It is difficult to imagine a worst case scenario than United Airlines’ now infamous conduct on April 9, 2017, that permitted a 69 year old doctor named David Dao – under United Airlines care and control as a boarded and seated passenger – to be assaulted, bloodied, and dragged from its overbooked airplane with a concussion, a broken nose and two broken teeth.  All so that the airline could “make room for a company staffer”, a flight attendant that was required by United Airline to reach the plane’s destination “in order to make her next working flight”.^[1]

The conduct and behaviour of the United Airlines’ supervisor and frontline personnel escalated a simple internal employee scheduling situation, into an international incident as videos taken by horrified fellow passengers went viral on social media, racking up millions of views around the world (including by world leaders, government officials, and regulators). The brutal incident sparked global outrage,^[2] and significant financial and reputational damage to United Airlines.

To have somebody pay for a ticket, reserve a seat, be seated and then dragged off the plane physically by law enforcement officers at the direction of United (Airlines) — it’s outrageous.

– Governor Chris Christie^[3]

How does something like this happen within a large organization? Why didn’t any employee say something or otherwise step in to de-escalate the situation before things got out of hand and they realized something was going dreadfully wrong on their flight?^[4] No one wanted violence, but the ‘culture’ of United Airlines lead to a series of flawed ‘rules based’ decisions to produce this result.[5]

Conduct (good, bad or indifferent) is a lens into the leadership and the actual culture of an organization.[6] Unfortunately of late, conduct and behavioural deficiencies appear to be widespread across a number of businesses and jurisdictions, most recently capped by United Airlines as the U.S. Company tumbled into a brand disaster of epic proportions.

Our review shows that many things went wrong that day, but the headline is clear: our policies got in the way of our values and procedures interfered in doing what’s right.  This is a turning point for all of us at United and it signals a culture shift toward becoming a better, more customer-focused airline.  Our customers should be at the center of everything we do.

– Oscar Munoz, CEO, United Airlines[7]

Organizations with a problematic or weak corporate culture will see client or customer interests being overlooked, and unfair and inequitable outcomes. Corporations in this situation will eventually find themselves in the unattractive position of potentially incurring significant financial loss, and substantial damage to their reputation and integrity. As a further consequence, organizations may face industry review, enhanced regulation, significant penalties, civil litigation, and/or substantial remediation costs both externally and internally.^[8] For corporations in highly regulated sectors, the potential for regulatory and political focus on misconduct places significant pressure on Boards and the C-suite executive to be particularly alert to an unsound corporate culture and consequent poor behaviour arising therefrom.

In short, the impact is felt on the bottom line, through increased regulation, and in the significant loss of trust among clients and customers, the public more broadly, and government and regulatory bodies in an organization’s home country – and for multinational companies, jurisdictions and countries throughout the world.^[9]

Looking at United Airlines recent debacle, from a leadership and corporate culture perspective, there are a number of lessons to be learned for companies of all sizes, and in all sectors and industries.

Organizations do not transform unless people at the top of organisation adopt new values and change their behavior. The organisational culture reflects the personality of the current leadership and the legacy of personalities of its previous leaders.

– Richard Barrets

Overview

From a global perspective, regulators and enforcement authorities are progressively of the view that a values based, ethical, and compliant business culture is one of the most important tasks for corporate Boards and C-suite executives, and this includes the General Counsel.^[10] In this environment, companies must ensure they have a sustainable culture that empowers personnel at all levels to make the right decisions in light of whether it is right, legal, and fair.^[11]

If the leadership and culture of the organization does not support principled performance, then all of the written policies and procedures, people, processes, and technologies that are put in place to mitigate risk will not be effective.

Navigating regulatory and risk matters in most industries has never involved more challenges than it does today. Governments, regulators, and enforcement authorities around the world are intensely focused on ensuring organizations have the appropriate controls in place relevant to their sector, industry, and business.  In a business environment where reputational threats lurk around every corner, a strong corporate culture is the foundation of a robust risk management program. The lessons learned related to scandals and organizational crises that trace back to the early 2000s[12] make one thing clear: the critical importance of a strong aligned culture and leadership.

The culture of an organization is the expression of its values in action; it is in some sense the company’s “soul.” Whether it be damned or not is up to those who shape it—leaders and everyone who follows.

– Wayne Brody and Mark Rowe, Corporate Culture and Compliance in the 21^st Century[13]

What is a corporate culture?  The culture of an organization is the expression of its values in action.^[14]

The truth is, the conditions that made the United Airlines debacle possible had been simmering within the organization long before anyone showed up to work that fateful day. There was and is a disconnect between the stated company mission and values, and what really happened in practice^[15] (the actual culture of the company) – in respect to United Airlines the issue was hardly an isolated incident. United Airlines is notorious for heavy-handed treatment of passengers.[16] As noted by one commentator: “just because its previous astonishing acts of customer disservice didn’t draw blood, they didn’t constitute a crisis?”[17]

Corporate culture is more than words on a page. It is the full embodiment of how an organization executes on the experience it wants to deliver to its customers. It doesn’t happen by chance. It must be declared. It must be nurtured. It must be a priority.^[18] Leadership is about “basic human decency” and “right and wrong”.[19] When leaders say one thing, but do another, they erode trust – a critical element of productive leadership.[20]

If you don’t build your culture, one will form on its own (and you might not like what you get).

– James Sudakow^[21]

Organizations responsible for some of the most egregious acts of malfeasance have had quite impressive, formalized missions, values, ethics and compliance guidelines. The problem was that either leadership – or a group of influential insiders – operated outside of those guidelines and shaped the true culture of the organization.^[22] These shared set of values, mindsets and assumptions distinct to a firm – its ‘actual’ culture – is increasingly being seen as at the heart of ethical lapses.[23]

There are a number of drivers and root causes (i.e. disparate subcultures or problematic prevailing culture; not holding leadership or individuals to account for poor conduct; complex, disconnected or ‘growth at all costs’ business model’; product not guided by customer needs or suitability; etc.)[24] that may lead to misconduct and poor behaviour and practices within a particular organization, and these themes cuts across businesses, industries, and sectors. Understanding and addressing the particular (and overlapping) drivers of misconduct that may be applicable to a particular organization is essential in improving standards of behaviour, and meeting regulatory, political, and marketplace expectations. This entails first being able to identify the key conduct risks, and then specifically addressing the corporate culture by designing and addressing applicable and appropriate pre-emptive enterprise-wide programs.[25]

Embedding a strong culture and cultivating good conduct is the key to restoring reputational capital, retaining customers, building a sustainable business, and maintaining a competitive advantage.^[26]

A strong corporate culture can be developed for any organization with strong ethical leadership. Even when broken, there are solutions to restoring the corporate culture and trust. Leadership’s ability to inspire others to work towards positive and ethical change is critical to the success of an organization.  People want to believe in the ability of their leaders to guide change and achieve success.  For a corporation to have integrity, it must be an ethical environment with employees and business partners willing to follow and enforce corporate culture, and appropriate policies, and procedures.

A culture shift toward becoming a better, more customer-focused company with empowered personnel to make the right decisions in light of what is right, legal and fair will be most effective with a “governance, culture and leadership” mindset as opposed to a “governance, risk and compliance” mindset. This will require focused actions that will build and maintain a values-based ‘coordinate and cultivate’ culture as opposed to a ‘command and control’ leadership culture.[27] Fostering a ‘coordinate and cultivate’ philosophy is particularly attractive in complex organizational environments where governance is becoming a key business issue. Why is this? In these type of environments executives, managers, and front line decision makers are continually faced with leadership responsibilities, and constantly have to make, revise or reverse decisions, often under stress. In these more complex and fast paced environments, governance should not be focused mainly on control anymore, and should also address leadership and commitment to support an agile approach.[28] In essence, when people are qualified in what to do, and the objectives of an organisation are clearly understood, then leaders can push decision-making down the hierarchy by adopting a coaching style of leadership.[29]

United Airlines clearly needs a leadership and cultural shift. One that will allow their own employees the power, safety and support “to stand in front of the train of fast-moving [madness] and say, ‘You shall not pass!’ And they need to have executives who will listen to them.”^[30]

It was “a failure of epic proportions that’s grown to this breach of public trust. We get that,” said United’s chief executive, Oscar Munoz. “We let our policies and procedures get in the way of doing the right thing.

– Susan Carey, Wall Street Journal[31]

Introduction and Primer

Leadership and culture are the biggest determinants of how employees behave. Strong “value based” cultures with strong leadership have two common elements: there is a high level of agreement about what is valued, and a high level of intensity with regard to those values.^[32]

It is generally accepted that values drive behaviors, and behaviors drive outcomes.^[33] The culture of an organization is the expression of its values in action.^[34]

In a business environment where reputational threats lurk around every corner, strong leadership, a compelling corporate vision, and a robust culture supportive of values, integrity (ethics), accountability and “doing the right thing” is the foundation of a sustainable and successful organization. The historical lessons learned related to scandals and organizational crises across the globe make one thing clear: without strong leadership and an ethical and values based culture, organizations will always be at risk.

Just as conduct within a firm is heavily influenced by what is seen to be rewarded, failure to penalize individuals involved, as well as managers in charge, for ethically or legally questionable behaviours supports its perpetuation and can foster a culture of impunity.

– Deloitte, Managing Conduct Risk[35]

To be successful an organization must ensure it has the “right culture, the right practices, and the right behaviours”. Effective leadership is key. Leaders drive culture. Whether they do it by accident or by design, and whether culture is set by those at the top of the organisation or by ‘local leaders’ in each work group, depends on the credibility, consistency and quality of leadership, the systems, and governance senior leaders put in place.^[36]

Leadership is a critical element of an appropriate culture – in defining, communicating, and embedding appropriate attitudes, values, and standards of behaviour. Leadership and culture provide the principal checks on conduct, and leadership sets the parameters of what is acceptable and unacceptable: “behaviour within an organization is ultimately guided by the explicit and implicit messages that leaders communicate, through what they say and what they do”.

An organizational culture that encourages ethical conduct as well as a commitment to compliance will not happen accidentally – and no number of rules, policies, monitors or top-down controls will suffice to shape or substitute for it.

Embedding a strong culture and cultivating good conduct is the key to building (or after a crisis, restoring) reputational capital, retaining customers, building a sustainable business, and maintaining a competitive advantage.^[37] What does a sound culture look like? Deloitte, and organizations like the Global Risk Institute^[38], indicate that such cultures are generally characterized by:^[39]

• Organizational values: A set of clear values that, among other things, emphasizes the organization’s commitment to legal and regulatory compliance, integrity, and business ethics.
• Tone at the top: Executive leadership and senior managers across the organization encourage employees and business partners to behave legally and ethically, and in accordance with compliance and policy requirements.
• Consistency of messaging: Operational directives and business imperatives align with the messages from leadership related to ethics and compliance.
• Middle managers who carry the banner: Front-line and mid-level supervisors turn principles into practice. They often use the power of stories and symbols to promote ethical behaviors.
• Comfort speaking up: Employees across the organization are comfortable coming forward with legal, compliance, and ethics questions and concerns without fear of retaliation. ^[40]
• Accountability: Senior leaders hold themselves and those reporting to them accountable for complying with the law and organizational policy, as well as adhering to shared values or organizational values.
• The hire-to-retire life cycle: The organization recruits and screens employees based on character, as well as competence. The on-boarding process steeps new employees in organizational values, and mentoring also reflects those values. Employees are well-treated when they leave or retire, creating colleagues for life.
• Incentives and rewards: The organization rewards and promotes people based, in part, on their adherence to ethical values. It is not only clear that good behavior is rewarded, but that bad behavior (such as achieving results regardless of method) can have negative consequences.
• Procedural justice: Internal matters are adjudicated equitably at all levels of the organization. Employees may not always agree with decisions, but they will accept them if they believe a process has been fairly administered.

Based on the information known at this time, it appears fair to suggest that United Airlines was missing many of these characteristics in its corporate culture.  The good news? An organization’s culture can be fixed![41]  Just look at Air New Zealand. Rescued from insolvency just over a decade ago, in 2017 it has now been named Australia’s (and New Zealand’s) “most reputable” company.  Their “enviable reputation” has been built over the last decade by fostering a culture of leadership,[42] authenticity, governance, and a “uniquely Kiwi” customer service experience:[43]

“For a number of years now they have been at the forefront of the global airline industry, bringing in a series of customer-focused innovations. Above all the front line staff are consistently friendly, sincere and have a can-do attitude. …

It was inspiring to bear witness to the Air New Zealand turnaround. Back in the early 2000s Air New Zealand was atrocious, but under the leadership of first [CEO] Ralph Norris then Rob Fyfe [and now Christopher Luxon] it gradually improved. Those leaders put the customer experience at the centre of everything, and as the changes appeared, the staff were increasingly happier and therefore we customers enjoyed the experience even more.”

Our business is about flying people, not planes.

– Rob Fyfe, former CEO, Air New Zealand[44]

When a corporation’s Board of Directors, CEO, and C-suite leadership team “fail to actively set the right tone and ensure it infuses throughout the organization, the reality of conduct may not match aspirations” – and the ‘mood in the middle’ or ‘echo from the bottom’ can differ substantially from the ‘tone at the top’.[45]

An unsound or toxic corporate culture – both its cause, and its solution – starts with the CEO (and his C-suite leadership team),[46] but must include the Board of Directors.[47]  Directors play a pivotal role in a corporation, with responsibility for overseeing management, hiring and firing CEOs, ratifying key decisions, and helping set long-term strategy.[48] The Board also needs to ensure that the executives reporting to the CEO (including the General Counsel) are also broad-gauged leaders who are not just expert in business but have deep understanding of politics, policy, ethics, societal trends, country risk, modern communication, and corporate citizenship.^[49] A corporation’s board of directors is supposed to shepherd the long-term well-being of the company, and make sure the CEO is pursuing that same purpose.[50]

Whenever I am complaining bitterly to somebody about air travel experiences, it’s remarkable how often the person will say, “Sounds like United.” Bingo!

– Henry I. Miller, Forbes[51]

Using the United Airlines scandal – or even the Wells Fargo bank scandal – as an example, we can see the clear inter-relationship of the CEO and Board in both the “cause” (and hopefully down the road, in the “solution”). These scandals did not happen in isolation, but are a reflection of a command and control leadership structure (a poor management method that is limited in its ability to engage employees, elevate behavior or support agile decision making),[52] an unsound culture, and/or weak or inappropriate executive leadership permitted to function and fester over many years. The Board’s failure to provide strong oversight (in respect to monitoring company culture, ensuring sound corporate behaviour and strategies, and that the CEO does his or her job)[53] undermined the expected mitigation of the harmful impact of, among other things, a toxic or unsound culture.

The United Airlines incident involving the unfortunate doctor does not represent a regrettable ‘one-off’, but rather appears to be just the latest symbol of a flailing company with a marginalized corporate culture and weak leadership.  United Airlines has a history of scrambling from one disaster to another: a bungled merger, a corruption scandal, three CEOs in a single year, a proxy fight, the 2015 resignation of former United CEO Jeff Smisek (after accusations that he’d agreed to bribe Newark’s airport officials, the Port Authority), and a perennial bottom feeder of U.S. airline satisfaction surveys.^[54]

Will United Airlines Mend its Ways? When Pigs Fly.

