Markkula Center for Applied Ethics Executive Director Kirk O. Hanson interviews John W. Noble, vice chancellor, Delaware Court of Chancery. Advice for a new corporate director includes preliminary self-assessment: What can you bring to the board? Have you studied the company? What are your strengths and weaknesses? Check on liability insurance as it relates to your role as a board member, and make sure you have the time and energy to do the job. Continually educate yourself about the business and its risks. Due care and the duty of loyalty should be foremost. It's important to remember that the board provides the long-term vision, and is not involved in everyday minutiae. Talk to the experts, including financial advisers and accountants, and be aware of conflicts and potential conflicts ahead of time. Board decisions are just that, not individual decisions. The focus should be on doing the right thing and setting an example. Problems can occur when directors are conflicted and don't have a clear sense of priorities.

Tests for business people to determine whether, in any particular case, they are responsible for acting.

Kirk O. Hanson, executive director of The Markkula Center for Applied Ethics, interviews John W. Noble, vice chancellor, Delaware Court of Chancery. Are there different ethical standards depending on the size of the company, and also for entrepreneurial ventures? What about a new company vs an established one? Noble responds: directors must act in an informed way and uphold the needs of the company and its shareholders first and foremost. Directors must keep these principles in mind, whatever the size of the company. But fiduciary responsibilities do vary according to the size of the enterprise. A larger enterprise can do things a smaller one can't. But the bottom line is directors' compliance.

Michael L. Hackworth, chair of the Advisory Board of the Markkula Center for Applied Ethics at Santa Clara University and member and chair of numerous corporate boards, talks with Lon Allen, chair of the National Association of Corporate Directors-Silicon Valley, on what boards can do to promote ethics in an organization.

Doing the right thing builds trust with customers, shareholders, partners, and vendors. High efficiency and productivity result from trust.

The board should ask itself about any decision: Does it optimize the bottom line, which is the duty to create value? Is it legal? Is it consistent with the contracts and obligations we have? Is it ethical?

Michael L. Hackworth, chair of the Advisory Board of the Markkula Center for Applied Ethics and member and chair of numerous corporate boards, talks with Lon Allen, chair of the National Association of Corporate Directors-Silicon Valley, on what boards can do to promote ethics in an organization.

The Number 1 responsibility of the board is to promote ethics in the boardroom. If you think there's an ethical issue, there probably is one.

The board should also monitor C-level executives behavior. Does it reflect the values of the organization?

Finally, the board should be aware of incentives for employees. The way employees are incentivized can promote or detract from ethical behavior.

Hackworth shares a scoring system for the ethics of corporate boards.

Fiduciary duties of corporations: J. Travis Laster, Vice Chancellor of the Court of Chancery, Delaware, talks with Markkula Center for Applied Ethics Executive Director Kirk O. Hanson

Jeff Kuhn, Managing Partner, FLG Partners, talks with Kirk O. Hanson, executive director of the Markkula Center for Applied Ethics at Santa Clara University.

Tom Lavelle, general counsel of Rambus, and Christine De Guglielmo, co-author of "Indispensable Counsel," talk with Kirk Hanson, executive director of the Markkula Center for Applied Ethics, about the role of a company's chief legal officer in supporting the ethical culture of a company.

The general counsel is one of the leaders in promoting ethics within a company. He or she is an enabler for executives but also a gatekeeper, preventing the corporation from engaging in illegal behavior. The general counsel should offer business-oriented solutions to problems that are legal and fit the company's values.

There is a form of capitalism that actually is virtuous.

Kirk Hanson, executive director of the Markkula Center for Applied Ethics, interviews James O'Toole, Professor

of Ethics at Daniels School of Business on conscious capitalism.

Myron Steele, chief justice of the Delaware Supreme Court, describes the duties of corporate directors, especially fiduciary duties. Those duties focus on a duty of loyalty and a duty of care, which must be carried out in good faith.

Daniel Cooperman, Of Counsel with the Bingham McCutchen law firm, talks with Markkula Center for Applied Ethics Executive Director Kirk O. Hanson about improving board independence through training and disclosure.

Daniel Cooperman, Of Counsel with the Bingham McCutchen law firm, talks with Markkula Center for Applied Ethics Executive Director Kirk O. Hanson about the meaning of board independence and why it is important.

