The perils to a company of not having a comprehensive corporate governance audit should become clear when one takes a closer look at the organisations to have been guilty of some of the most egregious ethics and compliance failures of recent years. VW, FIFA, Petrobas, Toshiba and Deutsche Bank were all named by Compliance Week in its list of the top five such failures last year, and with good reason.
There are many examples down the years of how companies can suffer value destruction when their strategies and business models fail to adapt to changes in economic circumstances. The oil sector provides an excellent example of this, with the price of a barrel of oil having dropped from over $100 to under $30 in about a year. Oil companies may have considered the risk of a fall in oil prices, but few seem to have envisaged that it would actually happen and have such disastrous consequences for the sector.
It may be argued by many that failures in corporate governance could not possibly have a similarly catastrophic effect, and yet, Compliance Week‘s ranking belies this, showing how value can be damaged inside companies due to culture and control weaknesses. Such consequences as hefty regulatory fines and sanctions, regime change, major shocks to share prices, heavy reputation and brand damage and the severe loss of customer and shareholder trust have all resulted from companies failing to maintain high standards of corporate governance.
Certain common features are often apparent across many of these corporate governance scandals, including a weak and sometimes poisonous culture, managerial permission for and even encouragement of rule-breaking and an attitude to bribery and corruption well out of line with that expected and demanded by customers, regulators, politicians and the wider public alike.
With the news in January that Adidas was bringing an early end to its contract with the athletics world governing body, the IAAF, due to a doping scandal – leaving that organisation an estimated $30 million poorer – it became clear that the consequences of corporate governance failure would not merely be a theme of 2015.
Such developments highlight the continued pressing importance of companies having a strong, positive culture, effective controls, incentivisation schemes that encourage appropriate behaviour and a board and management team that shows the highest integrity in its leadership. While companies are not always able to control economic factors, they can most certainly control their own corporate governance systems, which provides all the more reason for them to take seriously the value of a suitably all-encompassing corporate governance audit.