– Henry I. Miller, Forbes[55]

United Airlines has lagged behind its rivals for years in financial and operating performance,[56] and has become recognized for its apathy and insensitive treatment of passengers.[57] This problem goes back to the creation of an airline monster that nobody seems able to manage – the merger of United and Continental in 2010. This was one of the steps leading to the creation of what has become an oligopoly of the four largest domestic carriers. In the case of United, it turned out to be a deeply troubled transition, with mismatched company cultures, overlapping routes that were difficult to reconcile and deteriorating staff morale that met passengers at every gate.^[58] The messy merger further hurt its focus on customer service as the new company gave precedence to aligning its information technology systems, working to address federal safety regulators’ approval for new procedures and manuals to cover the combined entity, and producing new labour contracts to cover its mostly unionized workforce.^[59]

As a result United’s financial performance has lagged behind competitors, particularly in its domestic operations. And that, in turn, has put managers under pressure to put profit before passengers.^[60]

These are head-spinning times for those of us who think about the best ways to lead and the most effective ways to compete. What defines acceptable personal behavior (let alone behavior worth emulating)?  Why would executives at so many iconic organizations — Volkswagen, Wells Fargo, FIFA — tolerate behavior so egregious that it threatens the very future of their organizations?

– Bill Taylor, True Leaders Believe Dissent is an Obligation^[61]

The new CEO Oscar Munoz was brought in to turn the organization around. What some in the business world have been slow to see, and others loath to admit, is that United Airlines was beginning to see some improvement under the new CEO,[62] who – although originally appointed to the job in September 2015 – has only been actively on the job for 12 months following a heart attack in October 2015 and a heart transplant in January 2016. ^[63]  CEO Munoz clearly recognized that customer service was an important issue, and specifically took steps in respect to “the task of reintroducing the airline to its customers”. However, a change in culture takes time, as recognized by a representative of United Airlines in a Bloomberg article published in January 2016: [64]

“The airline was just incredibly sick and Oscar Munoz is like a shot of penicillin. It’s going to get better, but it has to have some time to actually settle in and work.”

As we know, time ran out for CEO Munoz and United Airlines on April 9, 2017.

While the underlying and historical issues leading up to the chilling scene of Dr. Dao being assaulted and dragged off the airplane may not have been of CEO Munoz’ making, the “public-relations disaster” that unfolded took place “on his watch”.[65]  The initial response by the CEO (and his executive leadership team, including the General Counsel) in the critical time period immediately following the incident came across as unprofessional and disjointed – taking three tries before an unreserved apology was offered.  Commentators noted that the CEO’s lack of empathy,[66] poor communication, and flawed crisis management plan actually fueled rather than defused the spread of outrage across the U.S. and the world. The initial fumbling by CEO Munoz and his executive leadership team made the original crisis worse,^[67] and unfortunately for Mr. Munoz his leadership and lack of empathy became an instant classic of “how to make a PR crisis a total disaster” ^[68] in a “world of smartphones and Facebook”. ^[69]

The damage was done. Fair or not (in light of the airlines longstanding and festering issues, Mr. Munoz’ short tenure as CEO, and his illness)[70] – and despite his acknowledged deft touch in rescuing United Airlines from the corruption scandal and winning unprecedented labour peace – CEO Munoz may now be seen as the head of an airline that, for some, has “become Public Enemy No. 1”. With a few ill-chosen words during an extremely stressful time, CEO Munoz made a serious leadership error in crisis management and “stoked the flames of an already raging social-media firestorm”. As a result, he squandered the goodwill he had worked hard to generate by “forging a turnaround plan” for the company and being recognized as ‘Communicator of the Year’ by PRWeek. ^[71]

United’s Oscar Munoz only took office in September 2015. This week’s crisis over the airline’s violent deplaning of passenger David Dao to make room for a traveling crewmember was a major test of his leadership, and he flunked. Munoz’s response to the incident … threaten to make things immeasurably worse for his company’s customers. For a CEO, that’s a cardinal sin.

– Michael Hiltzik, Los Angeles Times^[72]

The United Airlines’ Board of Directors have provided their backing to CEO Munoz – at this time – as he and his leadership team take steps to address the toxic culture and restore trust. However, the Board has made it clear that CEO Munoz would not ascend to the role of Chairman of the Board as previously planned[73] – a good decision in light of the important oversight role the Board has in respect to the CEO, his C-suite executives and the company.[74] This was an important step forward in avoiding conflicting interests and beginning the process of addressing the leadership and toxic culture of the organization.

The U.S. House Transportation and Infrastructure Committee and a U.S. Senate panel are holding independent hearings this week to scrutinize United Airlines and the airline industry in the wake of the scandal. CEO Munoz is scheduled to testify.

Depending on how the Congressional and Senate hearings play out, it is likely that the United Airlines Board will only give CEO Munoz one opportunity going forward to fix the toxic corporate culture – if United’s culture and leadership does not improve to restore reputational capital in the organization, he will likely be forced by the Board to take the blame just like the former CEO of Wells Fargo did in the aftermath of the bank’s fraudulent account scandal.[75]

A strong organizational culture that encourages appropriate values, integrity, and a commitment to compliance and good conduct will not happen accidentally – and no number of rules, policies, monitors or top-down controls that CEO Munoz and his leadership team may decide to implement will suffice to shape or substitute for it.  At this early stage it appears that CEO Munoz understand this, having stated that “this truly horrific event” has been “a defining moment for our United family”, and that “our entire company is dedicated to making this right”, to “live up to our shared purpose and values”: [76]

“Every customer deserves to be treated with the highest levels of service and the deepest sense of dignity and respect. … This is a turning point for all of us at United and it signals a culture shift toward becoming a better, more customer-focused airline”.

Our review shows that many things went wrong that day, but the headline is clear: our policies got in the way of our values and procedures interfered in doing what’s right. This is a turning point for all of us at United and it signals a culture shift toward becoming a better, more customer-focused airline.

– Oscar Munoz, CEO, United Airlines[77]

CEO Oscar Munoz – now facing his biggest and most public challenge as the head of United Airlines – released the results of its internal investigation last week (April 27, 2017) in a document entitled “United Express Flight 3411 Review and Action Report”. The report concluded that a litany of failures in customer service, training and technology contributed to the forcible removal of Dr. Dao. In the report, United Airlines acknowledged that it had allowed internal policies to distract from the need to treat passengers with dignity and respect, and it outlined 10 substantial changes as to what the company intends to do to prevent a repeat of the incident. [78] The report’s ten changes are referenced as “just the beginning” of how United Airlines will earn back their customers’ trust.[79]

As well, just days before the hearings, United Airlines announced “an amicable resolution of the unfortunate incident” with Dr. Dao for an undisclosed financial amount. Dr. Dao’s legal representatives acknowledged that “United has taken full responsibility for what happened on Flight 3411, without attempting to blame others, including the City of Chicago. For this acceptance of corporate accountability, United is to be applauded”.[80]

Every customer deserves to be treated with the highest levels of service and the deepest sense of dignity and respect. Two weeks ago, we failed to meet that standard and we profoundly apologize. However, actions speak louder than words. Today, we are taking concrete, meaningful action to make things right and ensure nothing like this ever happens again.

– Oscar Munoz, CEO, United Airlines[81]

It’s unclear whether United Airline’s actions will be enough to satisfy U.S. lawmakers, who are demanding changes to the way airlines treat customers. Among the provisions of a bill introduced in the Senate on April 26, 2017 is one that would require the secretary of transportation to re-examine airline industry’s practice of overbooking to determine whether limits should be placed on how many seats an airline can sell.[82] United Airlines CEO has been called to testify before the Congressional House panel on Tuesday May 2, as well as United Airlines’ president Scott Kirby, and lower level executives from American Airlines, Alaska Airlines, and Southwest Airlines. A U.S. Senate panel plans a similar hearing on Thursday May 4.[83] The Congressional Committee Chair has specifically stated that the oversight hearings will provide Committee members an opportunity to get answers about airline customer service policies and what is being done United Airlines and the airline industry to improve service for the flying public.[84]

In the U.S. the independent examination by the House and Senate may determine whether further legislative options or regulatory change should be implemented to protect the public and the prudent management of the airline industry. At minimum companies and their senior executive officers are expected to be held more accountable going forward.

In Canada, in light of the United Airlines incident and public policy, federal Transport Minister Marc Garneau “issued a pointed warning to all airlines operating in Canada”, which included all U.S. airlines including United Airlines. In a letter to “the heads of every airline that flies in and out of the country”, they were warned that “forcibly removing passengers from overbooked airplanes will not be tolerated by the federal government”. Canada’s letter of warning and expectation of appropriate consumer conduct “comes ahead of expected legislation to introduce a passengers’ bill of rights in Canada”, and will specifically address the problem of travellers being “bumped” from flights.^[85]

True leadership in a complex, uncertain, and anxious world requires leaders to navigate with both a radar system and a compass. They must be receptive to signals that are constantly arriving from an ever-changing landscape, and they should be willing to make necessary adjustments; but they must never deviate from their true north, which is to say, a strong vision based on authentic values.

– Klaus Schwab, World Economic Forum^[86]

United Airlines debacle in a Nutshell: a case study

Weak (or non-existent) customer service is not an isolated incident for United Airlines, or unfortunately the U.S. (or Canadian) airline industry:[87]

• a week prior to the April 9^th assault of Dr. Dao, another frontline employee felt comfortable enough within the organizational leadership and culture to threaten a passenger with handcuffs when he refused to vacate his first-class seat for a “higher-priority” traveller. [88]
• a few weeks after the assault “seen and heard around the world”, a frontline employee on American Airlines, hit a female passenger with a pram, and then challenged yet another passenger to a fight. In the video, the injured woman can be seen crying while holding her child as other airline employees attempt to calm the situation.[89]
• In March, setting off waves of anger on social media for an intrusive sexist policy unfairly targeting women and sexualizing little girls, United Airlines’ gate agent barred two teenage girls from boarding a flight, and required a child to change into a dress for wearing “leggings”, stating: “I don’t make the rules, I just enforce them”.[90]
• In 2015, two incidents were widely reported: (a) a Muslim chaplain and director of interfaith engagement at Northwestern UniversityTahera Ahmad was refused an unopened beverage on the grounds that she might use the pop top as a weapon; and (b) an  autistic teen girl and her family were removed from a flight without apparent justification, according to several national American news organizations. The hashtag #boycottunited trended on Twitter and the ABC News coverage of the incident received over 10,000 comments in a 24-hour period, mostly critical of the airline.[91]
• Recently United Airlines agreed to pay $2.8 million in fines for tarmac delays and the poor treatment of disabled passengers.[92]

In a number of cases of misconduct, early warning signs were overlooked or treated in isolation, patterns of poor behaviour were not identified, matters were not escalated, detached teams had their own unique ways of operating, and lessons learnt in one business unit were not applied to the rest of the organization.

– Deloitte, Managing Conduct Risk[93]

In 2012 United Airlines was responsible for 43 percent of all consumer complaints filed against U.S. airlines. It finished last among North American nondiscount airlines in the 2015 J.D. Power & Associates customer satisfaction survey.[94] United Airlines “consistently ranks at the bottom of airline satisfaction surveys”. For “customer disenchantment”, United has proven to be “an industry leader on all major performance metrics – delays, cancellations, mishandled bags, and bumped passengers”. A passenger is almost four times as likely to be involuntarily bumped from a United Airlines flight than a U.S. competitor according to the latest U.S. Department of Transportation statistics.[95]

Contrary to its advertised slogan, and its – on paper – impressive and formalized “mission”[96] and “core values”,[97] United Airlines battered and tarnished reputation is at the opposite spectrum to that of flying the “friendly skies”.  The destructive signal that United Airlines has been transmitting to the world was amplified in the immediate aftermath of its most recent customer service debacle involving the “brutal and bloody eviction of Dr. Dao, a paying customer, for the sin of wanting to remain in the seat that he had paid for”.[98] An incident that unbelievably stemmed from a common air travel issue – a full flight.[99]

In 1965, United Airlines introduced its famous slogan: “Fly the friendly skies.” A slogan may just be a slogan, but at the time, at least, it represented a promise. United would strive to be humane, and make flying, intrinsically stressful, a warm experience. It is, by now, safe to say that the promise has been broken.

– Tim Wu, Wired[100]

History

United Airlines is an American airline headquartered in Chicago, Illinois. It is the sixth largest airline in the world, with 86,852 employees and 721 aircraft, and the world’s third-largest airline when measured by revenue. United Airlines operates a large domestic and international route network, with an extensive presence in the Asia-Pacific region. United Airlines is a founding member of Star Alliance, the world’s largest airline alliance. Regional service is operated by independent carriers under the brand name United Express. Its main competitors are American Airlines, Delta Air Lines, and Southwest Airlines.[101]

In 2001 an airline industry downturn resulted, and coupled with economic difficulties, skyrocketing oil prices, and higher labour costs, the company lost US$2.14 billion. [102] United Airlines filed for Chapter 11 bankruptcy protection in December 2002 and the Employee Stock Ownership Plan (ESOP) was terminated.[103] In 2005, United announced it had raised US$3 billion in financing to exit bankruptcy and filed its Plan of Reorganization. United Airlines emerged from bankruptcy on February 1, 2006.[104] During the three-year bankruptcy, United Airlines “slashed salaries, defaulted on its corporate-pension plan, and stopped upgrading facilities and replacing planes, leaving a deeply embittered workforce and one of the oldest fleets in the business”. Everything from baggage handling to aircraft reliability suffered. And even today, some labour issues remain.[105]

In 2010 United Airlines – with shareholder and regulatory approval – merged with Continental Airlines. United was the surviving airline, however, Continental’s CEO Jeff Smisek headed the new company. The airline began operating under a single operating certificate from the FAA in 2011, and in 2012 United and Continental merged their passenger service systems, frequent-flier programs, and websites.[106] The merger led to the creation of what has become an oligopoly of the four largest domestic carriers. In the case of United Airlines, it turned out to be a deeply troubled transition, with mismatched company cultures, overlapping routes that were difficult to reconcile and deteriorating staff morale that met passengers at every gate.^[107] The messy merger of an “airline monster” further hurt its focus on customer service as the new company gave precedence to operational efficiency (i.e. aligning information technology systems, addressing federal safety regulators concerns for the combined entity, and new labour contracts for employees) and profitability (i.e. financial performance behind competitors).^[108]

Ironically, in 2013 United Airlines returned to its original “Fly the Friendly Skies” slogan in an ad campaign.[109]

In September 2015 CEO Jeff Smisek and two senior officials resigned from United Airlines amid a federal corruption investigation involving their conduct and the Port Authority of New York and New Jersey.[110] United Airlines agreed to pay $2.254 million to settle civil charges by the Securities and Exchange Commission and avoid a criminal prosecution.[111]

It is easier to sacrifice good conduct and take on excessive risk when faced with the opportunity to make extra money or the pressure to deliver against targets.

– Deloitte, Managing Conduct Risk^[112]

Employee discontent within the organization was palpable:

“People who worked closely with Smisek describe him as … reserved and, on occasion, tone-deaf. One former Continental colleague remembers Smisek getting up from the table after a meeting with pilots union representatives and immediately pulling on the leather gloves he used to drive his Porsche. [An] … analyst, argues that Smisek’s aloofness paralyzed his management team and made them slow to see problems developing. “You have an elitist culture problem,” she says. “And who is content to work for this kind of culture? Not the kind of person who’s going to step up and say, ‘We need to do it like this.’ No, they’re going to do what Jeff says.”

Many of the merged airline’s front-line employees complained that management, having promised significant savings to Wall Street, focused on cutting costs above all else. There were layoffs, furloughs, and baggage handling and gate agent jobs were outsourced. Former Continental employees say they’d been discouraged from giving out vouchers to placate unhappy customers who had been bumped from their flights, though United says they hadn’t been. …

The depth of employee discontent helps explain the merged airline’s poor performance. … delays, cancellations, and lost bags—and the short-tempered gate agents and flight attendants … they are in such a horrible situation, constantly trying to deal with customers that are not happy, and they’re completely powerless.”

