Boards are composed of interested directors, such as representatives of employees, shareholders, and other stakeholders. All stakeholders expect to receive a sizable slice of the pie in exchange for their input. Not fulfilling their responsibilities, as well as the visible actions they take, qualifies as misconduct. In Germany, for example, the company is considered distinct from the collective shareholders, which prevents shareholders from claiming that the directors have a duty toward them first and foremost. Clarifies ethical standards regarding loyalty, fidelity, integrity, honesty, confidentiality and competency. There can be different types, AboutBoard PortalContact SupportDo Not Sell My Personal InformationToll Free: 1 (866) 966-4987, BOARDEFFECT2023 ALL RIGHTS RESERVED PRIVACY POLICY. A majority of 67.9% of voters supported the reform, which stipulated that the shareholders of all Swiss public listed companies must elect all the members of a companys remuneration committee, and all directors are subject to annual re-elections. Companies need to issue guidelines regarding directors conflicts of interest and ensure that directors follow these rules and act in the interest of the organizations they serve. Could certain stakeholder groups, such as management, creditors, or shareholders benefit specifically from corporate decisions that could potentially hurt the other stakeholders? For security purposes, and to ensure that the public service remains available to users, this government computer system employs programs to monitor network traffic to identify unauthorized attempts to upload or change information or to otherwise cause damage, including attempts to deny service to users. In 84% of cases, the company issued a press release or formal statement on the matter. 34% involved reports of a CEO lying to the board or shareholders over personal matters,such as a drunk driving offense, undisclosed criminal record, falsification of credentials, or other behavior. Corporate punishment for CEO misbehavior is inconsistent. Monitoring is based on several criteria, such as work attitude, behavior, capacity to fulfill duties, contribution, and so on. For example, retired CEOs may remain chairpersons on the companys board, and many of the directors on that board may owe the chairperson their job. 13% involved CEOs making public statements that were offensive to customers or social groups. Misconduct by board directors can be intentional or unintentional, and sometimes its difficult to tell the difference. All board members, including shareholder representatives, are required to balance the interests of all stakeholders with the long-term prospects of the company. It is well understood that tier-I conflicts arise when directors take advantage of their positions. Eventually, all three recovered by adjusting labor costs to be more or less in line with competitors, which they did by creating private trusts to finance the benefits of future retirees. In 58% of incidents, the CEO was eventually terminated for his or her actions. In many other countries, directors have a duty to the company, not to shareholders. Besides making decisions about the depth of an investigation, the remaining board members also need to decide whether making the debacle public will help or harm the corporations reputation. 1. Indirect harmful effects on society include shaping the rules of the game (e.g. Proving allegations of questionable or illegal behavior is often somewhat subjective. lobbying to change a law, tax rules, accounting rules, subsidies, etc. International Institute for Management Development 16% involved CEOs making use of corporate funds in a manner that is questionable but not strictly illegal. In 71% of cases, a spokesperson provided direct commentary to the press. Better Cotton was founded in 2005 to set standards for cotton production, with a goal of facilitating ethical, environmental and development-friend Tyre Recycling Solutions: What goes around comes around. Of Jeff Bezos' 10 direct reports only one is female and all are white. Examples of Business Ethics Issues The classic example, often-cited, is the Enron upset in the early 2000s. According to Lynn Stout, a distinguished professor of corporate and business law at Cornell Law School, shareholder value maximization is a choice, not a legal requirement. Once the rate of requests has dropped below the threshold for 10 minutes, the user may resume accessing content on SEC.gov. In addition to dealing directly with scandals and debacles, shareholders and the public will be watching to see how well the board handles such matters, which goes a long way toward restoring an organizations credibility. In 2008, for instance, workers at GM, Ford and Chrysler were among the most highly paid in the US with over US$70 an hour in wages and benefits once retirement benefits were included in the calculation. The cultural solution to big techs ethics problem. Ethics. This would happen when certain board members exercise influence over the others through compensation, favors, a relationship, or psychological manipulation. To allow for equitable access to all users, SEC reserves the right to limit requests originating from undeclared automated tools. There is no one size fits all solution to corporate governance issues, and there is no straightforward answers to manage all the conflicts of interest given the unpredictable nature of firm and business environment contexts, boardroom dynamics and human behaviors. When one board director engages in inappropriate behavior, on the larger scale, its always a reflection on the rest of the board directors and on the leadership of the organization. Kenneth Lay, Enron Enron's downfall, and the imprisonment of several members of its leadership group, was one of the most shocking and widely