Over the last 5 to 10 years, as organizations work to raise their standards of ethical conduct, we have seen two major trends that are impacting the role of boards:

• First, boards now have explicit responsibilities for overseeing, if not managing, the corporate culture.
• Second, boards of directors are becoming stronger and more independent with increased communication and contact with employees and external stakeholders, such as investors. As a result, boards are expected to take decisive action in response to ethics and compliance failures.

Emerging best practices in governance and corporate oversight now require boards to demand that management assess the corporate culture to determine integrity-based risks.

However, the ability of a board to effectively engage in this oversight responsibility is impacted by its own sub-culture. We need to look at a board as more than an organization with its own institutional responsibilities. While it seems obvious, we cannot forget that boards are made up of individual directors with their own strengths and weaknesses. The characteristics and values of individual directors will determine how well the board as a whole will do its job.

Today's directors need to embody values that support new expectations of oversight, such as consensus-building, trust-building, and collaboration. Organizations need to know whether their board embodies these types of values in order to know:

• Whether individual directors have the confidence and self-responsibility to challenge senior leadership;
• Whether the directors work well together in a climate of trust and respect; and
• Whether directors ask questions of management that get to the heart of the company's culture and the influences and pressures on employees and managers that determine the levels of integrity-based risks.

Therefore a progressive board should assess itself to know what the attributes of its own culture are. Only with this knowledge in hand can it determine whether it embodies the values necessary to oversee the organization's culture.

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DAVID GEBLER, J.D. is President of Working Values, Ltd., a business ethics training and consulting firm specializing in developing behavior-based change to support compliance objectives. Check out David's article, "A Culture of Compliance" in the premiere issue of CRO Magazine.

More articles by David Gebler

WORKING VALUES LTD. is a business ethics and training company. Through a variety of products and services, including Web-based compliance and ethics programs, on-site training, video and award-winning ethics games for employees, Working Values aims to align employee behavior with company values. For more information as to how Working Values can narrow your company's Behavior-Standards Gap, visit www.workingvalues.com or contact cgebler@workingvalues.com. For news on ethics in the workplace, visit SmartPros Ethics & Compliance.