Board members must ask questions
Why is anyone surprised at the depth and breadth of the Central Iowa Employment and Training Consortium (CIETC) scandal in which $1.8 million in federal money was paid to executives from July 2003 to December 2005? No one saw it coming? I find it hard to believe — yet I don’t.
Think about the way many businesses work in this country. In the for-profit and some non-profit sectors, chief executive officers decide whom to place on their boards. The appointees are typically CEOs of other companies. Once appointed, board members then take on the role of evaluating the CEO’s performance.
The orientation procedure for board members is also up to the discretion of the CEO. It is not uncommon for new members to meet with the company lawyer and the CEO, followed by a viewing of a video describing the role directors should play at that company.
Often at these orientations, the case is made that board members should stay out of the day-to-day operations of a business and allow the CEO to make most decisions. This impression is still conveyed today, even after the Enron Corp. scandal produced the Sarbanes-Oxley Act of 2002, which increases directors’ responsibilities for corporate oversight. In the law there are “criminal and civil penalties for securities violation and increased disclosure regarding executive compensation, insider trading and financial statements”.
And so the message becomes mixed. Trust the CEO to make important decisions without director input, yet at the same time, board members are fiscally and legally accountable for everything that goes on in the organization.
The CIETC scandal might have occurred because there was a lack of checks and balances in place. Did the board members trust the CEO so much that they never saw a budget, especially regarding executive compensation? Is that ethical? Is that legal?
There was no check on the immense power of the CEO.
A key lesson learned from the CIETC mess is the need for oversight committees to ask “why” and “what” about policy connected to institutions. Ultimately, policy will then drive financial decisions, and directors will come full circle and again begin examining the financial picture and adjusting policy. Balance will be created.
If directors are not getting answers to questions, it is their obligation to keep asking and insisting upon documentation. It is a big responsibility to be an effective director; in general, most people serve on boards without financial compensation. They serve because they want to make a difference in their communities.
So where do we go from here? Learn from CIETC, pay attention, ask questions and continue to serve on boards, albeit selectively, as it seems unlikely one could provide sufficient oversight while serving simultaneously on five different boards. Polk County needs thoughtful, insightful people to strengthen our community and lives.
We should have seen it coming.
Jean Logan is a professor of nursing at Grand View College and a member of the board of trustees at Broadlawns Medical Center.