Over the past few months, senior leaders at both the Department of Justice (DOJ), Deputy Attorney General Rod Rosenstein and Securities and Exchange Commission (SEC) Chairman Jay Clayton, have given speeches discussing the need for appropriate corporate culture around compliance. We therefore begin with the question of ‘what is corporate culture?’ It is not simply a social science question as Feldman believes “culture is everything” for an organization. Culture is a foundational internal control, without which all your other controls are likely to be ineffective. He went on to explain that this mean corporate culture is the way things really are in an organization and the way things really work. While corporate culture can be reflective of the core values of a company, this usually only occurs if a company operationalizes those values throughout an organization.
Feldman emphasized that there can be more than one culture in an organization and that there might well be multiple subcultures in a company. Moreover, you simply cannot force one culture throughout an entire organization. This is because you are dealing with different inputs in every company. He stated, “Culture is made up of all the different people that work for that organization, which means that it’s going to differ by necessity based on population and geography.” This could mean that different locations will have different cultures. Feldman believes that “the linkage between culture and compliance, is that it drives ethical behavior.” Every employee you hire, up to every organization you acquire will change your culture. This is why mergers and acquisitions (M&A) due diligence is so critical.
I asked Feldman about the different kinds of cultural systems which could impact a company. He said it could “involve locations, languages, rituals of heroes and role models and other informal mechanism for building a particular culture. Yet even with subcultures in an organization and throughout the world, the significant thing is to have some overarching key themes of that culture.” This involves being consistent with the core values, integrity and ethical behavior. You must also work to serve your stakeholders.
Another indicium of a strong ethical culture is having a speak up culture. This leads to more formal cultural systems and processes which also impact culture. Here Feldman emphasized the hiring process; who you hire, how you train people and what performance management systems are used throughout the employment tenure. This also leads to the Fair Process Doctrine and whether it is consistently applied within the culture. Finally, are you incentivizing, through measurement, compensation and recognition, the right kind of behavior?
I asked Feldman about holding employees throughout the organization accountable. Feldman responded that it is no longer just top management’s responsibility. There still must be an appropriate tone at the top, but there should also be an appropriate mood at the middle management of an organization as well as a buzz at the bottom of the company about compliance, ethics and values. This is because employees are more influenced by their immediate supervisor and their peers than a faceless CEO, even if that CEO is saying all the right things.
The key is that there be an alignment between what top management says, coupled with the company’s core values and what the organization says, together with what the organization does. This all comes from senior management getting out of the ivory tower and talking to employees in the field to see not only what they think but how they feel. No company aspires to be unethical and most assuredly employees do not want to engage in unethical behavior but if senior management does not talk to employees they will not know how their messages are being received.
Feldman says that it does not take long to see when there is a disconnect between what senior management says and what the employees take away. He finds its disconcerting how little top management really understand their employees. Because of this, senior leaders do not know what messages they are receiving, both verbal and non-verbal.
Tomorrow, we consider what factors influence the ethical culture of a company?
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