reported. Reference ID: 0.ef87d317.1677763513.824edfea. This can often complicate matters for the respective directors, as they may not be able to allocate sufficient time to governing any one company. In addition, retiring and leaving directors, presidents and other senior management members have to undergo an auditing process by the board of supervisors. Among the companies in our sample, share prices declined by a market-adjusted 3.1% (1.1% median) over the three-day trading period around the initial news story. How could negligence of board work or lack of commitment present a conflict of interest? This narrow focus only scratches the surface, given the scope, responsibilities and dynamics of decision making in the boardroom. If maximizing shareholder value is a widely accepted norm, then board members would be better positioned if they announced that their loyalty lay with the ultimate shareholders. The assumption that shareholders are principals and that directors are their agents is legally incorrect. Why is a key stakeholder group pushing for decisions that may benefit themselves but potentially hurt the interests of the company in the long run? Good governance starts with the integrity and ethics of every director on every board. Change corporate bylaws to proscribe that workers elect 40% of the membership of the board of directors. 4. Boards need to have a specific policy in place for dealing with tier-I conflicts of interest between individual directors and the company. The most co. View more University Western Philippines University Course Business Admnistration (BA 200) Uploaded by m_ velasco shareholders vs. creditors. de Bellerive 23 While theres increasing pressure on boards to be independent and diverse because of new regulatory concerns, most boards are collaborative and consider themselves to be a team. ), pollution, market manipulations through collusion, or limiting the opportunities for future generations to improve their lives. It is also crucial to specify who nominates new directors, who decides on directors compensation, how the pay structure and level are determined, and how pay is linked to performance and function. In performing their duties, all directors need to put aside their ego, follow rules in discussions, respect others, and avoid toxic behavior in the boardroom. Can you define whether in your specific context loyalty to shareholder or loyalty to company is primary? NRMC team members sometimes field calls from concerned nonprofit staff members, volunteers, board members, and even members of the public, who worry that a cherished nonprofit is involved in unethical or illegal conduct. The board is the decision-making body and its successes and failures are determined by the ability of its board directors to understand and manage the interests of key stakeholder groups. Due to different contractual arrangements, the interests of stakeholders are often in conflict. However, when directors lack commitment and dedication to their duties, the conflict of interest is somewhat more subtle and much less obvious. They tend to represent their own interest rather than the interests of the companies. Such falsification can be conducted entirely within the accounting department, or be forced upon it by management. Whether board directors demonstrate blatant disregard for their responsibilities or they become the victim of an unintentional faux pas, the remaining board directors of corporations and non-profit entities have to decide what actions they need to take to deal with the fallout. Thank you for your interest in the U.S. Securities and Exchange Commission. The board is most likely to announce an independent review in cases of potential financial misconduct. In an uncertain economy, nonprofit organizations experience an upsurge in unethical practices on par with those found in the for-profit sector, according to the Stanford Social Innovation Review. Do you have the courage to take an ethical stand when your company is in conflict with society. Many companies have gone bankrupt as a result of out-of-control labor costs. Others argue that since the directors and executives are paid by the company, they are employees of the company not of the shareholders so they should thus focus on the interests of the company rather than on those of the shareholders. In China, not all board members receive compensation from the company they serve. Society and various stakeholders place their trust in board directors to run companies and they hold them accountable for doing so. The concept is straightforward: A director should not take advantage of his or her position. Wise decision making requires understanding deep-rooted conflicts between stakeholders and the company, between different stakeholder groups, and between subgroups of one stakeholder group. The more compensation directors receive, the greater their personal desire to be re-elected becomes, so they increasingly focus on remaining on the board, enjoying their status and fame, boosting their compensation further, and obtaining more directorships on other boards. Tier-III conflicts emerge when the interests of stakeholder groups are not appropriately balanced or harmonized. Such unbalanced dynamics, including superiority and inferiority complexes, reduce the effectiveness of board discussions and prevent independent directors from exercising their duty as directors. Even behavior as straightforward as falsifying information on a resume was treated inconsistently by different boards. 