Live from the Chicago Regional – Tone or Groan at the Top: Ethics Education for the Board & C-Suite


Educating your board is imperative to your compliance role. Not only does the board protect your company, they may have personal liability by matter of their participation as directors. Not only that, it’s the board’s responsibility to oversee compliance programs, and to take (sometimes personal) responsibility for the compliance program.

The first step in educating your board of directors is to understand their role in your organization. Know that your board exists to provide value to shareholders, hire and fire your CEO, and to protect your business from its greatest risks.

As a compliance professional, you’re well-versed in your organizations biggest risks. You’ve identified them and built programs around them. You are in the best position to detail this to your board, so do that. Do as often as you can. Take any chance you can get to connect how your compliance program mitigates or—if you’re lucky—eliminates those risks.

When you get the opportunity to speak to your board keep the following in mind:


  1. Give them a history lesson – they simply don’t care
  2. Talk about obscure legal theories – they don’t care about those either
  3. Ignore the procedure to make it easy  for them
  4. Try to fit everything in one session – make information bite-sized


  1. Make your presentation relevant and current
  2. Tie it to the company’s biggest risks
  3. Explain why your program is different & better than everyone else’s
  4. Have a “Top 10” list, and boil it down to the 3 things your board member’s should never do
  5. Make the most of your time – time on the board agenda is precious, treat it as such

Finally, and possibly most important, make your presentation personal. Everyone’s favorite word is “you.” Flat out tell them, “As a board member, in order to avoid personal liability you need to know…” It will get their attention, and keep them engaged, which is what you need.