C.E.O. Survival Guide: Board Leak
Leaks happen. They always will. The question is, how will you deal with it. Let’s hope your strategy is different from Hewlett-Packard’s.
H.P.’s investigation into the board member who leaked information involved “pretexting”: getting board members’ phone records as well as those of journalists who reported the leaks. That resulted in felony charges, multimillion-dollar fines, and the chairman and others losing their jobs. If you find your company facing a similar situation, try these tips instead:
1. Give the Board a Refresher Course
Call a meeting with your board to say you are concerned about leaks. Review with them the company’s ethics policy and board member obligations, so that everyone is aware of them. If you don’t have an ethics policy, create one.
2. Develop a Thick Skin
“Distinguish between the information leaked that’s personally embarrassing, as opposed to the information that’s clearly confidential and has an effect on the stock or business,” says Timothy McTaggart, an experienced bank regulatory lawyer. “If it’s just dirty laundry, get over it.”
3. You Are Uncomfortable; Your Board Should Be Too
“It’s a style of leadership,” says McTaggart. He advises following this approach as a way to stop leaks: “Tell them that you are uncomfortable.” By telling them how uncomfortable you are that the information is out, you’ll make them squirm a bit as well.
4. Play Peacekeeper or You Could End Up Playing Defendant
Leaks happen because the board is dysfunctional and the leaker feels that there is no other way to handle things. Ask for suggestions about how everyone on the board could get along better. If that fails, install a suggestion box.
5. If the Leaker Is Harming the Company, Pursue It
Forget pretexting; there are legal ways to obtain evidence. If the board member is an employee, the law allows you to search his or her files, phone records, and emails as they belong to you (i.e., the company). If the board member is independent, you’ll likely need a court order to access these documents. A court order is hard to get, but it could be worth the extra effort.
6. Plant a Rumor With a Suspect
When the (false) rumor winds up on Page 1, you’ll have your culprit.
SOURCES: Ronald Berenbeim, principal researcher and director, the Conference Board’s Working Group on Global Business Ethics Principles; Jonathan Bernstein, president, Bernstein Crisis Management; Jonathan Bloom, C.E.O., McGrath/Power Public Relations; Michael Connor, editor and publisher, Business Ethics; Jon Harmon, public relations consultant; Timothy McTaggart, partner, Pepper Hamilton; Michael Robinson, senior vice president, Levick Strategic Communications; Alex Simpson, attorney; Tina Van Dam, acting director of the Governance Center at the Conference Board; and Christopher Wolf, partner, Proskauer Rose.