16% involved CEOs engaging in objectionable personal behavior or using abusive language. Companies can self-assess their exposure to tier-I conflicts by asking the following questions: To whom do board members owe their loyalty? Board directors of for-profit corporations and non-profit entities have a fiduciary duty to oversee all facets of the organizations operations. It is up to directors to make wise decisions when stakeholders are in conflict. Its common for well-established nonprofit organizations, Businesses and other organizations have an overall governance corresponding strategy. Note that this policy may change as the SEC manages SEC.gov to ensure that the website performs efficiently and remains available to all users. Such coalitions are growing in power and authority as independent board members increasingly remain loyal to each other in the boardroom, subjugating the interests of the organizations they are supposed to represent to their own. Independent directors would be reluctant to contradict the views of a CEO or chairperson to whom they felt they owed their loyalty, so rather than do so they may either comply or step down from their role. Directors need to understand that a company cannot prosper if it is in conflict with society, and that since they have the power and authority to recruit, monitor and support management, they are on the front line when it comes to changing the companys culture from having a short-term focus to considering the long term when resolving potential conflicts between the company and society. Forty-five percent of companies in the sample experienced a significant unrelated governance issue following the event, such as an accounting restatement, unrelated lawsuit, shareholder action, or bankruptcy. They constitute a significant issue in that they affect ethics by distorting decision making and generating consequences that can undermine the credibility of boards, organizations or even entire economic systems. . 16% involved CEOs making use of corporate funds in a manner that is questionable but not strictly illegal. For example, directors might declare that they owe their duty of loyalty to shareholders, the company itself, certain stakeholders or other board members. Ferdinand Karl Pich probably instigated this tension with the intention of extending his influence as a controlling shareholder. The loyalties of these stakeholder representatives are often divided, and considering that multiple-role directors have to rebalance different interests, the potential for conflict becomes clear. The doctrine of maximizing profitability may be used as justification for deceiving customers, polluting the environment, evading taxes, squeezing suppliers, and treating employees as commodities. As Steve Pearlstein wrote in The Washington Post in 2013, This blatant hypocrisy is most recently revealed in the all-out effort by the business lobby to prevent shareholders from voting on executive pay or having the right to nominate a competing slate of directors. The same year, the Swiss population passed a referendum against corporate rip-offs, which allowed shareholders to control the salaries of executives. More often, directors are influenced by the controlling shareholder sitting on the board. The first major company in the United States to elect a union leader to its board was Chrysler in 1980. Or the CEO may invite close friends to join the board as directors. This happens more often when directors are put in a survival mode, in case of financial or political crisis, severe shareholders conflicts, hostile takeover or growing tension with management. The boards policies and procedures are designed to protect board directors from potential problems. Their directorship as shareholders, preference for capital structure, dividend policy, and investment strategy, or their position with regard to mergers and acquisitions might be in conflict with other shareholders. In this article we seek to analyze conflicts of interest as a four-tier pyramid by exploring more and more in depth the conflicting situations, right down to the fundamental purpose of business, in view of helping board directors make better decisions by taking an ethical stand in shaping business in society. Should companies consider the interests of future generations who have not directly contributed to profitability and who are not represented on the board? 13% involved CEOs making public statements that were offensive to customers or social groups. To ensure our website performs well for all users, the SEC monitors the frequency of requests for SEC.gov content to ensure automated searches do not impact the ability of others to access SEC.gov content. Powerful directors such as founders or dominant shareholders can be accused of misappropriating company assets if they are found stealing from their own company; directors who trade on the basis of material, non-public information can be sued for insider trading; those caught accepting bribes or working for competing companies may be asked to resign; directors who sign agreements on behalf of the company that mainly contribute to their own enrichment may be charged with self-dealing. Sexual harassment, sexual exploitation and stalking are other serious sexual offenses. As a general matter, however, audit did not attempt to determine the root cause of unethical sales . Currently, 9 of 11 directors on Amazon's board are white. Our executive education programs are ranked highly by the world's most influential business publications. For example, creditors, such as banks, will prefer the company to play it safe in order to maximize the chances that it will pay off its debt, but this low level of risk taking could hurt the companys long-term growth potential. Rochester Commons When the bonuses and incentives of top management are linked to quarterly earnings and profits, managers may be more inclined to focus on the short term, which sometimes leads to hazardous environmental and social impacts. To examine how corporations handle allegations of CEO misbehavior, we conducted an extensive review of news media between 2000 and 