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|In: Business Ethics|Last Updated:

“Device giants shed integrity agreements” read the 9/27/2014 StarTribune business section headline.

As explained in the article, an integrity agreement is a signed commitment that a corporation will, while the agreement is in force, obey the law.

Temptation is, for us Sarcastics Anonymous members, so, so hard to avoid. After all, we natural persons have to obey the law even when we haven’t signed an integrity agreement.

But it turns out that while integrity agreements really are evidence corporations aren’t people, too, this isn’t why. U.S. government agencies make use of integrity agreements, not to give corporations an obligation to obey the law, but in recognition that just because its CEO and board of directors want a large corporation to do something, that doesn’t mean it will.

Integrity agreements specify that signing corporations will implement organizational structures and processes designed to ensure they do obey the law — a compliance officer and committee; written standards and policies; a comprehensive employee training program and so on.

They’re recognition that corporations are different from us “natural persons” in a deep and fundamental way. Our brains don’t need committees or organ training programs to get our bodies to do what they’re supposed to do.

A few billion years of evolution have resulted in systems that let the brain control things because for us natural persons our tissues and organs all share a common set of interests. More or less.

Anyway, unlike us the “organs” and “tissues” that make up a business … its departments and employees and please don’t push the metaphor! … have very different versions of what self-interest means. Reducing the gap is one of the most important responsibilities business leaders have, and reducing the extent to which employees and departments act on the gap that remains is one of the most difficult.

What’s the solution? Processes and organizational structures, according to the federal agencies that require integrity agreements. Were we to be unkind we might call it bureaucracy, or perhaps the Compliance Police.

Not that we should sneer. In the turn-executive-intent-into-organizational-action game, business pundits and consultants of all stripes tend to converge on these answers, usually adding metrics as a critical element.

And all of these, with the possible exception of metrics, are important. They just aren’t the lead story. But first, a few words about the futility of metrics, in the form of a question: How exactly might a corporation measure its current level of law-breaking?

Not the number of lawsuits, indictments or prosecutions. These measure the number of times the company got caught, and even there the metric will lag the infractions by years.

Internal Audit? It has its hands full looking for accounting irregularities.

We’re talking about something that’s difficult and expensive — choosing a random sample of decisions and actions in all parts and at all levels of the company and digging into them to see which ones fail to adhere to the letter and spirit of all relevant laws and regulations.

Good luck with that.

Which gets us to the lead story: Culture change. It’s the lead story for most business changes — your takeaway from this tale of superficial absurdity.

Culture change is usually relegated to business change management — a follow-on complement to business process change whose role is reducing resistance to the desired change, whatever it is.

Business leaders need to change their thinking on this (me too). Culture is “how we do things around here.” According to ethnoscience it’s “the learned behavior people exhibit in response to their environment,” as my anthropologically-educated business partner explained it to me.

It’s a set of unwritten, socially enforced rules that determine how executives, managers and employees make decisions and act on them. It’s the lead story for most change, or should be.

Some companies rely on controls. But controls mean the answer is always no until you can persuade the controls committee (the word is “governance”) to change the answer to yes.

Controls are why corporations are slower than entrepreneurships. They’re why “I’d rather ask for forgiveness than for permission.”

In a very real sense, controls exist to prevent the corporate culture from taking charge of things.

How sad is that?

But what’s the alternative? In the case of obeying the law, it’s to bake compliance into the corporate culture. This make compliance the lines painted on the pavement and not the guardrails at its margins.

Which do you prefer to rely on to keep your car on the road?

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|In: Business Ethics|Last Updated:

Dear Bob,

I’m an IT manager in my early ’50s. I’m employed by a small-to-midsize company, responsible for a small-to-midsize department. My team is outstanding, I get along with my manager pretty well, and for that matter I get along with most of the execs and managers here.

The company is well-regarded in its space and we’ve made some interesting moves recently that are helping us grow. The company culture is congenial, and while jobs here aren’t generally 40-hours-and-home, the style certainly isn’t bop-’til-you-drop, either.

I earn neither top dollar nor bottom, and between us, my wife and I make more than we spend … quite a bit more … without ever thinking we’re doing without anything.

I need your advice.

I took a call from a recruiter the other day. Bigger company, bigger IT department, bigger challenges, more money. My question: Am I being disloyal and unethical for even talking to them? Completely nuts?

– Restless

Dear Restless …

Let’s start with your ingratitude, disloyalty, and lack of moral fiber.

An analogy: You’re married to a woman you like and who treats you well. You have a nice home, live in a nice community and all that.

You’re minding your own business at lunch one day when a beautiful woman approaches you and says, in a low, husky voice, “I’d like to get to know you better.” Would talking to her be disloyal or immoral?

The two situations have an interesting number of parallels, assuming, that is, you consider zero to be an interesting number.

There’s a reason they’re called marriage “vows.” You and your wife took on personal obligations to each other. While it’s sometimes called a “marriage contract,” unlike legal contracts, marriage contracts have emotional content.

I hope.

So except for those adventurous folks whose marriage vows are, shall we say, more expansive than the norm, exploring new opportunities constitutes an act of betrayal. By my standards, at least, that’s immoral.

Your relationship with your employer has, in contrast, no emotional context at all. It can’t, because your employer isn’t a person (sorry, isn’t a “natural person”). Corporations lack the neural and hormonal wiring for emotions. Your relationship with your employer is in the realm of legal contracts and quid pro quos, not emotional commitments.

Put simply, there’s no such thing as cheating on your employer, at least not in the same sense as cheating on one’s spouse. Your obligation is to trade an honest day’s work for an honest day’s pay. Business practice over the past thirty years or more has made this explicit: Employers have no obligation to be loyal to employees.

Quite the opposite: As SCOTUS makes corporations more “human,” corporations increasingly turn employees into resources and “human capital.”

So exploring other opportunities is completely ethical according to the standards of behavior established by the business community.

Whether it’s a good idea for you, right now, is a different matter, and an uninvolved third party can provide only limited guidance.

I have no answers for you. Just a few questions, whose answers might provide at least some guidance:

  • Do you need the additional money? I can answer that one. No, you don’t, and if you take a new job just to chase the money you’ll regret it. I’d bet as much as a quarter on this.
  • Is what you really need a new challenge? It might be. Especially if you lead a terrific organization there might not be very much for you to do; at least, not much that’s particularly important.

If that’s the case, talk to your manager and ask for a bigger challenge — some project beyond your day job you can sink your teeth into.

  • Are you simply suffering from wanderlust — a desire to see what’s over the horizon, just because you haven’t been there before?

There’s nothing wrong with that. In the end, when the subject is what you want to do with your life, all the logic in the world has only purpose, and that’s to figure out what will give you the most personal satisfaction. If this is the case, while pursuing the opportunity is risky and more likely to leave you worse off than you are now, failing to pursue the opportunity will result in regret.

There are worse emotions to feel than regret. I’m not sure what they are, though.

Which brings us to your last question — whether you’re nuts. The answer: beats me. If you’re concerned, get a shrink to administer the Minnesota Multiphasic.

All I know is, this isn’t a symptom.

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