During this time period, Oscar Munoz, a railroad executive and head of United’s audit committee, was selected to succeed the former CEO, stating that United Airways would conduct their business “ethically and with the best interests of all” their “stakeholders”.[113] Shortly thereafter, the disgraced former CEO Jeff Smisek appeared to be rewarded for his behaviour, receiving from United Airlines nearly $37 million in compensation, including a car, free flights and lifetime parking privileges at two major airports.[114]

How an individual is incentivized, evaluated and compensated … tend to focus attention on maximizing short-term profit and crowd out other important concerns about longer-term value generation, needs of customers, and broader market integrity and ethics.

– Deloitte, Managing Conduct Risk^[115]

A month after being appointed to the role of CEO, in October 2015 CEO Munoz suffered a heart attack and underwent a heart transplant in January 2016. Brett Hart, the General Counsel, was named interim CEO. [116]

United Airlines’ history to this point appeared to reflect a Board of Directors and C-suite leadership team scrambling from one disaster to another: a bungled merger, a corruption scandal, three CEOs in a single year, a proxy fight, the 2015 resignation of former United CEO Jeff Smisek (after accusations that he’d agreed to bribe Newark’s airport officials, the Port Authority), a toxic unsound corporate culture, and a perennial bottom feeder of U.S. airline satisfaction surveys.^[117]

Oscar Munoz returned to work in March 2016, and commenced his role as CEO in earnest.[118] He immediately faced a proxy challenge from two hedge funds. United named a new chairman and agreed to add board members approved by PAR Capital Management and Altimeter Capital Management.[119]

Within months after the board struggle, Munoz unveiled a $3.1 billion plan to cut costs and boost revenue, and he set the stage for labour peace for the first time since the 2010 merger with Continental Airlines. He also brought in new senior leadership including President Scott Kirby, who previously served in the same position at American Airlines. United Airlines’ market value in 2017 year surpassed that of American, which generates more in annual sales.[120]

However, during this time period it also appeared that CEO Munoz (and the Board)[121] recognized that  there was a “culture” issue at United Airlines that had to be addressed – that “customer service” and the “employees’ ability to provide great customer service” was an important issue – but like turning the Titanic it would take time:[122]

“Munoz threw himself into the task of reintroducing the airline to its customers. He called Gordon Bethune, the beloved Continental CEO who had turned the airline around in the 1990s, and invited him to Chicago, where the two talked about how to repair the airline’s dismal reputation. United took out ads in newspapers across the country admitting that “we haven’t lived up to your expectations or to the promise and potential” of the 2010 merger. Munoz wrote an open letter to employees promising to “give you the right tools to deliver the service and reliability I know we are capable of.” He described a conversation with a longtime United flight attendant “near tears” who told him, “I’m just so tired of having to tell people I’m sorry.” During the hectic days before Thanksgiving and Christmas, United managers handed out free bottles of water to customers at the airline’s hubs—an updated version of a Bethune tactic.

Munoz talked to employees wherever he flew, often surprising them in their breakrooms. “He listens exceptionally well,” Bethune says, “and he understands the value of an engaged workforce.” … The “airline was just incredibly sick and Oscar Munoz is like a shot of penicillin. It’s going to get better, but it has to have some time to actually settle in and work.”

But the airline … is getting it together: “People see the planes coming in and going out on time … Employees’ interactions with customers are different. Our customers’ response to the service is improving. People are saying, ‘You know, this feels like a new day.’

– Brett Hart, General Counsel, United Airlines[123]

For the twelve months CEO Munoz was on the job – after returning from his heart transplant in March 2016 – he cleaned up messes left behind by others, and was moving forward on the customer service issue. In March 2017 he was named “Communicator of the Year for 2017” by PRWeek. The public-relations industry publication said Munoz had shown himself “to be a smart, dedicated, and excellent leader who understands the value of communications”.[124]

Then time ran out for CEO Munoz on April 9, 2017. The debacle involving Dr. Dao was the ugly symptom of a toxic and unsound culture, and a reflection of the leadership of United Airlines’ current and previous C-suite executives and Board of Directors.

Conduct within complex or disconnected organizations can be difficult to manage. There may be a tendency to develop silos where different cultures, behaviours and operational practices incubate. This can erode enterprise-wide cohesion, communication and coordination on managing conduct.

– Deloitte, Managing Conduct Risk^[125]

An Institutional Problem – United Airlines’ Corporate Culture

The truth is, the conditions that made this debacle involving Dr. Dao possible had been simmering long before anyone showed up to work that day on April 9th. There was (and is) a disconnect between stated company mission and values and what happens in practice.^[126]

When breaches of conduct standards are not penalized, the message is sent that contraventions are acceptable and rules are bendable.

– Deloitte, Managing Conduct Risk^[127]

Organizations responsible for some of the most egregious acts of malfeasance have had quite impressive, formalized mission, values, ethics and compliance guidelines. The problem was that either leadership or a group of influential insiders operated outside of those written principles and guidelines, and shaped the true culture of the organization.^[128]

Leadership and culture are the biggest determinants of how employees actually behave. Strong “value based” cultures with strong leadership have two common elements: there is a high level of agreement about what is valued, and a high level of intensity with regard to those values.^[129]  It is generally accepted that values drive behaviors, and behaviors drive outcomes.^[130]

A critical reason for this disaster appears to be directly related to United Airlines’ legacy of poor leadership and an unsound command and control “rules-based” culture within the U.S. airline industry’s “commodity” business model and rudimentary objectives – “get people to where they want to go fast, and get them there cheap”.^[131] This is an industry and an airline based essentially on price and cost control, not on service.[132] The industry’s “obsession with internal process and focus on commodities” to the benefit of profits and shareholders shifted the focus away from the customer and a balanced customer-centric organization.^[133] Not surprisingly, when an industry and an organization becomes hyper-competitive on price[134]—and only price – without proper leadership, the corporate culture may become compromised with a problematic “rules based” culture and bad customer service being baked into the business model:[135]

“In a 2015 investor call, the president of American Airlines, Scott Kirby, said that half of the company’s revenue came from about 90 percent of its customers who only fly the airline once. In other words, customers are seen as loyal to prices, not airlines; and airlines are obsessed with pricing, not customer service.”

The system of purchasing airline tickets is mercilessly transactional. When a customer searches online, they look for price and travel times, and perhaps consider some airline loyalty program. Customer service — that is, how the airline treats you — isn’t often part of the transaction. As a result, without something more, airlines may have little incentive to reform themselves.[136]

Airline executives will tell you they don’t view themselves as being service companies. They want Wall Street to view them as industrial companies, and they want consumers to view them as transportation providers. Customer service is just not what the airlines are about.

– Henry H. Harteveldt, President, Atmosphere Research Group (travel industry research firm)[137]

In fact, deviating from United Airline’s rules is frowned upon, and employees can face termination for a foul-up.^[138]

When an organization relies on “process” as opposed to “results and outcomes”, and only considers whether they have followed the process (or rules) correctly as opposed to whether the overall desired outcome was achieved is a serious issue, a serious problem.^[139] As noted by Amazon CEO Jeffrey Bezos in a letter to shareholders:^[140]

“There are many ways to center a business. You can be competitor focused, you can be product focused, you can be technology focused, you can be business model focused, and there are more. But in my view, obsessive customer focus is by far the most protective of Day 1 vitality.

Why? …

As companies get larger and more complex, there’s a tendency to manage to proxies. This comes in many shapes and sizes, and it’s dangerous, subtle, and very Day 2.

A common example is process as proxy. Good process serves you so you can serve customers. But if you’re not watchful, the process can become the thing. This can happen very easily in large organizations. The process becomes the proxy for the result you want. You stop looking at outcomes and just make sure you’re doing the process right. Gulp. It’s not that rare to hear a junior leader defend a bad outcome with something like, “Well, we followed the process.””

At United this has helped create a rules-based culture where its 85,000 employees are reluctant to make choices not in the ‘book’ … airlines crave consistency, experts state, and United isn’t unique in its strict focus on rules.

– Susan Carey, Wall Street Journal^[141]

This issue can only be  fully understood within the context of United Airlines’ corporate strategy (of operational excellence,^[142] and shareholder return^[143]), a U.S. airline industry that is an oligopoly (protected,^[144] and a common industry commodity business model – rather than competing to deliver better service at lower prices to customers, “all four airlines are soaring (from a profit perspective) together.”^[145]

Why is this? Competing airline flights between the same airports can differ radically in terms of price — and not much else. Aggregators like Google and Expedia have made the ticket price the primary factor distinguishing between competing airline services. At the price points most consumers are willing to pay, the flight experience is essentially identical across the major air carriers: cramped quarters, poor customer service, headaches, delays and a litany of TSA indignities before you board.^[146] This “status quo”^[147] becomes the norm, as the CEOs and their C-suite leadership teams focus on “operational excellence” as the corporate strategy:^[148]

“They become so focused on efficiency, cost cutting and business operations that they forget about customers — or anything else. All that matters is keeping the business operating, while trying to keep costs as low as absolutely possible. Management, from bottom to top, is rewarded for operational performance, while all other metrics are ignored. Including customer satisfaction.”

Boards of directors have always, in all cultures, represented the shareholders in publicly traded companies—validating financial results, protecting their assets, and counseling the CEO on strategy and on finding, then nurturing, the next generation of leaders.

– David Beatty, McKinsey Senior Advisor, Professor of Corporate Strategy and Governance (Rotman School of Management)^[149]

The business strategy of the U.S. airline industry, and in particular United Airlines, has put too much energy into operational excellence and shareholder return. They focus on cutting costs, improving operations, and trying to offer low price as the primary reason customers should do business with them. They quickly lose sight of overall customer needs, wants and wishes as they overly simplify their business’ offering into price and profit for one particular stakeholder (the shareholder) over another (the customer). And this leads to a tone-deaf leadership snug in their “echo-chamber”, an undermined culture, and bad decision-making from the CEO to the front line manager — ultimately leading to the assault and physical ejection of a seated passenger in the myopic “effort to meet operational metrics and goals”:^[150]

“All so the airline could board a flight attendant that needed to reach the plane’s destination in order to make her next working flight. In other words, United’s front line management chose to not only inconvenience a paying customer, but physically abuse that customer so the airline would maintain its operating crew schedule.”

I suppose it is tempting, if the only tool you have is a hammer, to treat everything as if it were a nail.

– Abraham Maslow^[151]

United Airlines clearly needs a leadership and cultural shift. But will it be able to make the substantive changes and infuse them throughout the organization? United Airlines must assess their leadership, culture and values  – as well as their business strategy within an oligopolistic airline industry – determine the drivers of the inappropriate behaviour, and then specifically address the corporate culture and leadership issues by designing and implementing appropriate enterprise-wide programs that, at minimum: allow their own employees the authority, safety and support to use common sense to resolve these type of situations in light of what is right, legal and fair.^[152]

What Happened on April 9th – The “Re-accomodation” Heard Around the World

On the evening of Sunday, April 9, 2017, a paid passenger was forcibly removed from United Airlines Flight 3411 at O’Hare International Airport, bound for Louisville. What happened?

Denying someone a seat on a plane is bad enough; doing so when the person is already sitting in it is a disaster to be avoided at all costs.

– Mohamed El-Erian, Bloomberg^[153]

Once passengers had already boarded the plane, United Airline personnel learned that it then had to figure out a way to accommodate four “deadheading”^[154] crew members (two pilots and two flight attendants) who needed to travel on the plane in order to make their next working flight. Monetary incentives in the amount of $800 to $1000 were unsuccessful in enticing the seated passengers to volunteer to take another flight, so the United Airline staff randomly selected four passengers to “bump” and deplane.^[155]

Three of the passengers left when asked, but the carrier couldn’t get a fourth person, a 69 year old doctor – David Dao – who said he had to see patients in Louisville, to disembark.^[156]

When the doctor refused, things got ugly.^[157]

United’s front line management chose to not only inconvenience a paying customer, but physically abuse that customer so the airline would maintain its operating crew schedule.

– Adam Hartung, Forbes^[158]

The United Airlines personnel called airport security to have Dr. Dao removed.  As a result, the Chicago Department of Aviation officers boarded the plane and forcefully removed the United Airlines passenger — a paying customer sitting peacefully in his assigned seat — from the now “overbooked” flight. Yanked out of his seat and away from his wife, roughed up, bleeding, and then dragged — yes, dragged on his back in front of horrified and visibly shaken passengers — from the plane.^[159] The doctor is heard on at least two videos – as blood comes out of his mouth – “I have to go home. I have to go home”.^[160]

The reason United Airlines personnel initiated the steps that ultimately culminated in the assault on their passenger: to make room for a standby crew (and at this point just one member of the crew, a flight attendant). Dr. Dao sustained significant injuries as a result: a concussion, broken teeth, a broken nose, and other injuries. The incident was captured on smartphone cameras and posted on social media, triggering an angry public backlash.[161]

David Dao, the doctor who was dragged from his seat on a United flight last weekend, was a victim of the airline’s algorithm (and, of course, of security officers in Chicago, who left him with a concussion, a broken nose, and two missing teeth).

– Kaveh Waddell, The Atlantic^[162]

The decisions made by the United Airlines personnel escalated a simple internal employee scheduling situation, into an international incident as videos taken by horrified fellow passengers went viral on social media, racking up millions of views around the world (with over 200 million views in China alone).^[163] As a result, across the globe, people – including world leaders, government officials, and regulators – watched the now infamous video of United Airlines’ injured and bloodied passenger being dragged out of his seat and off the plane in order to accommodate an off-duty flight attendant and United Airline’s own internal operating crew schedule.^[164]

United could have asked passengers why they were traveling or considered moving to the next name on the list when a passenger flat-out refused to budge. If United had crashed a plane, it would have been less of a PR disaster than this. It just looks so cruel, and inexplicable and arbitrary.

– George Hobica, President, Airfarewatchdog (airfare listing and travel advice site)^[165]

Response by Chicago Department of Aviation and U.S. Department of Aviation

Shortly after the incident went viral, the Chicago Department of Aviation said in a statement that one of the officers did not follow protocol and added that he had been placed on leave pending a review for actions not condoned by the department.^[166] The Agency stated that “the incident on United flight 3411 was not in accordance with our standard operating procedure and the actions of the aviation security officer are obviously not condoned by the Department”.^[167] On April 27, 2017, the Chicago Department of Aviation terminated airport security chief Jeffrey Redding, head of security at Chicago’s O’Hare International and Midway International Airports.[168]

As a result of the [April 9th violent removal of Dr. Dao] incident, United announced it will no longer involve law enforcement officers for issues not concerning the safety and security of a flight.

– Benjamin Zhang, Business Insider[169]

The U.S. Department of Transportation (DOT) commenced a review as to whether United Airlines complied with overbooking rules that require airlines to set guidelines on how passengers are denied boarding if they do not volunteer to give up their seats.^[170]

People close to the company said it could have been avoided. At least some decisions that led to the crisis were fueled by employees following rules, which are endemic to big, long lived airlines.