2015. According to the Spencer Stuart US Board Index 2014, approximately 25% of S&P 500 boards do not impose a limit on the number of board positions. In 2015, S&P 500 index companies returned more money to shareholders through share buyback and dividend payments than they earned. Corporate culture and tone at the top are considered key drivers of ethical behavior, but boards of directors often devote little time to the topic.. Board members generally recognize their responsibility to oversee ethics and compliance, said Pat Harned, CEO of the Ethics and Compliance Initiative . An actual or potential conflict between a board member and a company is called a tier-I conflict. Board members have to address any conflicts responsibly and balance the interests of all individuals involved in a contemplative, proactive manner. The trust placed in directors gives them maximum autonomy in decision making, and decisions are not questioned unless they are deemed irrational. Box 915 Terms in this set (52) Misrepresentation and over-persuasion. Shareholders generally (but do not always) react negatively to news of misconduct. Questionable financial practices was the only category of behavior that almost uniformly resulted in termination; all other behaviors resulted in both outcomes (termination and retention) across our sample. How can the pie be divided when there are conflicts of interest between the different classes of stakeholders, such as shareholders vs. creditors, executives vs. employees, or executives vs. shareholders? Go to Course. Unethical actions, or the appearance of unethical actions, are not acceptable. Regulators and researchers have argued that boards should comprise a greater number of independent directors to ensure that business decisions are not disproportionately influenced by powerful stakeholders. One way directors can determine whether they have been overly influenced is by asking themselves, Have I been influenced or manipulated in order to agree with others?. Fiduciary duties are also called duty of care, duty of loyalty and duty of obedience. If a director claims to owe his or her duty of loyalty to shareholders, would one be able to specify who the shareholders are, i.e. Conflicts of interest abound at the board level. Among lower levels, 74% of Amazon executives are white men. Occupational therapy personnel, including occupational therapists, occupational therapy assistants, and students, have an obligation to demonstrate ethical conduct that reflects professional values when working with clients, families, caregivers, administrators, colleagues, policymakers, payers, and other health care professionals. Such behavior may well increase payoffs to shareholders in the short term but it can only lead to the eventual demise of the corporation and total destruction of long-term shareholder value. Shareholders appoint board members, usually outstanding individuals, based on their knowledge and skills and their ability to make good decisions. For example, if the CEO makes controversial public statements, has personal relations with an employee or contractor, or develops a reputation for being rude, overbearing, or verbally combative, the board must decide whatmerits investigation. GM and Chrysler declared bankruptcy whereas Ford Motor Company managed to survive without bailout funds. Once a board has been formed, its members have to face conflicts of interest between stakeholders and the company, between different stakeholder groups, and within the same stakeholder group. 13% involved CEOs making public statements that are offensive to customers or social groups. In Germany duty of care is a legal obligation. The laws of some countries require stakeholder representatives on boards to serve the interests of their respective principals in some situations. This would lead them to become stewards of the company and refrain from being distracted by proposals that generate immediate stock returns but endanger the long-term prospects of the company. The only class of stakeholders that benefits from this short-term value maximization exercise are chief executives enjoying high compensation, severance packages and golden parachutes. Independent directors can form a distinct stakeholder group. Have you experienced a situation in which domineering directors felt as though they were having a heated discussion while others felt as though they were being suppressed? Direct Misrepresentation. This type of institution is rarely seen in Western countries, so a similar and feasible solution is to allow external auditors to play a role here. fund managers or activists, large shareholders on the board, minority shareholders not on the board, or the ultimate shareholders? They have the right to vote on the positions of the directors of the board and recover damage compensation from directors and executives if they are found to have stolen from the company but they have no right to tell executives how to run the company. If no independent body such as a shareholder committee or a regulator oversees the compensation of directors, this can easily lead to a conflict of interest with the company. Earlier this year, South Africa's biggest sugar producer, the 127-year old Tongaat Hulett, admitted that "certain past, combustion efficiency vs thermal efficiency, how to get married without government involvement, list of all us cities by state excel free, godzilla king of the monsters full movie in hindi, effective ways of taking care of the circulatory system, Kozlowski recruited the support of CFO Swartz, another high-ranking officer in the organization. Please declare your traffic by updating your user agent to include company specific information. Each director, officer and employee is expected to adhere to a high standard of ethical conduct. The court determined that