The Chairman of the Board has a duty to lead the board to establish a sound ethical culture. The board is responsible for the governance of the company. With the assistance of the CEO and senior management, the Chairman and the board have the responsibility to see that the ethical culture is infused throughout the organization and becomes operationalized. The Chairman should enhance his/her role to become the “Chairman of the Company”, without assuming a management function. The beacon of ethical leadership in an organization is a pre-condition to the prevention of corruption and bribery.

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Gwyn Morgan, Chairman of the Board of SNC-Lavalin from 2007 to 2013, published an article in The Globe and Mail (Report on Business, July 27, 2013) titled “What I learned from SNC-Lavalin’s Woes.” In response to Mr. Morgan’s comments, I wrote a letter published in The Globe and Mail (Letters to the Editor, July 30, 2013). I described Mr. Morgan’s “lessons learned” article as “weak, defensive and unpersuasive” and “unconvincing”. The ‘lesson’ that Mr. Morgan did not learn was that the Chairman of the Board and the board, as the leadership of the company, are responsible for assuring that the company they direct and supervise has established the right corporate culture, and management they appoint practices strong ethical values.

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