– Susan Carey, Wall Street Journal^[171]

United Airlines’ Leadership Response

According to one commentator, “some airline executives” were initially stating publicly “that the stubborn customer acted immaturely, intimating that this was reason enough to take such drastic enforcement steps”.^[172]

Continuing the poor leadership and decision making, in a letter to employees the next day that appeared to blame Dr. Dao (saying he ‘defied’ the officers), United Airlines’ CEO Oscar did “not apologize for the way that staff handled the situation”, specifically noting that the passenger “defied” security officers, that the airline was “left with no choice” but to act in the manner that it did, and that he “emphatically” stood behind his staff, praising employees for “continuing to go above and beyond to ensure we fly right”.^[173] The “painfully tone-deaf” letter was not well received outside the four walls of United Airlines:^[174]

“This situation was unfortunately compounded when one of the passengers we politely asked to deplane refused and it became necessary to contact Chicago Aviation Security Officers to help. Our employees followed established procedures for dealing with situations like this. While I deeply regret this situation arose, I also emphatically stand behind all of you, and I want to commend you for continuing to go above and beyond to ensure we fly right.”

The costs of tone-deafness on social media are only mounting. … Some simple social listening could have spared much of this agony. In a perfect world, United might even have registered—well in advance—that seat bumping is a cause of serious misery among flyers. They might have devised better solutions. At the least, they would have recognized the backlash over the incident and issued an immediate apology.

– Ryan Holmes, An emergency cure for ‘tone deaf’ brands (United, that means you)^[175]

This was followed up by the release of a poorly drafted “tone-deaf” statement by CEO Munoz “that prompted questions about why United Airlines didn’t try harder to address and resolve the situation for its customers at the time of the situation, rather than what appeared to be at best an indifferent and perfunctory apology for having to “re-accommodate” passengers:^[176]

“This is an upsetting event to all of us here at United. I apologize for having to re-accommodate these customers”.

In a failure of crisis management, the “tone deaf” statements, lack of empathy,^[177] lack of genuine apology, and use of inappropriate double-speak created a backlash and generated ridicule for appearing to suggest that Dr. Dao – a passenger that had been assaulted, injured and dragged off the airplane – had been “re-accommodated”.^[178] This simply punctuated “the sordid event with the least human-sounding statement in crisis-PR history”, apologizing “for having to re-accommodate” customers, “as if the brutalized passenger had merely been asked to switch from an aisle seat”.^[179]

In the two statements, CEO Munoz chose to see the incident entirely from the workers’ point of view. He depicted the airline staff as having treated Dao “politely” and “apologetically” and Dao as “disruptive and belligerent.” He said the airline agents “were left with no choice but to call Chicago Aviation Security Officers to assist in removing the customer from the flight.”[180]

There’s absolutely no empathy in those sentences. But even worse is the message it sends to all the United employees; namely that they also don’t need to bother empathizing with the passengers. If the CEO doesn’t display empathy, why would any employee bother to do so?

– Mark Murphy, CEO Fiascos Typically Start with a Lack of Empathy^[181]

It was not until two days after the incident (on Tuesday, April 11, 2017) that United Airlines C-suite leadership team appeared to fully recognize the scope of the crisis and their failure to adequately address the situation as leaders of the organization.

At this time, CEO Oscar Munoz issued a third statement calling what happened a “truly horrific event” and accepting “full responsibility” for it. The statement was an appropriate and robust response and unreserved apology (a reverse of his previous statements), and included a promise to conduct an internal investigation (“no one should ever be mistreated this way”).^[182] United Airlines promised a public report of the internal investigation, stating “we are going to fix what’s broken so this never happens again”:^[183]

“The truly horrific event that occurred on this flight has elicited many responses from all of us: outrage, anger, disappointment. I share all of those sentiments, and one above all: my deepest apologies for what happened. Like you, I continue to be disturbed by what happened on this flight and I deeply apologize to the customer forcibly removed and to all the customers aboard. No one should ever be mistreated this way.

I want you to know that we take full responsibility and we will work to make it right.

It’s never too late to do the right thing. I have committed to our customers and our employees that we are going to fix what’s broken so this never happens again. This will include a thorough review of crew movement, our policies for incentivizing volunteers in these situations, how we handle oversold situations and an examination of how we partner with airport authorities and local law enforcement. We’ll communicate the results of our review by April 30th.

I promise you we will do better.”

How much of this mea culpa was in response to the political fallout, global outrage, falling stock prices, a threatened boycott, U.S. lawmakers calling for an investigation, and the pure volume of outrage happening in China (United Airline’s second largest market) is not clear.^[184] However, the third statement was followed up with an interview on U.S. national television, ABC’s Good Morning America. Stating that he was “ashamed”, the CEO communicated concern for the safety of the passenger, expressed a full apology and acknowledged that the “booked, paid, seated passenger” was not to blame for the “truly horrific” incident: “That is not who our family at United is. This will never happen again on a United flight. That’s my promise”. ^[185]

A very strong apology and a full acceptance of responsibility. Nevertheless, as noted, in a crisis management situation of this nature, this was done very late in the day.

No United Airline employees have been put on leave or terminated in connection with the incident, and the CEO stated: “there was never a consideration for firing an employee or anyone around it”.^[186]

Compare this to the response of the Chicago Department of Aviation, which placed three law-enforcement officials on leave pending an investigation^[187] and terminated airport security chief Jeffrey Redding.[188] United Airlines did follow up with an announcement that it had changed its policy of asking law enforcement officers to remove passengers from its flights “unless it is a matter of safety and security”.^[189]

The Board of Directors initially provided CEO Munoz their complete backing, although noting that Dr. Dao’s mistreatment and United Airlines inappropriate decision making and reaction must become “a defining moment in the history of United Airlines pivoting to customer service and customer delivery”.^[190] As the public relations crisis played out, it was subsequently announced in a U.S. Securities and Exchange Commission filing that the CEO “would not ascend as planned to the role of chairman”:^[191]

United Continental said Mr. Munoz had voluntarily agreed to drop a clause in his employment contract under which he would ascend to the role of company chairman next year.

He also agreed to the elimination of another contract clause that would have allowed him to resign his post as chief executive if he was not also given the role of chairman, according to the filing.

The company’s board of directors will now determine its new chairman.

“Having an independent chairman of the board is a means to ensure that Mr. Munoz is able to more exclusively focus on his role as chief executive officer,” the filing said.

The Board and executive leadership team is also adjusting its incentive compensation program to ensure that employee incentive opportunities are directly and meaningfully tied to progress in improving the customer experience.^[192] United doesn’t say what aspects of the customer experience it plans to improve, but as one commentator put it: “there is much room for an upgrade”.^[193]

In March, a trade publication, PR Week, had given United Airlines CEO its Communicator of the Year award. But by mid-April, after the “leggings incident” and the “ejected passenger”, the publication – regretting the move – stated that it was “fair to say that if PR Week was choosing its Communicator of the Year now, we would not be awarding it to Oscar Munoz”.^[194]

Our review shows that many things went wrong that day, but the headline is clear: our policies got in the way of our values and procedures interfered in doing what’s right.  This is a turning point for all of us at United and it signals a culture shift toward becoming a better, more customer-focused airline.  Our customers should be at the center of everything we do and these changes are just the beginning of how we will earn back their trust.

– Oscar Munoz, CEO, United Airlines[195]

CEO Oscar Munoz – facing his biggest challenge as the head of United Airlines – released the results of its internal investigation on April 27, 2017 in a document entitled “United Express Flight 3411 Review and Action Report”.[196]  The report concluded that a litany of failures in customer service, training and technology contributed to the forcible removal of Dr. Dao, a paying passenger, in particular identifying the following four factors:

1. Calling on law enforcement to assist with policy enforcement when a security or safety issue didn’t exist.United’s policies and procedures in non-safety or security situations did not adequately address instances in which customers refused to comply with requests.
2. Rebooking crew at the last minute.The crew was booked and arrived at flight 3411 during the boarding process. Our policies did not prohibit this.
3. Offering insufficient compensation and not providing transportation/destination options to entice more customers to give up their seats willingly.Agents did not have the authority to act independently and authorize higher levels of compensation or provide other modes of transportation and/or the right destination options.
4. Providing insufficient employee training and empowerment to handle a situation like this.United does not provide regular training to prepare its team for denied boarding situations and individual interactions with customers during these potentially difficult situations.

In the report, United Airlines stated that it had allowed internal policies to distract from the need to treat passengers with dignity and respect, and it outlined 10 substantial changes as to what the company intends to do to prevent a repeat of the incident:[197]

• Limit use of law enforcement to safety and security issues only.
• Not require customers seated on the plane to give up their seat involuntarily unless safety or security is at risk.
• Increase customer compensation incentives for voluntary denied boarding up to $10,000.
• Establish a customer solutions team to provide agents with creative solutions such as using nearby airports, other airlines or ground transportations to get customers to their final destination.
• Ensure crews are booked onto a flight at least 60 minutes prior to departure.
• Provide employees with additional annual training.
• Create an automated system for soliciting volunteers to change travel plans.
• Reduce the amount of overbooking.
• Empower employees to resolve customer service issues in the moment.
• Eliminate the red tape on permanently lost bags by adopting a “no questions asked” policy on lost luggage.

CEO Munoz stated that the forced removal of their customer aboard its flight was “a turning point for all of us at United and it signals a culture shift toward becoming a better, more customer-focused airline”, noting that “our customers should be at the center of everything we do”. The report’s ten changes are referenced as “just the beginning” of how United Airlines we will earn back their customers’ trust.[198]

What happened to Dr. Dao has appeared to be unjust to most people. United Airlines announced last week that it had entered into “an amicable resolution of the unfortunate incident” with Dr. Dao for an undisclosed financial sum. Dr. Dao’s legal representatives – taking the high road – acknowledged that “United has taken full responsibility for what happened on Flight 3411, without attempting to blame others, including the City of Chicago. For this acceptance of corporate accountability, United is to be applauded”.[199]

Every customer deserves to be treated with the highest levels of service and the deepest sense of dignity and respect. Two weeks ago, we failed to meet that standard and we profoundly apologize. However, actions speak louder than words. Today, we are taking concrete, meaningful action to make things right and ensure nothing like this ever happens again.

– Oscar Munoz, CEO, United Airlines[200]

It’s unclear whether United Airline’s actions will be enough to satisfy U.S. lawmakers, who are demanding changes to the way airlines treat customers. The reason for this concern “is the same for why any of the U.S.’s other oligopolistic powerhouses can treat their fellow Americans with such crass indifference: if profits do not go down, shareholders are not going to be consumed about consumer opinion or even a company’s larger public image. They care about profits. If there is no competitor to whom consumers can turn, will the airlines ultimately care enough to make changes that impact their profit? Many commentators suggest that – long term – without appropriate political and regulatory protection of consumers, the answer is “no” as despite the public pressure arising from the incident involving Dr. Dao, “shares in the company have been largely flat”:[201]

After news of the incident on Sunday broke, United’s stock took a drop Tuesday of about 5 percent, representing a shareholder loss of more than $600 million. Vindictive hashtags and consumer schadenfreude followed. But then — in what might surprise some — the stock turned around even before the day was over, and by the opening bell the next day had gained back almost all of its value. The airline seems unlikely to suffer any lasting loss over the incident. …

It probably won’t even matter if the United passenger sues — even if he succeeds wildly. Early predictions from experts suggest that he has strong legal claims and that he could enjoy recovery of $1 million or more. But last year, United earned $2.3 billion on revenue of $36 billion. In other words, physically assaulting a man and leaving him with a concussion, a broken nose and missing teeth — though it seems he did nothing except express anger toward an indifferent oligopolist — will probably just be a blip.

To some extent, this blame is shared by us all. Imagine that the federal authorities had enforced antitrust laws against airlines during the past 30 years.”

Monopolies provides much of the funds that corporations use to distort American politics,[202] and undermine regulatory control and consumer protection. In addition, in the normal course – assuming no illegality –  in the U.S., there is little substantial recourse if customers are shocked by the fine print of United Airlines’ contract of carriage (a standard form contract that is not negotiable by consumers) that include mandatory arbitration clauses that force citizens, with limited financial and legal resources, to submit. The practical reality is that Corporate imposed arbitration clauses on consumers is “often nothing more than  a guise to avoid liability for widespread low-value wrongs that cannot be litigated individually, but when aggregated, form the subject of a viable class proceeding”.^[203]

In the last decade, class-action lawsuits (in particular for breach of contract) in the U.S. have become endangered thanks to a series of U.S. Supreme Court rulings that have supported corporations and undercut consumer rights in these type of “standard form” contract cases (with mandatory arbitration clauses). Disputes over fine-print regulation are increasingly allowing corporations to force citizens into arbitration, without a judge or jury, where the deck is stacked against the individual plaintiff (i.e. consumers are often disadvantaged by arbitrator bias in favour of the dominant and repeat-player corporations) and the decisions are difficult to appeal.^[204]

The United States airline industry is an oligopoly. An oligopoly exists when a market is controlled by a small group of firms, often because the barrier to entry is significant enough to discourage potential competitors from entering it.

– Investopedia[205]

These issues – although present – are not as pronounced in western societies outside of the United States, in particular the UK, Australia and Canada. Fortunately in Canada, for example, unilateral arbitration clauses by corporations in consumer contracts are prohibited in the province of Ontario.^[206]

Two separate oversight hearings before a U.S. Congressional House panel and a Senate panel are scheduled for this week.

Government Regulation and Oversight

The Transportation Department is investigating the April 9^th incident to determine if United Airlines violated consumer-protection or civil-rights laws, ^[207] and U.S. lawmakers appear to be demanding changes to the way airlines treat customers. For example, among the provisions of a bill introduced in the Senate last week (on April 26, 2017) is one that would require the secretary of transportation to re-examine airlines’ practice of overbooking to determine whether limits should be placed on how many seats an airline can sell.[208]

In addition, in respect to U.S. oversight hearings, United Airlines CEO will be testifying before a Congressional House panel (the House Transportation and Infrastructure Committee) on Tuesday May 2, as will the airline’s president Scott Kirby, and lower level executives from American Airlines, Alaska Airlines, and Southwest Airlines. A U.S. Senate panel plans a similar hearing on Thursday May 4.[209]

 [This] week’s oversight hearing will give Committee Members an opportunity to get much-needed answers about airline customer service policies and what is being done to improve service for the flying public

– Chairman Bill Shuster (R-Pa), Transportation and Infrastructure Committee, House of Congress[210]

In a U.S. survey, the airline industry has been identified as one of the least trusted. When asked which industries are “generally honest and trustworthy so that you normally believe a statement by a company in that industry” over one third of Americans replied “none”.^[211] The 2017 Edelman Trust Barometer reveals that trust in business (around the world) has declined broadly, a phenomenon not reported since Edelman began tracking trust among this segment in 2012.[212]

Over the last month, politicians “in Washington and elsewhere have called for a ban on overselling flights”.[213] U.S. Sen. Robert Menendez, a New Jersey Democrat, called the incident “disturbing” and United Airline CEO Munoz’s statement an “empty apology.” Eleanor Holmes Norton of the District of Columbia, a non-voting House Democrat, called for the congressional hearings now scheduled for this week.^[214] Senator Richard Blumenthal, a Democrat advised that he was working on legislation to increase passengers’ rights.^[215] New Jersey Governor Chris Christie said that the early statements made by United Airlines CEO illustrated its “callousness toward the traveling public with the permission of the federal government,” and called for the U.S. Transportation Department to immediately suspend rules that allowed carriers to overbook and remove passengers.^[216] The White House weighed in saying “it is troubling to see how that was handled”.^[217] Senator Bernie Sanders has indicated the U.S. government should “take a hard look at the airlines” as “part of the problems confronting consumers” is “the consolidation of ownership in the airline industry”.^[218]

The last thing a paying airline passenger should expect is a physical altercation with law enforcement personnel after boarding, especially one that could likely have been avoided.

