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When Something Rare Should Be Common

by Abby Adlerman

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Oh, the blurry lines in the stately boardroom.  Last week’s Wells Fargo debacle has opened a Pandora’s box of “coulda, shoulda, woulda” views about board governance. Most notably, we consider the role of the board and that of management and ask: where does one end and the other begin?

No doubt, we’ll learn a lot more as the facts unfold and actions are taken. Yet, as outsiders, there’s already plenty to look at as we piece together what’s come out in the last 10 days.  An employee, customer or business partner might consider how they’ve personally been affected. A lawmaker, regulator, journalist or shareholder could be mulling over the opacity of disclosures. The lens you use understandably influences which claims trouble you most.

The role of the board, however, is to look through all of the lenses. And recognize there’s a lot to look at. The grievances at Wells Fargo do not evidence a singular or even small group of related improprieties. Rather their multitude suggests a greater systemic issue. Hence, a clarion call to the board. While finite issues can be in their purview, systemic matters are the raison d’etre for a board.

The litany of concerns that raises the systemic specter include:

  1. High pressure sales tactics
  2.  Misappropriating customer information
  3.  Hidden and abusive fees 
  4.  Under compensating for overtime
  5.  Retaliation for whistleblowing
  6.  Lack of immediate and genuine accountability
  7.  Excessive executive compensation
  8.  Muddling the roles of the board and management
  9.  Squandering corporate resources

When a list this long comes together so quickly, is it no wonder that questions get escalated? Is anyone surprised that both the United States Senate and House feel the need to weigh in? And the Justice Department, Attorneys General of three states and major watchdog groups have filed subpoenas? And that the onslaught of shareholder lawsuits has commenced?

So where does the board fit in and what, really, went wrong at Wells Fargo? The truth is that we simply don’t know yet. Systemic problems need to be tied back to the causes. Are the incentives wrong? Are the checks & balances misaligned? Are the priorities in conflict? This early in such a major story breaking, the questions outnumber the answers. But that doesn't let the board off the hook for quickly determining where things went awry and righting them definitively.

The trust and integrity of Wells Fargo’s leadership is compromised and now the board must help rebuild them. As John Stumpf states on the Wells Fargo website: "Integrity is not a commodity. It’s the most rare and precious of personal attributes."  Perhaps rare was not the right word choice. Our hope is that the Wells Fargo board replaces it with the word common. Wouldn’t we all like to see an environment where integrity and trust are commonplace at Wells Fargo? It’s up to the board to make it happen, systemically.

Transparency disclosure: Boardspan's corporate bank accounts are housed at Wells Fargo. The author has maintained a modest investment position in Wells Fargo stock, although that position has recently fluctuated.

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