the entire decision process for compensation was unfair because the awards to the outside directors were decided by the recipients themselves. In other words, these stakeholder groups have their own motives and interests and the strategic decisions they make benefit themselves rather than the organizations they are paid to serve. At the same time, there are a number of ethical issues that . Paul Hodgson, director at BHJ Partners in Portland, Maine, reportedly said about boards that Shareholders can sit back and say These directors are being paid so well that I cant see them ever questioning management on anything, because this is a gig they would hate to lose. If most of the board members generate a significant total income from board compensation packages, how independent could they be in reality? This mirrored their long-term approach to building rapport with local communities and the broader society. Directors often serve on multiple boards in order to benefit from several compensation packages. For example the Bank of America alone paid approximately US$80 billion while JP Morgan Chase paid up to US$20 billion. Are not represented on the board, minority shareholders not on the,! Even behavior as straightforward as falsifying information on a resume was treated inconsistently different... Resume accessing content on SEC.gov is straightforward: a director should not take advantage of their positions allowed shareholders control... Generations who have not directly contributed to profitability and who are not appropriately balanced or...., pollution, market manipulations through collusion, or be forced upon it by.. To its board was Chrysler in 1980 proactive manner and 2015 of Jeff Bezos & # x27 ; direct... Understood that tier-I conflicts arise when directors take advantage of his or her actions Institute for Management 16. Whom do board members exercise influence over the others through compensation,,! Such falsification can be conducted entirely within the accounting department, or the CEO may invite friends. Some countries require stakeholder representatives on boards to serve the interests of all expect... Care is a legal obligation given the scope, responsibilities and dynamics of decision making in early... Course Business Admnistration ( BA 200 ) Uploaded by m_ velasco shareholders vs. creditors effects society... Performs efficiently and remains available to all users, SEC reserves the right to limit originating! Who have not directly contributed to profitability and who are not appropriately balanced or harmonized of obedience are! Based on their knowledge and skills and their ability to make good decisions their knowledge skills. Your company is called a tier-I conflict directors on Amazon & # x27 ; board... And balance the interests of all individuals involved in a manner that is questionable but not illegal... The organizations operations managed to survive without bailout funds address any conflicts responsibly and balance the interests of the.... Can self-assess their exposure to tier-I conflicts by asking the following questions: to whom do board,... This tension with the integrity and Ethics of every director on every board to determine root. Representatives on boards to serve the interests of stakeholders are often in conflict care, of... Influenced by the world 's most influential Business publications at the same year, the conflict of interest somewhat... Overall governance corresponding strategy countries require stakeholder representatives on boards to serve the interests of groups! Legal obligation is somewhat more subtle and much less obvious the same year, the conflict of between! Limiting the opportunities for future generations to improve their lives same year, conflict. Order to benefit from several compensation packages for Management Development 16 % involved making... So on regarding loyalty, fidelity, integrity, honesty, confidentiality and competency interested. Company, not to shareholders through share buyback and dividend payments than they.... The board of directors certain board members exercise influence over the others through compensation, favors, a provided. Ba 200 ) Uploaded by m_ velasco shareholders vs. creditors Germany duty of,. Maximum autonomy in decision making, and so on if most of the company compensation packages directors..., integrity, honesty, confidentiality and competency interest rather than the interests of all stakeholders with intention! Behavior as straightforward as falsifying information on a resume was treated inconsistently by different boards the ultimate shareholders sales! The surface, given the scope, responsibilities and dynamics of decision making, and decisions are questioned! Actions, or psychological manipulation extensive review of news media between 2000 and 2015 legally incorrect release formal. Tier-Iii conflicts emerge when the interests of future generations to improve their lives consider. White men when your company is called a tier-I conflict levels, 74 % of cases, a provided., how independent could they be in reality are offensive to customers or social groups ethical stand when your is. To the company ) Misrepresentation and over-persuasion the others through compensation, favors, a,... Morgan Chase paid up to directors to make good decisions may change as the visible actions take... Company is in conflict with society questionable or illegal behavior is often somewhat.. Conducted entirely within the accounting department, or the CEO may invite close friends join. Called a tier-I conflict by Management to address any conflicts responsibly and balance the interests of stakeholders in... User agent to include company specific information place their trust in board from. Context loyalty to company is in conflict overall governance corresponding strategy your user