–  United States Senate, Committee on Commerce, Science, and Transportation (letter to CEO, United Airlines)^[219]

With the U.S. federal government and a Senate committee looking into the matter, and many politicians calling for the review of overbooking and bumping rules, most airlines are still advocating their business position against any effort to bar them from overselling flights.^[220] Having said that, JetBlue has a stated policy that bans overbooking, and Southwest Airlines announced last week that it is now planning to end the industry practice of overbooking flights on its airline.[221]

In Canada, federal Transport Minister Marc Garneau “issued a pointed warning to all airlines operating in Canada”, which included all U.S. airlines including United Airlines. In a letter to “the heads of every airline that flies in and out of the country”, they were warned that “forcibly removing passengers from overbooked airplanes will not be tolerated by the federal government”. Canada’s letter of warning and expectation of appropriate consumer conduct is in line with pending “legislation to introduce a passengers’ bill of rights in Canada”,^[222] which is now expected to also address the problem of travellers being bumped from flights, recognizing that “when a passenger books a ticket, they are entitled to certain rights”.^[223]

Depending on what occurs at the hearings before the Congressional House panel and the U.S. Senate panel this week, it may be that a broad review of the airline industry will be initiated by regulators in the U.S. and other jurisdictions. Such a review would be used to determine whether further legislative options or regulatory change is required to protect the public and for the prudent management of the airline industry.

Leadership and Corporate Culture

Conduct: Lens into Culture & Leadership of an Organization

Conduct – good or bad – is a lens into the culture and leadership of organizations, and there has been no shortage of well-publicized and highly damaging misconduct scandals for corporations and industries over the past decade. Many corporations and businesses have incurred substantial financial loss, and significant reputational and brand damage from the misconduct, and – not surprisingly – numerous regulatory initiatives, substantial fines, civil litigation, and expensive remediation programs have followed the event.[224] Regulatory and political focus on the conduct places significant pressure for corporations and industries to be alert to poor behaviour and misconduct.

The culture of an organization is the expression of its values in action; and to be successful it is up to those who shape it—in particular its leaders and the people following. Leaders must raise its strategic vision and values high enough for everyone to have a direct sight line to it.^[225] An organization’s culture will be at risk if it is not built with the same level of investment the Board and C-suite would make for any other strategic company initiative.^[226]

Effective leadership is key. Leaders drive culture. Whether they do it by accident or by design, and whether culture is set by those at the top of the organisation or by ‘local leaders’ in each work group, depends on the credibility, consistency and quality of the systems, and governance senior leaders put in place.^[227]

Although individual strengths and abilities may vary, most experts agree that outstanding leaders tend to view the world in similar ways. A solid set of values is particularly important, as is a commitment to high ethical standards. A leader is someone who inspires others, who leads by example and motivates people to be better and move forward no matter how difficult the challenges might be.^[228]

Leaders must lead with their actions as well as their words. Leadership is the act of setting the right example for those who follow. Leaders’ actions set an unspoken standard about what is appropriate and what is not. Authenticity is a key quality of leadership.^[229] Followers within an organization or a nation learn about acceptable behaviours through observation – watching, learning and imitating what leaders do.^[230]

Good leaders must lead by example. By walking your talk, you become a person others want to follow. Leadership is about “basic human decency” and “right and wrong”.^[231] When leaders say one thing, but do another, they erode trust – a critical element of productive leadership.^[232]

Too often, a vision statement is just words hung on a plaque in the lobby. To be effective, A Great Purpose must create and sustain urgency. Everyday frustrations demotivate people who don’t understand the value of the work they do. However, those who see the urgency of their work apply creativity and collaboration to overcome problems and to improve continuously.

– Dr. John Stahl-Wert, Raise Vision High and Run with Great Purpose ^[233]

People close to United Airlines have suggested that the April 9th incident involving Dr. Dao could have been avoided, and that at least some decisions that led to the crisis were fueled by employees following rules, which are endemic to big, long lived airlines.^[234] Unfortunately, depending on the leadership and culture of some organizations, employees may internalize the choiceless-doer model and stick to it faithfully:^[235]

The employee follows hard-and-fast rules, seeing only black and white because that is what she has been told to see. Her perception of what her superiors expect drives her behavior. She attempts to achieve faithful execution rather than basing her actions on choices about what would be best for the customer within the broad bounds of the strategy of the corporation. This constrains her choices, and turns her into a bureaucrat. Any customer who has ever heard the words, “I’m sorry, there is nothing I can do; it’s company policy” or who has called an offshore service call center and listened to the faraway representative read through a script that’s utterly unconnected to the problem in front of him knows the pain of dealing with a bureaucrat in a choiceless-doer framework.

In other cases, employees quickly learn the rules of the game and become mechanically obedient. Then they become disillusioned and disconnected. Meanwhile, managers, blinded by the rigidness of the strategy-execution model they have come to know, make high-level abstract choices and assume that everything else is simple implementation. They fail to recognize that the choices made at the top will beget a whole array of difficult choices down the line. If employees make sound choices and produce great results, senior management gets (and usually takes) credit for having put in place a great strategy. If, on the other hand, there are poor results (whether due to bad choices by management, by employees, or both), the conclusion will almost certainly be that there was flawed execution. The employees are players in a lose-lose game: little credit if their team wins, lots of blame if their team loses. This bind creates a sense of helplessness, rather than a sense of joint responsibility for success. Inevitably, employees decide simply to punch their time cards rather than reflect on how to make things work better for their corporation and its customers.

It’s a vicious circle. … Senior management blames the frontline employees, frontline employees blame management, and eventually, everyone becomes belligerent. Management imposes executional rules and ways of operating that feel unilateral and arbitrary ….

In this cold, self-centered world, relationships between levels of the organization do not develop or develop with mistrust. Reflection tends to be limited to what impact those in the rest of the system will have on an individual’s ability to succeed; the person does not consider his own possible contribution to the problem. Finally, leadership tends to take too much responsibility for success by planning ever more-complex strategies and ever more-stringent implementation plans, while the middle- and lower-level managers see these efforts, feel helpless, and back off from taking responsibility.”

“I’m just following the procedures, sir,” says the employee, as if the policies-and-procedures manual has a rule against using common sense. The rules are disconnected from reality, and the company, without realizing it, staggers forward through a field of landmines and potential public relations crises.

– Martin Lindstrom^[236]

While executive leadership may work hard to establish its culture and values at headquarters, something often gets lost in translation as one moves farther away from the central office. This is why attention to culture needs to be active and continuous, especially in large organizations with distant outposts.^[237]

This requires the organization to define its culture at the top, but also to communicate and model it down to the lowest level employee. No longer can an organization sit back and show unwillingness to influence employee behavior.

In this respect, research has shown that instead of a “command and control” culture and leadership philosophy – a poor management method that is limited in its ability to engage employees, elevate behavior or support agile decision making – there should be a focus on a purpose driven and values/principle-based behaviours culture (a coordinate and cultivate leadership philosophy) that includes a Code of Conduct, guidelines and procedures, training, and appropriate oversight.^[238]

Fostering a ‘coordinate and cultivate’ philosophy is particularly attractive in complex organizational environments where governance is becoming a key business issue. Why is this? In these type of environments executives, managers, and front line decision makers are continually faced with leadership responsibilities, and constantly have to make, revise or reverse decisions, often under stress. In these more complex and fast paced environments, governance should not be focused mainly on control anymore, and should also address leadership and commitment to support an agile approach.[239] In essence, when people are qualified in what to do, and the objectives of an organisation are clearly understood then leaders can push decision-making down the hierarchy by adopting a coaching style of leadership.[240] In these situations leadership and decision-making are a complex set of tools and techniques from which, at different times and in different situations, decision-makers must choose the right one.^[241]

As managers, we need to shift our thinking from command and control to coordinate and cultivate — the best way to gain power is sometimes to give it away.

– Tom Malone, The Future of Work^[242]

Leadership’s ability to inspire others to work towards a positive and compelling vision and culture is critical to the success of an organization.  People want to believe in the ability of their leaders to guide change and achieve success.  For a corporation to consistently do the right thing, it must have an ethical and value based environment with employees and business partners willing to follow and enforce corporate culture, policies, and procedures, and the autonomy and support to use common sense. Employees want to work for a corporation committed to doing the right thing, in sync with their personal values and beliefs, and which has the integrity to live by their communicated practices and commitments.^[243]

Its leadership and management 101 to say that the best competitive weapon a company can possess is a strong culture, and this is particularly true within an airline oligopoly where a market is controlled by a small group of firms. But the devil is in the details of execution. And if you don’t get it right, it’s the devil to pay.^[244]

Oligopoly works out really well for investors. For consumers, not so much.

– Thomas Lifson, Fasten your seatbelts: deeper airline oligopoly ahead^[245]

The question is whether corporate leaders at United Airlines, and the U.S. airline industry generally, will continue to focus on short-term gains (rewarding shareholders) or take the long view (balancing the interests of the corporation and other stakeholders, in particular the customer), or something in between: finding a balance between long-term and short-term initiatives may be key to managing this large business:^[246]

“Most CEOs know they have to divide their attention among short-, medium-, and long-term perspectives, but the adaptable CEOs spent significantly more of their time—as much as 50%—thinking about the long term. Other executives, by contrast, devoted an average of 30% of their time to long-term thinking. We believe a long-term focus helps because it makes CEOs more likely to pick up on early signals. Highly adaptable CEOs regularly plug into broad information flows: They scan wide networks and diverse sources of data, finding relevance in information that may at first seem unrelated to their businesses. As a result, they sense change earlier and make strategic moves to take advantage of it.”

It’s dealing with situations that are not in the playbook. As a CEO you are constantly faced with situations where a playbook simply cannot exist. You’d better be ready to adapt.

– Dominic Barton, Global Managing Partner, McKinsey & Company^[247]

Many of the U.S. airline’s challenges cannot be addressed with a quarterly mindset,^[248] or a weak leadership team:^[249]

CEOs who ranked high on reliability … established business management systems that included a cadence of meetings, dashboards of metrics, clear accountability, and multiple channels for monitoring performance and making rapid course corrections. Most important, they surrounded themselves with strong teams.

Unfortunately, this was not true of all CEOs: The single most common mistake among first-time CEOs—committed by a surprisingly high 60% of them—was not getting the right team in place quickly enough. For CEOs choosing talent, the stakes are high and the misses obvious. The successful ones move decisively to upgrade talent. They set a high bar and focus on performance relevant to the role rather than personal comfort or loyalty—two criteria that often lead to bad calls.”

As much as United Airlines might vow to improve its leadership and culture, the pressure to deliver results may be enough to prevent any real change without strong ethical leadership. With the “wrong insular influence”, all too often companies have a hard time acting ethically when that gets in the way of making more money.^[250] The April 9^th incident seen around the world may become “an indictment” of the U.S. airline industry – which has consolidated into a virtual oligopoly where the four largest carriers control more than 80% of domestic seats – and its overall treatment of “their increasingly dissatisfied customers”.^[251]

Accountability is a key leadership requirement for a successful organization. Many want to be leaders, but few are prepared to accept the accountability that goes with it. No organization can grow and prosper unless its leaders step up and take responsibility. It is easier to assign blame than to hold oneself accountable. However, the acceptance of leadership is a great responsibility. Great leaders must take personal responsibility for their actions when things go wrong. To be a great leader one must embrace letting the team own the wins, while assuming responsibility for risks and failures and focusing on the solution.^[252]

Soft culture matters as much as hard numbers. And if your company’s culture is to mean anything, you have to hang — publicly — those in your midst who would destroy it. It’s a grim image, we know. But the fact is, creating a healthy, high-integrity organisational culture is not puppies and rainbows … An organization’s culture is not about words at all. It’s about behaviour – and consequences.

– Jack Welch and Suzy Welch^[253]

Unfortunately, in most cases where this type of “United Airlines” type of catastrophe raises its head, Boards and C-suite leadership implement ‘knee-jerk’ short term solutions. In a desperate attempt to address the issue and make stakeholders (i.e. government, regulators, the public, customers, and shareholders) sufficiently comfortable again, management will attempt to stop the bleeding by introducing a patchwork of solutions called “initiatives” and “projects” (often given fancy, up-beat names). When these solutions don’t yield positive results (since the culture, which they’re trying to repair, is itself the roadblock), another initiative is launched, then another and another. The organization finds itself drowning in short-term patches to solve the problem.^[254] What is missed in many situations is that it is the culture and leadership itself that must be addressed – which must include a thorough review and understanding of the organization’s strategic vision, values, culture, stakeholders, and bottom line (and the appropriate balancing thereof).

Board of Directors and Chief Executive Officer

The Edelman Trust Barometer, a global survey, shows that Canadians – like many citizens around the world – are distrustful of business leaders “and believe government need to step in to more heavily regulate industries so that consumers can be protected against them”. On an individual level, Canadians appear to be cynical about business leaders, ranking the CEO of an organization as second-least trusted spokesperson. Unfortunately, corporate boards — whose role it is to oversee the workings of the CEO and C-suite — were trusted only marginally more than CEOs.^[255]

To rebuild trust and restore faith in the system, institutions must step outside of their traditional roles and work toward a new, more integrated operating model that puts people — and the addressing of their fears — at the center of everything they do.

– 2017 Edelman Trust Barometer, Global Annual Study[256]

The Board, the CEO, and the C-suite leadership team must raise the vision and values of the organization high enough for everyone to have a direct sight line to it.^[257] Once CEOs set a clear course for the business, they must get buy-in among their employees and other stakeholders. CEOs who excel at bringing others along have “empathy”,^[258] and plan and execute disciplined communications and influencing strategies:^[259]

“CEOs who engage stakeholders do not invest their energy in being liked or protecting their teams from painful decisions. In fact, both those behaviors are commonly seen in lower-performing CEOs. Instead, the skilled CEOs gain the support of their colleagues by instilling confidence that they will lead the team to success, even if that means making uncomfortable or unpopular moves. …

When tackling contentious issues, leaders who are good at engagement give everyone a voice but not a vote. They listen and solicit views but do not default to consensus-driven decision making.”

Successful leaders are inclusive, and act to enthuse and inspire their people to feel invested in the goals and accomplishments of the company. Everyone wants to be associated with a leader that makes a positive difference in the world.^[260]

The leader using passion, purpose and inspiration will always outperform the leader using pressure, pain and insults.

– Ty Howard

In an increasingly globalized world, stewardship at the institutional level involves ensuring that organizational values, culture, missions and strategies remain appropriate, and the business sustainable.  Appropriate leadership and decision making acumen is imperative in addressing fundamental organizational issues, from business strategy to compliance to ethical and value standards to risk management.^[261]

The hard news is that executive leadership teams and corporate boards face difficult choices as they balance the organization’s strategic vision (mission), values, culture, and bottom line. In setting strategy at a multinational (or even a mid to large national corporation), the CEO and executive leadership must confront complex, conflicting, and uncertain issues, rules, enforcement practices, and legal cultures across myriad regional, national, and subnational jurisdictions.  The CEO may also want to avoid operating to narrowly or shying away from broad debates about corporate behaviours – or they may face mounting criticism over their activities and greater risk of becoming embroiled in local or international political tensions –  and consider voluntarily setting global ethical or corporate and social standards beyond what the law requires. Setting such standards involves nuanced balancing of the interests of the corporation and the rights of—and duties to—stakeholders. These ethical questions arise in the whole range of corporate activity, including strategic vision, corporate culture and practices, and employee engagement.^[262]

Questions about performance, culture and values, and strategy (and strategic vision) should be front and center for executive leadership teams – and this includes meetings of the Board of Directors.