Daniel Cooperman, Of Counsel with the Bingham McCutchen law firm, talks with Markkula Center for Applied Ethics Executive Director Kirk O. Hanson about best practices in director independence.

Daniel Cooperman, Of Counsel with the Bingham McCutchen law firm, talks with Markkula Center for Applied Ethics Executive Director Kirk O. Hanson about where conflicts of interest arise and how disclosure and transparency address the problem.

Sam Glasscock, vice chancellor of the Delaware Court of Chancery, talks with Kirk O. Hanson, executive director of the Markkula Center for Applied Ethics, about fiduciary duty, the standard of care, and the standard of loyalty. Glasscock explains the function of a court of equity.

Bob Finocchio and Lon Allan, both directors of several companies, discuss the real job of the board of directors—representing the interests of the shareholders.

The characteristics of effective board members:

-Financial literacy

-Time

-Passion for the company or industry

-Independence

-Courage and willingness to confront people who may have more power

Bob Finocchio and Lon Allan, both members of the board of directors of several companies, talk about what boards can do to learn about what's really going on in a company. The board must gather data from multiple sources, including people who are not the CEO or CFO. The directors should have their nose in, but their fingers out. It's data gathering, not management of the company.

Bob Finocchio and Lon Allan, both directors of several corporate boards, talk about the relationship between the CEO and the Board. Finocchio emphasizes that the CEO works for the Board, not the other way around. While both are working for the same objective, maximizing shareholder return, there is necessarily some tension between them and the board must be willing to challenge the CEO, particularly the "rock star CEO."

The CEO also has reasonable expectations of directors: They should be prepared, available, and have some passion for the company.

Ethics and compliance officer Pat Gnazzo talks with Kirk O. Hanson, executive director of the Markkula Center for Applied Ethics, on how companies can manage the ethics and compliance function. As Gnazzo advises ethics and compliance officers

1) Don't see yourself as the expert.

2) Don't make a report on an ethics infraction before you've done a thorough review of the facts.

3) Don't try to preach morality. Talk about business ethics with respect to shareholder value.

Measuring ethics risk and making sure management and board are paying attention. Center Director Kirk Hanson talks with Patrick McGurn, special counsel to ISS Governance Services at RiskMetrics, about the people component of risk.

Pat Gnazzo, ethics and compliance officer for companies including United Technologies and Computer Associates, talks with Kirk Hanson, executive director of the Markkula Center for Applied Ethics about the distinctions between ethics and compliance. Compliance is based on a set of rules, regulations, and laws. Ethics and values are based on a set of standards the company imposes on itself.

In this interview, distinguished business ethicist Kirk Hanson speaks with

Meghan Skarzynski, a senior finance major at Santa Clara University, about

ethical challenges that a recent college graduate can expect to face when

starting their first job in the business world. Hanson is the Executive

Director of the Markkula Center for Applied Ethics. During her senior year

at SCU, Skarzynski was a Hackworth Fellow in Applied Ethics.

In this interview, distinguished business ethicist Kirk Hanson speaks with Meghan Skarzynski, a senior finance major at Santa Clara University, about ethics scenarios that a recent college graduate can expect to face when starting their first job in the business world. Hanson is the Executive Director of the Markkula Center for Applied Ethics. During her senior year at SCU, Skarzynski was a Hackworth Fellow in Applied Ethics.

Aligning the long-term interests of shareholders with executive pay strategies. A conversation between Center Director Kirk Hanson and Dan Siciliano from the Rock Center on Corporate Governance at the Stanford University School of Law.

The how and why of the financial collapse: Kirk Hanson talks with Mike Kelly, Chairman and CEO of Kinsale Associates.

Richard Moran, CEO of Accretive Solutions, talks with Kirk O. Hanson, executive director of the Markkula Center for Applied Ethics, about the ethical challenges for corporate boards when they need to fire the CEO.

A review of classical ethical approaches by Kirk O. Hanson, executive director of the Markkula Center for Applied Ethics at Santa Clara University.

The five ways to reason ethically are the greatest good; rights and duties; fairness; virtue; and the common good. A practical way to apply ethical principles to business decision making.

Preventing fraud through encouraging finance professionals to express concerns to superiors.

