Malfeasance,culture and tone-at-the-top
October 11, 2012

As the frameworks for effective risk management become increasingly elaborate and prescriptive, there is an increasing likelihood of unintended consequences for boards and the companies they oversee. The big risk is that of becoming lost in detail and checklists at the expense of the “big picture”, which includes oversight of corporate culture and “tone-at-the-top”. Consequences may range from undue tolerance of policy infractions and tardy responses to internal audit findings, to a failure to “come clean” on acts of neglect and malfeasance.

How do boards get their arms around the nebulous concepts of culture and tone-at-the-top and their related oversight responsibilities? What is the track record of Canadian boards in overseeing the integrity of management at the highest levels? How effectively do they respond when there is an event where senior management may be implicated? How do boards and management balance the desirability of transparency in times of crisis with the possible legal implications of open stakeholder communication? How does the board maintain a relationship of trust without losing an element of creative tension in its oversight of culture and tone-at-the-top? The upcoming Directors’ Series session will examine these and other key issues.


  • David Beatty – Director of the Clarkson Centre for Business Ethics & Board Effectiveness at the University of Toronto’s Rotman School of Management
  • Gail Cook-Bennett – Chair of the board, Manulife Financial Corporation
  • Michael McCain – President & CEO, Maple Leaf Foods Inc. (via pre-recording)
  • Peter Dent – National Practice Leader, Forensic & Dispute Services, Financial Advisory, Deloitte
  • Don Wilkinson – Vice Chair, Deloitte



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