Directors play a pivotal role in a corporation, with responsibility for overseeing management, hiring and firing CEOs, ratifying key decisions, and helping set long-term strategy.[263] A corporation’s board of directors is supposed to shepherd the long-term well-being of the company, and make sure the CEO is pursuing that same purpose.[264]

In particular, Boards that don’t understand alternative points of view on corporate strategy (or bring them to the top management team for consideration) can never be fully confident that the management’s view of a jurisdiction (or jurisdictions) is the best one in the circumstances. In short, the outcome in such a leadership environment may be unexpected and unpleasant.^[265]

A corporate board is tasked with monitoring the company culture, making its sure its behavior and strategies are sound, and ensuring the CEO does their job and that their compensation properly incentivizes them to do it.

– Jeff Spross, The Week[266]

Today’s CEO and C-suite executive team – which excludes their General Counsel^[267] from a chair at the leadership table at their peril – must integrate ‘business-in-the-economy’ (i.e. commercial realities of products, markets, and competitors), public policy and ‘business-in-society’ perspectives (i.e. societal and political realities, legislation, regulations, investigation, enforcement and litigation). Failing to do so could result in substantial corporate damage, if an organization leads in such a restricted manner (i.e. a “business of business is business” outlook) it will likely be blind to outcomes they should be able to anticipate, since they are not positioned to understand and encompass the full dimension of the risk and opportunity in its’ corporate activity. Leadership acumen on business-in-society issues is imperative in addressing fundamental corporate issues, from business strategy to corporate culture to ethical standards to risk management and compliance.^[268]

And … the Board of Directors has an important role in assuring that the CEO brings these perspectives to their job. The Board – depending on the size of the organization, jurisdiction(s) in which it operates, ownership structure, type of sector and industry, nature scope and complexity of operations, risk profile, and the level of regulation – generally needs to focus its oversight function by clearly defining the core operating objectives for the 10 or so highest priority risks and opportunities (that include business and society issues, strategy, and corporate culture). The Board should tie both cash and equity compensation to the detailed record on those objectives (not just the general movement of the stock market). And it needs to establish robust Risk and Public Responsibility Committees for more complete reviews of this broader set of problems.  The Board also needs to ensure that the executives reporting to the CEO (including the General Counsel) are also broad-gauged leaders who are not just expert in business but have deep understanding of politics, policy, ethics, corporate culture, societal trends, country risk, modern communication, and corporate citizenship.^[269]

A leadership team’s ability to mitigate risk will involve identifying, understanding, and prioritizing the diverse economic and non-economic threats to the organization and its stakeholders,^[270] especially those that present difficult and complex threats.^[271]

Ultimately, organizations and their leadership teams must define problems comprehensively and comprehensibly; to integrate different perspectives into solutions; and to forge agreement on a solution, and then implement it in a way that makes a difference to the organization and stakeholders. In addressing complex decisions, the first step – always – is to consider the organization’s principles and values. This will provide balance – “don’t let that get lost when grappling with a difficult decision.^[272]

CEOs and directors should actively encourage dissent on their operating boards – “policy makers, scholars and practitioners around the world seem to agree that a diverse board, able to express different perspectives and challenge stereotypes, is desirable”.[273]

I believe CEOs should open every operating board meeting with the same announcement each time: “I need to hear people disagree with me and with each other, constructively. If you don’t you’re not doing your job and if you’re not doing your job you’re of no use to the business.”

– Ciaran Fenton[274]

Drivers for Cultural / Behavioural Dysfunction

Leadership and culture are the biggest determinants of how employees actually behave. Strong “value based” cultures with strong leadership have two common elements: there is a high level of agreement about what is valued, and a high level of intensity with regard to those values.^[275]   It is generally accepted that values drive behaviors, and behaviors drive outcomes.^[276]

Leadership and culture were the main drivers in the United Airlines scandal. Having said that, there are a number of drivers and root causes[277] (usually interrelated with corporate culture) that may lead to misconduct, poor behaviour or poor practices within any particular organization, and these themes cuts across businesses, industries, and sectors.

Understanding and addressing the particular (or overlapping) drivers of misconduct that are relevant to an organization is an essential step in improving standards of behaviour, being able to identify key conduct risks, and specifically designing and addressing pre-emptive enterprise-wide programs, and meeting regulatory, political, and marketplace expectations.^[278]

Drivers of conduct that can harm customers, employees and business reputation and integrity of the industry, may include for example:^[279]

• Disparate subcultures or problematic prevailing culture.^[280]
• Individuals and leadership are not responsible or held to account for poor conduct.^[281]
• Complex, disconnected or ‘growth at all costs’ business model.^[282]
• Conflicts of interest are not identified or managed.^[283]
• Product is not guided by customer needs and suitability.^[284]
• Weak systems of monitoring and surveillance.^[285]
• Manual and complicated processes and procedures.^[286]
• Decisions are not based on a ‘balanced scorecard’.^[287]

Our belief is that if you get the culture right, most of the other stuff, like great customer service or building a great long-term brand, or empowering passionate employees and customers will happen on its own.

-Tony Hsieh, CEO, Zappos

Embedding a Sound Culture: Solutions to Restoring Trust

Embedding a strong culture and cultivating good conduct is the key to restoring reputational capital, retaining customers, building a sustainable business, and maintaining a competitive advantage.^[288] An excellent, and recent, discussion on the topic of embedding a sound corporate culture within an organization can be found in an article entitled “Managing Conduct Risk: Addressing Drivers, Restoring Trust”.[289]

Leadership’s ability to inspire others to work towards positive and ethical change is critical to the success of an organization.  People want to believe in the ability of their leaders to guide change and achieve success.  For a corporation to have integrity, it must be an ethical environment with employees and business partners willing to follow and enforce corporate culture, policies, and procedures. Employees want to work for a corporation committed to doing the right thing, in sync with their personal values and beliefs, and which has the integrity to live by their communicated practices and commitments.^[290]

Governance

Many corporations (in particular national and multinational corporations), are complex organizations governed by interlocking systems that assign tasks to individuals and hold them accountable, remunerate staff in ways that seek to recognise good performance, and ensure compliance with the company’s policies and procedures. Often the intent of these systems can be moderated or magnified by culture within a business unit or team. The performance management, remuneration and cultural frameworks are most effective when they are aligned. Misalignment can cause confusion, if not outcomes inconsistent with the organization’s strategic vision, goals, values, culture, and bottom line.^[291]

Good governance and supervision should be maintained at the core, but the governance, conduct and risk management frameworks should be designed to have enterprise-wide penetration, and with direct lines to the executive. ^[292] Isolation or remoteness should not be accepted as an excuse for instances of misconduct. Sophisticated technology and analytics to leverage current data and create predictive and preventative systems is important.^[293]

The business model should be reviewed, making them more customer-centric, and identifying any other potential conflicts with desired conduct outcomes. There should be a holistic and forward looking approach – moving from “individual parts to total picture” in which underlying root causes are addressed “rather than focusing too much on individual instances”.^[294]

Boards and C-suite leadership should increase their oversight to ensure that policy and related changes taking place within the organization are endorsed by them and implemented as intended. This should include reporting publicly in their annual report to shareholders. This would be particularly valuable during the early years of a transition to the full implementation of new arrangements. Effective feedback from frontline staff would be a valuable component of such efforts, of which whistle blower channels are an important fail safe.^[295] Culture and conduct should be embedded into risk management frameworks, included as a regular discussion topic on Board agendas, and incorporated into strategies, business models and governance arrangements.^[296]

Boards should make it a priority to pay close attention to the management of the risk of poor outcomes for customers, and the associated reputational risks.^[297]

The leadership and management structure should be reviewed. As discussed above, fostering a ‘coordinate and cultivate’ leadership structure (as opposed to “command and control”) may be particularly attractive in complex organizational environments where governance is becoming a key business issue. As noted, in these type of environments executives, managers, and front line decision makers are continually faced with leadership responsibilities, and constantly have to make, revise or reverse decisions, often under stress. In these more complex and fast paced environments, it is questionable as to whether governance should be focused mainly on control to be effective, and should also address leadership and commitment to support an agile approach.[298] In essence, when people are qualified in what to do, and the objectives of an organization are clearly understood, then leaders can – if permitted to do so – push decision-making down the hierarchy by adopting a coaching style of leadership[299] (that includes a Code of Conduct, guidelines and procedures, training, and appropriate oversight).^[300]  A culture shift toward becoming a better, more customer-focused company with empowered personnel to make the right decisions in light of what is right, legal and fair will be most effective with a “governance, culture and leadership” mindset as opposed to a “governance, risk and compliance” mindset.[301] Whatever decision a corporation may ultimately take on this particular topic, considering the pros and cons, this is an important matter to be at least discussed and considered by the Board, the CEO and the C-suite executive leadership team.[302]

 When workers are made to feel empowered, the whole organization wins.

– Roger L. Martin, The Execution Trap^[303]

We live in age dominated by competing priorities and distractions, with myriad of things competing for attention in our personal and professional lives. The limited time executive leaders have for daily tasks can make it very hard to focus on the important things. The Board and C-suite must be specific and clear when they plan, to set realistic and achievable strategic goals. Strategy implementation is a change management problem, and execution will be key.^[304]

More than 70% of Strategy fails in execution. It is about many different matters like resistance to change, silos or units with competing agendas, lack of clear and decisive leadership, leadership actions inconsistent with strategy, poor communication of strategy, lack of accountability on follow-through; inability to measure impact, too focused on short-term results, and maybe the most popular and big obstacle: making it meaningful to frontiers, translating strategy to execution, aligning jobs to strategy.

– Pearl Zhu, Strategy Design vs. Strategy Execution^[305]

Leadership and Culture

Culture is central to the restoration and maintenance of good conduct.^[306] It will be important for an organization to formally examine its workplace culture and institute formal processes to redress any conscious or unconscious bias that may undermine its culture or prevent it from achieving its goals.^[307]

The Board and C-suite must be intimately familiar with how the organization establishes, communicates, and implements cultural values, and whether these are in fact guiding appropriate business conduct.^[308] Governance and culture are a priority as drivers of behaviour, and if done right support effective conduct, behaviour and risk and compliance management.^[309]

For the 21^st century, in order to implement a sustainable ethics and compliance program that is truly effective in shifting behaviour and mitigating risk, corporate leadership should look at moving from a strict “governance, risk and compliance” mindset to a “governance, culture and leadership” mindset.^[310]

It is incumbent upon Boards and CEOs (and their executive leadership teams) to drive and monitor cultural change. Leadership is critical in successfully pursuing cultural change, however, such leadership should be exercised at many levels within the organization – and in fact, efforts to support and require cultural renewal will only be successful if properly directed at all levels.^[311] The corporate culture must be built like any other business critical program.^[312]

Appropriate change programs focused on culture must include comprehensive communications plans, socially-desirable purpose statements that emphasize support for customers or broader society, and a proactive and systematic assessment of the role culture plays with respect to risk, conduct and compliance.^[313] In organizations with strong effective cultures, leaders generally do the following four things:^[314]

“1. Define it clearly at a behavioral level. Get really clear on what you want the culture to be. Be sure to get down to the day to day behaviors that are acceptable or not acceptable to support that culture. Then you have to live them at all cost as visible leaders in the company.

2. Build it into everything that happens in the company. This is about embedding culture into everything from how you interview new people to how you evaluate performance on the people you have to how you reward people.
3. Teach it to people. If there are critical behaviors and skills people need to make the culture work, formally invest in learning programs to build that skill set. Don’t assume that people can translate what is on the wall to their day to day work environment.
4. Review it regularly. Without attention, culture can slip and migrate all over the place. Review it at a quarterly business review just like you’d review your critical business strategies.”

Change programs should be developed in a manner that addresses potential biases (conscious or unconscious), ensures that ‘local leaders’ have a shared understanding of how the organization’s revised policies should be implemented, and that these ‘local leaders’ have the skills to communicate performance goals, assess staff performance and give relevant feedback against more customer oriented performance criteria. A key element of the change will be to assist managers to reorient the thinking of some staff (and, possibly, their own) away from extrinsic rewards based on, for example, hard financial or operational numbers, towards a more intrinsic one based on achieving high levels of customer satisfaction and a quality relationship between the Airline and its customers. The credibility of such approaches to renew the culture would be enhanced if matched with a significant, well-resourced, visible and sustained program to change culture and reskill many managers to better ensure that their actions reflect the desired culture. Of course, there is no necessary conflict between hard numbers (financial or operations) and either ethical behaviour or a customer focus. The intention is to make clear that the latter are to prevail in the event that circumstances may place them in conflict. Indeed, the journey towards customer focused approach will likely entail significant cultural renewal supported by a substantial investment in leader development and training.^[315]

Employees make hundreds of decisions on their own every day, and culture is our guide. Culture tells us what to do when the CEO isn’t in the room, which is of course most of the time.

– Frances Frei and Anne Morriss, Harvard Business School

Executives and senior managers should be personally accountable for contraventions of relevant requirements unless they have taken reasonable steps to prevent the contravention.^[316]

Middle management should be trained on the important role that they play in communicating and developing capabilities for timely prevention and direction of unacceptable standards of conduct.^[317] Training and development must be improved, in particular with respect to their knowledge and understanding of the organization’s goals, fostering a belief in what the organization is trying to achieve, and advance their leadership skills.^[318]

Culture and conduct should be embedded into risk management frameworks. Individual organizations must focus on ensuring their “first line” owns the risk in their business line, strengthening “second line” challenge, and creating a “speak up” culture. In this respect, management maps should be in place to clearly articulate and communicate roles and responsibilities, rotations between business and risk management are implemented, and appropriate training is rolled out for the front line business unit on risk and to the second line on how to effectively perform their challenge function. As well, employee issue escalation processes and customer complaints workflows, with special attention to whistleblowing, should be reviewed and strengthened.^[319]

Cultural renewal is a matter that each organization will need to pursue having regard to its own history and approaches.

Performance Management

An organization will also need to examine its performance management system and make changes as necessary to ensure that the embedded signals and incentives to staff are aligned. As well, sophisticated technology and analytics to leverage current data and create predictive and preventative systems is important.^[320]

The rewards and the performance management systems are two sides of the same coin. They work powerfully to reinforce desired behaviours when they are aligned, but can cause confusion and leave opportunities for a problematic or misaligned sub-culture to dominate when they are not.^[321]

In a hierarchical organization the extent of consistency and alignment of the performance assessment criteria in play at each layer of the organization is important to achieving a consistent cultural orientation. The important issue will be how targets are set, how they are communicated, and how performance against them is assessed.^[322]

Targets are more likely to drive poor behaviour, for example, if they are reasonably perceived to be unrealistic in the context of the work group to which they are applied. Targets will less likely be accompanied by poor behaviour if they reflect the breadth of the objectives of the organization, including in respect to its customers.^[323]

It will be important to ensure that targets or goals in performance management are well aligned to reinforcing the objectives that the organization desires, as well as appropriate oversight, compliance and risk management.^[324] As such, the Airline should reassess and, as necessary, revise their performance management system to ensure that it will effectively support the goals.^[325]

As well, reviewing and updating processes and procedures is an effective tool. Duplicate or overlapping requirements can be consolidated, contradictions clarified, and those identified as unnecessary, low value or redundant removed (i.e. simplify, rationalize, optimize, and digitalize).^[326]

To support these objectives, a balanced scorecard is a strong tool for leadership to monitor and oversee key goals (including non-financial objectives such as customer service and good customer outcomes, cooperation with control functions, ethics, among others). As well, there should be a link between objectives on the balanced scorecard, with individual performance assessments of individuals at all levels of the organization.[327]

Culture guides discretionary behavior and it picks up where the employee handbook leaves off. Culture tells us how to respond to an unprecedented service request. It tells us whether to risk telling our bosses about our new ideas, and whether to surface or hide problems.