Kirk O. Hanson, executive director of the Markkula Center for Applied Ethics, interviews David Price, audit partner with Ernst & Young

Myron Steele, chief justice of the Delaware Supreme Court, and Kirk O. Hanson, executive director of the Markkula Center for Applied Ethics, discuss issues facing corporate boards in the next 20 years: fiduciary duty, shareholder empowerment, say on pay, proxy access, dual authority, and limited liability corporations.

Why do we value corporate governance? Executive Director of The Markkula Center for Applied Ethics Kirk O. Hanson interviews John Noble, vice chancellor, Delaware Court of Chancery. Definitions of "value" are discussed, as well as standards of behavior for boards. Other questions for consideration include: Are there limits on what actions shareholders can take? What about corporate conduct and charters? How are decisions made and challenges met? What are the moral, legal, and ethical implications of corporate governance? Studies suggest good corporate governance adds value, but not conclusively. It's more likely that bad corporate governance subtracts value. In the end, good corporate governance means that your board is meeting its fiduciary responsibilities, making informed judgments, and putting needs of company stockholders first.

How "aggressive accounting" led to fraud at HealthSouth. Marrkula Center for Applied Ethics Executive Director Kirk Hanson talks to Aaron Beam, former CFO, HealthSouth

What will keep boards of directors out of trouble? Hank Shea, distinguished fellow at the University of St. Thomas School of Law and visiting professor at University of Arizona School of Law, talks with Markkula Ethics Center Executive Director Kirk O. Hanson about corporate governance. Shea recommends that boards:

Go out in the field and talk to mid-level employees

Be sure that written policies are more than just the bare minimum of compliance but also identify values and aspirations.

Set the tone for dealing with dissent, both whistle blowers and those who simply disagree.

When a company must downsize, management faces tough decisions. Nearbuy Systems CEO Byran Wargo and CFO Kevin Beals talk about the painful choices they faced, including the need to let go of the CEO's own mother. They are interviewed by Meghan Skarzynski, a Hackworth Fellow at the Markkula Center for Applied Ethics.

Simon Lorne, vice chairman and chief legal officer for Millennium Management, talks about the role of internal auditors in the ethical culture of an organization. In conversation with Kirk O. Hanson, executive director of the Markkula Center for Applied Ethics at Santa Clara University, Lorne describes the programs he put in practice at Millennium, a hedge fund manager. They discuss rules-based vs. principled approaches to codes of conduct, the importance of communicating the company's values, rewarding compliance and punishing lapses.

Conducting credible corporate investigations: Kirk Hanson talks with Craig Martin, Partner, Morrison & Foerster and Catherine Madrid, Partner, Ernst & Young.

Sam Glasscock, vice chancellor of the Court of Chancery in Delaware, talks with Kirk O. Hanson, executive director of the Markkula Center for Applied Ethics, about compensation for corporate executives and corporate boards, board independence, and fiduciary duty.

Jim O'Toole, Senior Fellow at The Markkula Center for Applied Ethics, discusses financial fraud with David Jolley, Managing Partner for Markets, Ernst & Young.

How is it that "good people" do "bad things?" Three criteria are typically in play, according to Jolley: pressure, opportunity, and incentive. For those who work in the financial and securities industries, there is significant pressure to meet expectations. If companies fall short of expectations, the consequences can be devastating for a stock. What can CFO's do on practical terms to promote an ethical environment? The CFO sets the tone: do the right thing, be smart, and manage the numbers by managing the underlying business. Similarly, the CEO sets the tone as well, and consequently there needs to be the right balance between CFO and CEO. Even with Sarbanes-Oxley and learning from past business ethics pitfalls, the onus is still on the organization to maintain high ethical standards.

Challenges for the U.S. economy over the next decade include education, retirement, and lack of growth according to former chief accountant for the SEC Lynn Turner. Turner is interviewed by Kirk O. Hanson, executive director of the Markkula Center for Applied Ethics.

Henry "Hank" Shea, professor of law at St. Thomas University and former federal prosecutor, talks with Kirk O. Hanson, executive director of the Markkula Center for Applied Ethics, about whistleblowing. Under Dodd-Frank, whistleblowers are eligible for potentially large cash bounties. Shea argues that this provision can serve as a wake-up call for companies to ask, "Are we doing everything possible to have our people come to us first?" Organizations, Shea says, should welcome the type of person who asks, "Why are we doing it this way? Is this the fairest way to serve our customers?"