Leadership Requires Integrity

September/October 2005

Lt. Gen (Ret.) J. W. Kelley advised the 2007 Class of the U. S. Air Force Academy that “Values and standards are critical and go hand in hand with character and leadership . . . Integrity is the single most important element of your character [to be a leader]. The last time I checked, integrity had no elastic properties whatsoever. Don’t try to stretch it. You either have it, or you don’t. And as my friend, General Ron Yates says, ‘I don’t know anyone who has some of it!”

I think this is good advice to both boards of directors who oversee their organization’s leaders, as well as to lawyers and consultants who advise them. The duty of both is provide such oversight and advice for what they believe is in the organization’s best interests. Perhaps it is time for board’s to oversee, and lawyers and other independent advisers to advise, our organization’s leaders with respect to issues of integrity in “black or white” terms.

Jay Kelley is a good friend. He is more responsible for where my daughters are in their careers than I am. So I listen when Jay speaks. Although, when he does so, he quizzes more than he preaches, I can tell from his past questions on issues of governance that he believes a failure in corporate America is not having black or white standards.

Being trained and having lived as a lawyer for over 35 years, I think in shades of gray rather than black or white. But I now think that a board that judges, and a lawyer or other independent adviser that advises, executives with respect to their practices and standards in terms of shades of gray does a disservice to the organization. As Jay Kelley also told the cadets, “So, what’s it gonna be for you? High standards or double standards? You know the answer.”

Government is partly to blame for these double standards. The tax laws, such as the alternative minimum for example, defy not only comprehension, but also fairness. So lawyers and accountants began advising how to reduce taxes. Boards began judging executives by how much they brought to the bottom line, including how much they could increase that line by reducing taxes. We then applied the same gamesmanship to accounting principles which, unfortunately, still focus on “accepted” rather than “best” practices.

The basic principal of the American corporate system remains sound: Independent oversight of management by independent directors with the assistance of independent advisers, with accountability of executives for the practices and standards employed. The failure over the last decade was not holding those executives to the best practices and the highest standards. It is now time that we do because who wants to invest or otherwise rely upon an organization that chooses “generally accepted” practices rather the best or “acceptable” standards rather than the highest?

Although there is no “I” in team, there is an “i” in leadership, and it stands for integrity. You either have it and you can lead, or you don’t and should step aside.

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