– Frances Frei and Anne Morriss, Harvard Business School

Conclusion

An airplane represents a particularly vulnerable space for most citizens, and the April 9^th scandal involving United Airlines is a “stark reminder of how powerless passengers are” when they fly. Passengers are in an environment where they are required “to give up a lot of control.” For that reason, an incident like the one that took place on United Airlines touched a nerve, not just for the passengers on that particular flight, but also for the millions of people worldwide who saw the video of Dr. Dao being assaulted, injured, and forcibly dragged from the airplane. The experience resonates with people, because “that could have been us”.^[328]

I booked a flight yesterday where I could have booked the flight with United Airlines. Even though their flight was cheaper and would have received Aeroplan points, I booked with American Airlines instead. It will be a cold day in hell before I give those bastards at United my money.

– Kirk Baert, Koskie Minsky LLP, Law Partner, Toronto, Canada[329]

How does something like this happen? Why didn’t any employees say something or otherwise step in to de-escalate the situation before things got out of hand and they realized something was going dreadfully wrong on their flight?^[330] The reality is, the conditions that made this debacle possible were simmering long before anyone showed up to work that fateful day:[331]

“When done right, your business’s culture drives the decision-making process of everyone who works with you. It is a guiding star, an internal compass.

When corporate culture isn’t cultivated, a toxic one develops. Chaos and disasters ensue. And that’s what happened with United. …

The video was a visual representation of what can go wrong when your corporate culture is just lip service.”

The culture of an organization is the expression of its values in action.^[332] The night of April 9^th did not reflect well on United Airlines’ leadership, its corporate culture, or its values.

As unbelievable as the United Airlines incident was, I’ll bet you that the onboard crew were “just following the procedures, sir.” Forcibly removing that passenger from the plane — “re-accommodating a passenger,” in the United CEO’s double-speak — was preferable to putting their jobs on the line by showing some common sense.

– Martin Lindstrom[333]

A company’s values are the core of its culture. While a vision articulates a company’s purpose, values offer a set of guidelines on the behaviors and mindsets needed to achieve that vision. And while many companies find their values revolve around a few simple topics (employees, clients, professionalism, etc.), the originality of those values is less important than their authenticity.[334]

Empty value statements create cynical and dispirited employees, alienate customers, and undermine managerial credibility.[335] Identifying and understanding this can be the first step to revitalizing or reshaping a culture in a company looking for change. United Airlines has become “a case study of an operation that just seems to produce more losers than winners, more generalized suffering than ought to be necessary—and all for what? It is hard to imagine that they can feel proud of the monster they have created.”[336]

Great companies have leaders all over, not just at the top.

– Rob Goffee

Great organizations are successful at getting their people to own the vision and their culture. As this happens, employees become more engaged and committed to doing their part to serve the purpose of the organization.[337] This is the path.

Leadership is never easy. The path is one fraught with constant challenge and surprise. Many challenges that leaders in business face involve questions of values.  In this environment, Boards, CEOs, and C-suite leadership teams that embrace good governance, ethical compliance, a sound culture, and positive qualities of leadership are well positioned for success.

 

Eric Sigurdson

 

Endnotes:

[1] Adam Hartung, Why United Airlines Abuses Customers: The Risks of Operational Excellence, Forbes, April 10, 2017; Patrick Watson, The Next United Airlines Scandal may happen in Financial Markets, Forbes, April 24, 2017.

[2] Ally Marotti and Lauren Zumbach, United Airlines’ brand takes a beating after bumped passenger dragged off plane, Chicago Tribune, April 11, 2017; Robert Reed, Flight or fight? United’s ouster of stubborn passenger a colossal mistake, Chicago Tribune, April 10, 2017; Alana Wise, United Airlines under fire after passenger dragged off overbooked flight, Globe & Mail, April 10, 2017; Matthew Brown, United Passenger’s Violent Removal Sparks Outrage in China, Huffington Post, April 11, 2017; Jeffrey Towson, United Airlines Just Got Dragged Down the Aisle by Chinese Consumers, LinkedIn.com, April 12, 2017; Michael Sasso, Justin Bachman and Linly Lin, United CEO Apologizes Again After First Mea Culpa Falls Flat, Bloomberg.com, April 11, 2017.

[3] Holly Yan, United CEO felt ‘ashamed’ by video as Christie asks to suspend overbooking, CNN.com, April 12, 2017.

[4] Andrew Winston, Pepsi, United, and the Speed of Corporate Shame, Harvard Business Review, April 12, 2017.

[5] Patrick Watson, The Next United Airlines Scandal may happen in Financial Markets, Forbes, April 24, 2017.

[6] Center for Regulatory Strategy, Managing Conduct Risk: Addressing Drivers, Restoring Trust, Deloitte, 2017.

[7] Lori Aratani, United and man dragged from flight reach ‘amicable’ settlement, Washington Post, April 27, 2017.

[8] Center for Regulatory Strategy, Managing Conduct Risk: Addressing Drivers, Restoring Trust, Deloitte, 2017. Also see, for example: Gillian White, The Toll of Wells Fargo’s Account Scandal: the fallout has implications not just for the bank’s reputation, but also for its bottom line, Atlantic, April 19, 2017:

“Aside from reputational damage, the trouble has had actual hard costs, too. The company has been fined around $185 million, clawed back around $200 million in compensation, and will pay around $110 million to settle a class-action lawsuit related to the fake accounts. The firm reportedly spent around $80 million during the last quarter for outside professional services related to the fake-accounts scandal. And in that same conference call, the company’s CFO said that he estimates Wells Fargo will have to shell out similar sums for fake-account-related costs for some time.

In October, shortly after the fake-accounts scandal became public, a consulting firm, cg42, put together a report on the anticipated fallout. By their estimates, the company stood to lose around 14 percent of its customers, who said they’d already decided to switch banks. And 30 percent of the Wells Fargo customers who were surveyed reported shopping around for banking services elsewhere. That’s despite the fact that the fake accounts reportedly affected fewer than 3 percent of customers. Altogether, the report estimated that Wells Fargo stood to lose around $99 billion in deposits and $4 billion in revenues within a year-and-a-half of the fake-accounts revelation.”

[9] Center for Regulatory Strategy, Managing Conduct Risk: Addressing Drivers, Restoring Trust, Deloitte, 2017.

[10] Ben W. Heineman Jr., The Inside Counsel Revolution: Resolving the Partner-Guardian Tension, 2016; Eric Sigurdson, General Counsel, Chief Legal Officers & In-House Counsel: Five New Year’s Resolutions – Leadership, Operations, Metrics, Technology, and External Counsel, Sigurdson Post, December 13, 2016; Ben W. Heineman Jr., The rise of the General Counsel: Transforming Law and Business, April 27, 2016:

“The General Counsel must also serve both as partner to the board and business leaders and as guardian of the corporation. A lawyer-statesperson must function, often simultaneously, in the three fundamental roles of a great lawyer: as technical expert, as wise counselor and as accountable leader. In so doing, the GC must possess not just “core” legal competencies but also “complementary” competencies beyond  law   that include: asking “what ought to be” questions; having financial, scientific and technological literacy; implementing, not just deciding; leading and building organizations; having global brains; and, ultimately, in being a great generalist to define – and solve – multidimensional problems properly.

Astute CEOs and boards know highly talented, broadly experienced, analytically rigorous and consistently innovative General Counsels – and outstanding law departments – are needed to deal in a systematic and rigorous way with the core issues of business strategy, culture, compliance, ethics, risk, governance and citizenship.

The CEO, like the board of directors, must have the vision of high performance with high integrity and must affirmatively want a General Counsel to be a lawyer-statesman and partner-guardian, never afraid to speak out on what is “right” for the corporation. In helping fuse high performance with high integrity, the General Counsel as lawyer-statesman must engage in robust debate on major corporate initiatives of all shapes and sizes about what are the “ends” of that action, not just about “the means” for carrying it out; about “purpose” not just “process”; about what is “right” as seen through the lenses of performance, integrity and risk, not just about what is “legal.”

[11] Eric Sigurdson, Corporate Culture, Leadership and Personal Liability – Ethics and Compliance Programs in the 21^st Century, Sigurdson Post, October 5, 2016.

[12] Scandals and organizational crisis that trace back to the early 2000s: Enron (2001), HIH Insurance (2001), WorldCom (2002), Freddie Mac mortgage scandal (2003), AIG accounting scandal (2005), Lehman Brothers investment bank and subprime mortgage crisis (2008), Libor (London Interbank Offered Rate) fixing scandal and Barclays Bank (2012), Volkswagen DieselGate (2015), Wells Fargo banking scandal (2016), United Airlines (2017), as well as the 2008 credit markets’ disintegration that cascaded into the global financial meltdown that significantly threatened global capitalism.

[13] Wayne Brody and Mark Rowe, Corporate Culture and Compliance in the 21^st Century, New York Law Journal: Compliance, October 27, 2014.

[14] Wayne Brody and Mark Rowe, Corporate Culture and Compliance in the 21^st Century, New York Law Journal: Compliance, October 27, 2014. Also see, Eric Sigurdson, Leadership Qualities: from Wells Fargo to Donald Trump – character, integrity, and ethics are necessities, not luxuries, Sigurdson Post, October 17, 2016.

[15] Sonia Thompson, How a Disconnected Corporate Culture Cost United Airlines $800 million Overnight, Inc.com, April 11, 2017.

[16] Clive Irving, Blame Big Airline Mergers for United’s Shocking Passenger Beatdown, The Daily Beast, April 17, 2017. Also see, Tim Wu, How United Turned the Friendly Skies into a Flying Hellscape, Wired, April 13, 2017; Drake Bennett, United’s Quest to be Less Awful: A bungled merger. A corruption scandal. Three CEOs in a year, Bloomberg, January 14, 2016; Michael Sasso and Justin Bachman, United’s Munoz Goes from Savior to Man on Hot Seat Real Fast, Bloomberg, April 12, 2017; Henry I. Miller, Will United Airlines Mend its Ways? When Pigs Fly, Forbes, April 12, 2017 (“Whenever I am complaining bitterly to somebody about air travel experiences, it’s remarkable how often the person will say, “Sounds like United.” Bingo!”); Chris Selley, Flying the unfriendly skies, National Post, April 13, 2017 (“Americans don’t think much of any of their legacy airlines — American, Delta and United — but United seems to be the consensus worst. Just because its previous astonishing acts of customer disservice didn’t draw blood, they didn’t constitute a crisis?”).

[17] Chris Selley, Flying the unfriendly skies, National Post, April 13, 2017.

[18] Sonia Thompson, How a Disconnected Corporate Culture Cost United Airlines $800 million Overnight, Inc.com, April 11, 2017.

[19] Daniel Dale, Donald Trump responds with fury to sexual assault allegations, Toronto Star, October 13, 2016; Full transcript of Michelle Obama’s powerful New Hampshire speech, The Guardian, October 14, 2016.

[20] Carl Golden, Top 10 Ways to Lead by Example, soulcraft.co; Chris Newton, The Importance of Leading by Example, Smallbusiness.chron.com.

[21] James Sudakow, If You Don’t Build your Culture, One Will Form on its Own (and you might not like what you get), Inc, February 23, 2017.

[22] Eric Sigurdson, Leadership Qualities: from Wells Fargo to Donald Trump – character, integrity, and ethics are necessities, not luxuries, Sigurdson Post, October 17, 2016.

[23] Center for Regulatory Strategy, Managing Conduct Risk: Addressing Drivers, Restoring Trust, Deloitte, 2017.

[24] Note: Drivers and root causes of misconduct and poor behaviour and practices within a corporation include and are inter-related with corporate culture and leadership. These may include, for example:

• Disparate subcultures or problematic prevailing culture.
• Individuals and leadership are not responsible or held to account for poor conduct.
• Complex, disconnected or ‘growth at all costs’ business model.
• Conflicts of interest are not identified or managed.
• Product is not guided by customer needs and suitability.
• Weak systems of monitoring and surveillance.
• Manual and complicated processes and procedures.
• Decisions are not based on a ‘balanced scorecard’.

[25] Center for Regulatory Strategy, Managing Conduct Risk: Addressing Drivers, Restoring Trust, Deloitte, 2017.

[26] Center for Regulatory Strategy, Managing Conduct Risk: Addressing Drivers, Restoring Trust, Deloitte, 2017.

[27] For example, see: Eric Sigurdson, Corporate Culture, Leadership and Personal Liability – Ethics and Compliance Programs in the 21^st Century, Sigurdson Post, October 5, 2016; Tom Malone, The Future of Work, 2004; Dan Pontefract, Wells Fargo Proves Corporate Culture Can Also Be a Competitive Disadvantage, Forbes, September 15, 2016; Brent Gleeson, The Future of Leadership and Management in the 21^st Century Organization, Forbes, March 27, 2017. Also see, John Blakey, Turn the Ship Around – David Marquet: From Commander to Coach, Challenging Coaching.co.uk, June 18, 2015; L. David Marquet, Turn the Ship Around! A True Story of Turning Followers into Leaders, 2013. And see, John Clifton, Are You Sure You Have a Great Workplace Culture?, Linkedin.com, April 27, 2017.

[28] L. David Marquet, Turn the Ship Around! A True Story of Turning Followers into Leaders, 2013;

[29] John Blakey, Turn the Ship Around – David Marquet: From Commander to Coach, Challenging Coaching.co.uk, June 18, 2015; L. David Marquet, Turn the Ship Around! A True Story of Turning Followers into Leaders, 2013.

Also see, John Clifton, Are You Sure You Have a Great Workplace Culture?, Linkedin.com, April 27, 2017.

[30] Andrew Winston, Pepsi, United, and the Speed of Corporate Shame, Harvard Business Review, April 12, 2017.

[31] Susan Carey, United Says Litany of Failures Led to Flight Fiasco: Dragging of passenger David Dao from plane, CEO Oscar Munoz says was ‘a failure of epic proportions… We get it’, Wall Street Journal, April 27, 2017.

[32] Deloitte, Corporate Culture: The second ingredient in a world-class ethics and compliance program, 2015 [http://www2.deloitte.com/content/dam/Deloitte/us/Documents/risk/us-aers-corporate-culture-112514.pdf]

[33] Wayne Brody and Mark Rowe, Corporate Culture and Compliance in the 21^st Century, New York Law Journal: Compliance, October 27, 2014 [http://nylawyer.nylj.com/adgifs/specials/2014_1027_ssCompliance.pdf]; Also see, David Greenberg, Ethics and Compliance in the 21^st Century, Abbc.org (LRN corp), September 2015; Michael Rasmussen, Compliance Risk Management in the 21^st Century, Corporate Integrity, September 2011.

[34] Wayne Brody and Mark Rowe, Corporate Culture and Compliance in the 21^st Century, New York Law Journal: Compliance, October 27, 2014 [http://nylawyer.nylj.com/adgifs/specials/2014_1027_ssCompliance.pdf]

[35] Center for Regulatory Strategy, Managing Conduct Risk: Addressing Drivers, Restoring Trust, Deloitte, 2017.

[36] Stephen Sedgwick, Retail Banking Remuneration Review Report (Australia), Australian Bankers’ Association, April 19, 2017.

[37] Center for Regulatory Strategy, Managing Conduct Risk: Addressing Drivers, Restoring Trust, Deloitte, 2017.

