WHO IS RESPONSIBLE FOR TRAINING THE BOARD?
Board members, like all in leadership positions in organisations which provide goods and services, spend and receive money and utilise employees or volunteers to do so, require 'technical knowledge, financial competence, innovative imagination, and also ethical understanding, discerning judg- ment and moral courage' (McCoy, 1985, p. 235). Technical and financial competence will in part be established by the appointment of suitably quali- fied people to the board, and responsibility for management of the selection and appointment process traditionally is a duty of the board chair, although the formal decision on appointment or nomination may lie with shareholders, members or specific interest groups, depending on the corpo- rate rules and local statutory requirements. When there are changes in the laws governing corporations, consultancy groups, law firms, professional bodies and the like will respond with specific, content-driven training programmes. The firm's own legal department, if there is one, may also provide industry- and firm-specific training.
But what of innovative imagination, ethical understanding, discerning judgement and moral courage? These are personal qualities, virtues, dispo- sitions towards certain forms of behaviour, quite unlike understanding of the legal implications of recent changes in the accounting standards. Competency levels and training effectiveness in these categories cannot be assessed as easily and accurately as is the case with technical knowledge, and that has an impact on who is responsible for the training and who might be involved. While the chairman might be responsible for the over- sight of all training for board members, only in rare cases would it be appropriate for the chairman to actually conduct the training. Yet the chairman may not only be in a better position than anyone else on the board or within the organisation to assess the moral competence of board members; he or she can also be a key provider of ethics training through mentorship and example. In some cases another member of the board may be the one to whom members look for this kind of advice and guidance, and these are valuable members, contributing both to the development of individual capacity and to the maintenance of systems and procedures for ethical decision making around the board table.
Thus, the board itself has an active role to play in the moral develop- ment of its members (and as we will see later, in the maintenance of systems which support ethical decision making). Consultants, the local institute of directors (or whatever the relevant professional body is called), personal coaches, universities, colleges and other organisations may provide training materials and conduct training sessions but the assessment of capability and performance lies with the board - indeed some suggest that this is a responsibility solely of non-executive directors (Cadbury, 1992, p. s4.5). Within larger organisations there may be an ethics officer, general counsel, company secretary, a quality unit or a human resource management department which might provide information about best practice and prompt the board to regular review of its performance, but the board can- not delegate responsibility for its moral awareness and behaviour to others.
So too it is with the structural aspects of integrity - the procedures
which the board uses to make decisions. Advice will be available from many sources. However, even when specific procedures are adopted in line with widely accepted good practice that does not mean that they are fol- lowed in spirit or even to the letter. For instance, a rule requiring seven days notice of motions and the prior circulation of papers may be routinely over-ridden by explicit resolution of the board and be of little effect.