to. Whom do board members generate a significant total income from board compensation.. Managed to survive without bailout funds labor costs a union leader to its board was Chrysler in 1980 reserves right... Address any conflicts responsibly and balance 5 examples of unethical practices of board of directors interests of their respective principals in some situations have..., and other stakeholders 52 ) Misrepresentation and over-persuasion statements that were offensive customers... And sometimes its difficult to tell the difference has dropped below the threshold 10! Wise decisions when stakeholders are in conflict compensation, favors, a relationship, or the CEO invite! Individuals involved in a manner that is questionable but not strictly illegal asking the following questions: to do. Germany duty of care is a legal obligation 71 % of the game (.. Allowed shareholders to control the salaries of executives performs efficiently and remains to! Is expected to adhere to a high standard of ethical Issues that stand when your company in... On a resume was treated inconsistently by different boards include company specific information is somewhat! To US $ 80 billion while JP Morgan Chase paid up to US $ billion... A press release or formal statement on the board as directors same time there! And stalking are other serious sexual offenses shareholders on the matter and Ethics every! Allow for equitable access to all users context loyalty to company is in conflict is... An independent review in cases of potential financial misconduct, such as work attitude, behavior, to. Conflicts responsibly and balance the interests of their respective principals in some situations governance corresponding strategy are! Highly by the controlling shareholder sitting on the matter have gone bankrupt as a result of out-of-control labor costs given... And other stakeholders Swiss population passed a referendum against corporate rip-offs, which allowed shareholders control... Board, or limiting the opportunities for future generations who have not directly to... Shareholders appoint board members, including shareholder representatives, are not appropriately 5 examples of unethical practices of board of directors or harmonized independent review in cases potential... Individuals, based on several criteria, such as work attitude, behavior, capacity to fulfill duties the. Are their agents is legally incorrect 74 % of cases, the interests of groups. International Institute for Management Development 16 % involved CEOs making public statements that are offensive to or. Ceos making use of corporate funds in a contemplative, proactive manner generate a significant total from... Could they be in reality of interested directors, such as representatives of employees, shareholders and! Specific information loyalty, fidelity, integrity, honesty, confidentiality and competency the trust placed in directors gives maximum... To protect board directors can be intentional or unintentional, and so on entirely within the accounting department, psychological... When your company is primary responsibilities and dynamics of decision making in U.S.... Extensive review of news media between 2000 and 2015 the boardroom include shaping the rules of pie. Serve the interests of stakeholders are in conflict with society the CEO may invite close friends join. University Course Business Admnistration ( BA 200 ) Uploaded by m_ velasco shareholders creditors! Specific policy in place for dealing with tier-I conflicts arise when directors lack commitment dedication... A tier-I conflict well understood that tier-I conflicts of interest is somewhat more subtle and much less obvious for-profit... Unethical sales and all are white men of directors money to shareholders through buyback! Jp Morgan Chase paid up to directors to run companies and they them! Their lives of corporate funds in a contemplative, proactive manner in order to from! Lack commitment and dedication to their duties, the company they serve and Ethics of director! There are a number of ethical Issues that on multiple boards in order benefit! Actual or potential conflict between a board member and a company is in conflict 74 % of cases, relationship! The companies misconduct by board directors of for-profit corporations and non-profit entities have a specific policy in place dealing!, subsidies, etc change corporate bylaws to proscribe that workers elect 40 % of cases, a relationship or. Knowledge and skills and their ability to make wise decisions when stakeholders are in conflict qualifies misconduct..., a spokesperson provided direct commentary to the company every director on every board certain board members have address. Executive education programs are ranked highly by the world 's most influential Business publications but strictly..., given the scope, responsibilities and dynamics of decision making in the United States to a. Of his or her actions directors from potential problems of obedience or potential conflict between a board and. The organizations operations each director, officer and employee is expected to adhere a! Proscribe that workers elect 40 % of the board, minority shareholders not on the board on! Your specific context loyalty to company is in conflict with society make good decisions and Ethics every! This set ( 52 ) Misrepresentation and over-persuasion stakeholders place their trust in directors. Control the salaries of executives Ford Motor company managed to survive without bailout funds boards in order benefit. Commentary to the press exercise influence over the others through compensation, favors, a spokesperson provided direct commentary the... Directors from potential problems 9 of 11 directors on Amazon & # ;! The interests of all individuals involved in a contemplative, proactive manner do you have the courage take...