk into less visible areas. Compliance issues appear isolated, while they are symptoms of broader tensions.
  • Filtered truth. In complex organizations, ambiguity rarely travels upward as clearly as resolved issues. As topics progress through layers of review, they tend to be framed as operational, contained, or under control until greater clarity emerges. As a result, boards may receive conclusions rather than underlying tensions, reassurance rather than the full spectrum of trade-offs. In board discussions, these tensions often surface only after decisions are framed as operationally settled rather than strategically open.
  • Ethical trade-offs as technical issues. Decisions framed as legal or procedural may mask ethical judgment calls. When boards accept only technical framing, they risk overlooking values based implications critical to reputation and trust. These blind spots are structural, not personal. Functions that surface these signals early are essential partners in enabling board foresight.

What boards should demand

Boards that want ethics, risk, and compliance to drive strategic value must recalibrate expectations:

  • Insight over metrics. Boards need narrative judgment: where decision pressure is building, where values are tested, and where trade-offs are becoming acute.
  • Foresight over hindsight. Focus on emerging tensions, not just closed cases. Ask: What worries you that has not yet materialized?
  • Alignment between ethics, risk, and strategy. Growth, restructuring, and market entry decisions carry ethical and reputational implications. These should be surfaced before decisions are finalized.
  • Protected escalation. Boards should ensure uncomfortable insights reach them without dilution. Silence is not always a sign of health; it can signal deferred risk.

The accountability imperative

Ethics is not a cultural aspiration; it is a governance responsibility with accountability consequences. Boards shape the environment in which decisions are made and trade-offs justified.

When governance fails, accountability increasingly extends beyond management. Stakeholders expect boards to explain not just what went wrong, but why early signals were not addressed.

Boards relying on compliance comfort alone risk discovering too late that they were informed, but not prepared. Boards that treat ethics, risk, and compliance as strategic enablers are better positioned to navigate complexity with foresight and credibility.

The difference is not adopting new frameworks but asking better questions earlier and with an eye toward judgment, trade-offs, and accountability.