The article in the url below seems to me to be a big deal, yet I found it buried on the WSJ's website:
"Comptroller of the Currency Thomas Curry said banks' boards of directors are responsible for their firm's culture, the latest indication that regulators are expecting boardrooms to help keep Wall Street out of trouble. … 'It's the job of the board, in combination with management, to articulate what the institution stands for—as well as what it does not stand for—and to make clear what is not acceptable behavior,' Mr. Curry said."
If Directors are to be held equally responsible for corporate culture (and, therefore, for ethics transgressions committed by firms), it seems that will have a number of consequences in terms of the expectations that accompany such an appointment (as well as the appropriate level of compensation):
"Some directors have been frustrated by the scrutiny, saying regulators are asking too much of people who don't manage bank operations. Mr. Curry pushed back on those criticisms in a speech at the conference hosted by two industry groups, the Securities Industry and Financial Markets Association and The Clearing House."
While acknowledging the difficulties of shaping a firm's culture while not also overseeing day-to-day mangement, the government is still looking to Directors for accountability on this issue:
"'We don't expect directors to manage the bank, but we do expect the board to look at high level issues that relate to culture, from the compensation structure to how management deals with deviations from the standards the board has established,' [Curry] said in the prepared remarks."
The key, or course, will be whether any individual Directors are ever held accountable for their failure to build a healthy culture. Bottom-line:
"'Many of the compliance, operational, and safety and soundness problems we've seen over the past decade could never have happened in organizations with healthy cultures,' [Curry] said. 'We look to the board of directors and senior management to set a tone that encourages ethical and responsible behavior and demands individual accountability for failure to act accordingly.'"
David Chandler & Bill Werther
Strategic Corporate Social Responsibility: Stakeholders, Globalization, and Sustainable Value Creation (3e)
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OCC Says Boards Responsible for Overseeing Banks' Culture
By Ryan Tracy
June 9, 2015
The Wall Street Journal