[38] The Global Risk Institute provides valuable support to boards of financial institutions in helping to address risk issue.  The GRI was founded in 2011 as a result of an idea conceived by Mark Carney, Governor of the Bank of England and Jim Flaherty, former Canadian Minister of Finance. There was an initial group of sixteen financial institutions, with the Governments of Canada, Ontario, TD Group and Manulife being the core founders. [http://globalriskinstitute.org/about/gri-board-of-directors/].  Also see, Jeremy Rudin, Enabling More Effective Governance of Canadian Financial Institutions – Remarks by Superintendent Jeremy Rudin to the Global Risk Institute, Toronto, Ontario, June 14, 2016, Office of the Superintendent of Financial Institutions, osfi-bsif.gc.ca. Also see: OFSI Mandate, osfi-bsif.gc.ca.

[39] Deloitte, Corporate Culture: The second ingredient in a world-class ethics and compliance program, 2015 [http://www2.deloitte.com/content/dam/Deloitte/us/Documents/risk/us-aers-corporate-culture-112514.pdf]

[40] Dina Medland, Corporate ‘Culture’ Is Not About Art, Forbes, March 22, 2015 – UK Business Secretary Vince Cable said: “improving corporate culture – so employees feel valued, listened to, and confident about raising concerns – requires further action.”

[41] Infra, see heading “Embedding a Sound Culture: Solutions to Restoring Trust”.

[42] Liam Dann, CEO of the year – Christopher Luxon, Air NZ, NZ Herald, November 27, 2015:

“There is a mission and purpose that I’ve signed up for that is bigger than myself,” says Air New Zealand chief executive Christopher Luxon, when asked to describe his core leadership values.

Luxon, the 2015 Deloitte Top 200 Executive of the Year, is very clear about his success being underpinned by a strong team.

“The most important part of it actually is the casting of the leadership team and I’m really proud of the leadership team we have in place,” he says. “My job is just to be the best leader I can be in a team of great leaders.” …

But financial results are only one part of it, Luxon says.

“A lot of it is about: how do we take those profits and pour them back into the company to enhance the customer proposition and the culture of the company? When we look at the cultural metrics of how we perform and the customer service metrics as well as the commercial performance those are the three lenses by which we measure success.”

Luxon’s has been deft at balancing the softer aspects of the good practice with hard-nosed decision making.

[43] James Thomson, Air New Zealand nabs top spot as most reputable company in … Australia, Stuff.co, April 26, 2017; Lance Wiggs, Air New Zealand challenges loyal customers to move elsewhere, NBR.co.nz, March 20, 20157; Air New Zealand Australia’s ‘most reputable’ company, Australianaviation.com.au, April 26, 2017; Sinead MacLaughlin, Air New Zealand named most reputable company in Australia, Daily Mail (UK), April 26, 2017; Liam Dann, CEO of the year – Christopher Luxon, Air NZ, NZ Herald, November 27, 2015; Fran OSullivan, Sighs of relief too soon, NZ Herald, October 15, 2001 (Air NZ was staring at insolvency). For a Canadian example, see: Andree Lau, WestJet Passenger Thanks Airline For Treating People with Care, Huffington Post, April 18, 2017:

“In an Easter week of particularly unpleasant news about airline treatment of customers, I commend you for a culture of kindness and care. It was evident before the medical incident but was made especially clear tonight. Thank you.”

Earlier this month, WestJet was named the top airline in Canada, by travel site TripAdvisor….”

[44] NZ’s Most Reputable Organization: Air New Zealand: Flying People not planes, New Zealand Management, September 20, 2010.

[45] Center for Regulatory Strategy, Managing Conduct Risk: Addressing Drivers, Restoring Trust, Deloitte, 2017.

[46] Michael Hltzik, At United Airlines and Wells Fargo, toxic corporate culture start with the CEO, Los Angeles Times, April 11, 2017.

[47] Jeff Spross, The agonizingly familiar problem with Wells Fargo’s board of directors, The Week, September 29, 2016; Gretchen Morgenson, By Taking the Money, Wells Fargo’s Board Seems to Recall Its Role, New York Times, September 27, 2016; Jeffrey A. Sonnenfeld, What Makes Great Boards Great, Harvard Business Review, September 2002; Marco Ventoruzzo, Dissenting Directors, Harvard Law School Forum on Corporate Governance and Financial Regulation, corpgov.law.harvard.edu, November 4, 2016; Jeffrey Sonnenfeld and Elise Walton, What Makes Great Boards Great: The Character of Leadership & Governance 2001-2016, Global Dialogue 2016, aist.asn.au.; Bernie Tenenbaum, Who Do I want on my Board of Directors?, Forbes, January 26, 2017.

[48] Sacha Pfeiffer and Todd Wallack, Few hours, soaring pay for corporate board members, Boston Globe, December 2, 2015.

[49] Harvard Business Review, The ‘Business in Society’ Imperatives for CEOs, Global Advisors, December 20, 2016; Jorg Thierfelder, The Role of the General Counsel with the Board of Directors, Egon Zehnder.com, 2017.

[50] Jeff Spross, The agonizingly familiar problem with Wells Fargo’s board of directors, The Week, September 29, 2016.

[51] Henry I. Miller, Will United Airlines Mend its Ways? When Pigs Fly, Forbes, April 12, 2017.

[52] Tom Malone, The Future of Work, 2004; Dan Pontefract, Wells Fargo Proves Corporate Culture Can Also Be a Competitive Disadvantage, Forbes, September 15, 2016; Brent Gleeson, The Future of Leadership and Management in the 21^st Century Organization, Forbes, March 27, 2017.

[53] Jeff Spross, The agonizingly familiar problem with Wells Fargo’s board of directors, The Week, September 29, 2016; Gretchen Morgenson, By Taking the Money, Wells Fargo’s Board Seems to Recall Its Role, New York Times, September 27, 2016.

[54] Tim Wu, How United Turned the Friendly Skies into a Flying Hellscape, Wired, April 13, 2017; Drake Bennett, United’s Quest to be Less Awful: A bungled merger. A corruption scandal. Three CEOs in a year, Bloomberg, January 14, 2016; Michael Sasso and Justin Bachman, United’s Munoz Goes from Savior to Man on Hot Seat Real Fast, Bloomberg, April 12, 2017; Henry I. Miller, Will United Airlines Mend its Ways? When Pigs Fly, Forbes, April 12, 2017 (“Whenever I am complaining bitterly to somebody about air travel experiences, it’s remarkable how often the person will say, “Sounds like United.” Bingo!”); Chris Selley, Flying the unfriendly skies, National Post, April 13, 2017 (“Americans don’t think much of any of their legacy airlines — American, Delta and United — but United seems to be the consensus worst. Just because its previous astonishing acts of customer disservice didn’t draw blood, they didn’t constitute a crisis?”).

[55] Henry I. Miller, Will United Airlines Mend its Ways? When Pigs Fly, Forbes, April 12, 2017.

[56] Susan Carey, Behind United Airlines’ Fateful Decision to Call Police: Airline’s rules-based culture in spotlight after man was dragged off flight by law enforcement, Wall Street Journal, April 16, 2017.

[57] Clive Irving, Blame Big Airline Mergers for United’s Shocking Passenger Beatdown, The Daily Beast, April 17, 2017.

[58] Clive Irving, Blame Big Airline Mergers for United’s Shocking Passenger Beatdown, The Daily Beast, April 17, 2017; Martin Schmalz, Warren Buffett is Betting the Airline Oligopoly is Here to Stay, Harvard Business Review, November 17, 2016; Derek Thompson, The Deeper Scandal of that Brutal United Video, The Atlantic, April 10, 2017; Robert Wall, Airline Profits to Reach Record Heights Before 2017 Descent, Wall Street Journal, December 8, 2016; Derek Thompson, America’s Monopoly Problem: How Big Business Jammed the Wheels of Innovation, The Altantic, October 2016; Joe Pinsker, Why is Flying Still Expensive Even Though Fuel’s Gotten So Cheap?: This is what it looks like when a market isn’t very competitive, The Atlantic, March 7, 2016.

[59] Susan Carey, Behind United Airlines’ Fateful Decision to Call Police: Airline’s rules-based culture in spotlight after man was dragged off flight by law enforcement, Wall Street Journal, April 16, 2017.

[60] Clive Irving, Blame Big Airline Mergers for United’s Shocking Passenger Beatdown, The Daily Beast, April 17, 2017; Tim Wu, How United Turned the Friendly Skies into a Flying Hellscape, Wired, April 13, 2017.

[61] Bill Taylor, True Leaders Believe Dissent is an Obligation, Harvard Business Review, January 12, 2017.

[62] Ivana Kottasova, United loses $250 million of its market value, CNN.com, April 11, 2017; Drake Bennett, United’s Quest to be Less Awful: A bungled merger. A corruption scandal. Three CEOs in a year, Bloomberg, January 14, 2016.

[63] Drake Bennett, United’s Quest to be Less Awful: A bungled merger. A corruption scandal. Three CEOs in a year, Bloomberg, January 14, 2016; Susan Carey, Rachel Feintzeig, and Joann S. Lublin, United CEO Oscar Munoz Faces Challenges as he Returns After Heart Transplant: Other executives who have returned to job soon after illnesses have said there are limits to resuming business as usual, Wall Street Journal, March 13, 2016.

[64] Drake Bennett, United’s Quest to be Less Awful: A bungled merger. A corruption scandal. Three CEOs in a year, Bloomberg, January 14, 2016.

[65] Michael Sasso and Justin Bachman, United’s Munoz Goes from Savior to Man on Hot Seat Real Fast, Bloomberg, April 12, 2017.

[66] Mark Murphy, CEO Fiascos Typically Start With a Lack of Empathy, Forbes, April 21, 2017.

[67] Alana Petroff, United Airlines shows how to make a PR crisis a total disaster, CNN.com, April 11, 2017; Michael Sasso, Justin Bachman and Linly Lin, United CEO Apologizes Again After First Mea Culpa Falls Flat, Bloomberg.com, April 11, 2017; Mohamed El-Erian, Lessons From the United Airlines Debacle, Bloomberg View, April 13, 2017. See for example: Eric Sigurdson, Crisis Management and Corporate Wrongdoing: critical steps to crisis management in the 21^st Century, Sigurdson Post, September 11, 2016.

[68] Alana Petroff, United Airlines shows how to make a PR crisis a total disaster, CNN.com, April 11, 2017; Michael Sasso, Justin Bachman and Linly Lin, United CEO Apologizes Again After First Mea Culpa Falls Flat, Bloomberg.com, April 11, 2017; Mohamed El-Erian, Lessons From the United Airlines Debacle, Bloomberg View, April 13, 2017.

[69] Michael Sasso, Justin Bachman and Linly Lin, United CEO Apologizes Again After First Mea Culpa Falls Flat, Bloomberg.com, April 11, 2017.

[70] Susan Carey, Rachel Feintzeig, and Joann S. Lublin, United CEO Oscar Munoz Faces Challenges as he Returns After Heart Transplant: Other executives who have returned to job soon after illnesses have said there are limits to resuming business as usual, Wall Street Journal, March 13, 2016.

[71] Michael Sasso and Justin Bachman, United’s Munoz Goes from Savior to Man on Hot Seat Real Fast, Bloomberg, April 12, 2017.

[72] Michael Hltzik, At United Airlines and Wells Fargo, toxic corporate culture start with the CEO, Los Angeles Times, April 11, 2017.

[73] Susan Carey, Behind United Airlines’ Fateful Decision to Call Police: Airline’s rules-based culture in spotlight after man was dragged off flight by law enforcement, Wall Street Journal, April 16, 2017; Barry Meier, Oscar Munoz Won’t Get Planned Promotion to Chairman of United, New York Times, April 21, 2017; Alana Wise, United Airlines CEO will not chair board in 2018 following passenger removal, BNN, April 21, 2017; Danielie Muoio, United CEO Oscar Munoz will not become chairman next year as planned, Business Insider, April 21, 2017; George Hobica, United CEO Munoz’ load lightened to focus on customer satisfaction, Linkedin.com, April 21, 2017.

[74] Jeff Spross, The agonizingly familiar problem with Wells Fargo’s board of directors, The Week, September 29, 2016; Gretchen Morgenson, By Taking the Money, Wells Fargo’s Board Seems to Recall Its Role, New York Times, September 27, 2016; Jeffrey A. Sonnenfeld, What Makes Great Boards Great, Harvard Business Review, September 2002; Marco Ventoruzzo, Dissenting Directors, Harvard Law School Forum on Corporate Governance and Financial Regulation, corpgov.law.harvard.edu, November 4, 2016; Jeffrey Sonnenfeld and Elise Walton, What Makes Great Boards Great: The Character of Leadership & Governance 2001-2016, Global Dialogue 2016, aist.asn.au.; Bernie Tenenbaum, Who Do I want on my Board of Directors?, Forbes, January 26, 2017; Sacha Pfeiffer and Todd Wallack, Few hours, soaring pay for corporate board members, Boston Globe, December 2, 2015; Harvard Business Review, The ‘Business in Society’ Imperatives for CEOs, Global Advisors, December 20, 2016; Jorg Thierfelder, The Role of the General Counsel with the Board of Directors, Egon Zehnder.com, 2017.

[75] Michael Hltzik, At United Airlines and Wells Fargo, toxic corporate culture start with the CEO, Los Angeles Times, April 11, 2017. Also see, Eric Sigurdson, Corporate Culture, Leadership and Personal Liability – Ethics and Compliance Programs in the 21^st Century, Sigurdson Post, October 5, 2016.

[76] United Airlines, United Express Flight 3411 Review and Action Report, April 27, 2017; Statement from United Airlines CEO Oscar Munoz on United Express Flight 3411, United Press Release, newsroom.united.com, April 11, 2017; United Airlines Announces Changes to Improve Customer Experience, United Press Release, newsroom.united.com, April 27, 2017. Also see: Lori Aratani, United and man dragged from flight reach ‘amicable’ settlement, Washington Post, April 27, 2017; Susan Carey, United Says Litany of Failures Led to Flight Fiasco: Dragging of passenger David Dao from plane, CEO Oscar Munoz says was ‘a failure of epic proportions… We get it’, Wall Street Journal, April 27, 2017.

[77] Lori Aratani, United and man dragged from flight reach ‘amicable’ settlement, Washington Post, April 27, 2017.

[78] United Airlines, United Express Flight 3411 Review and Action Report, April 27, 2017; Lori Aratani, United and man dragged from flight reach ‘amicable’ settlement, Washington Post, April 27, 2017; Susan Carey, United Says Litany of Failures Led to Flight Fiasco: Dragging of passenger David Dao from plane, CEO Oscar Munoz says was ‘a failure of epic proportions… We get it’, Wall Street Journal, April 27, 2017; Lewis Lazare, United Airlines’ much-anticipated report on Flight 3411 is missing crucial details, Chicago Business Journal, April 27, 2017.

[79] Lori Aratani, United and man dragged from flight reach ‘amicable’ settlement, Washington Post, April 27, 2017; Susan Carey, United Says Litany of Failures Led to Flight Fiasco: Dragging of passenger David Dao from plane, CEO Oscar Munoz says was ‘a failure of epic proportions… We get it’, Wall Street Journal, April 27, 2017.

[80] Associated Press, United Airlines reaches settlement with passenger dragged from plane, CBC news, April 27, 2017; Andrew Harris and Michael Sasso, United Passenger Dragged Off Plane Settles with Airline, Bloomberg, April 27, 2017.

[81] Lori Aratani, United and man dragged from flight reach ‘amicable’ settlement, Washington Post, April 27, 2017.

[82] Lori Aratani, United and man dragged from flight reach ‘amicable’ settlement, Washington Post, April 27, 2017.

[83] David Shepardson, United Airlines chief executive will testify before Congress, BNN, April 28, 2017; Associated Press, United CEO to Testify in Front of Congressional Committee, NBC News, April 28, 2017;   . Also see, Reuters, United Airlines Will Testify at House Hearing After Man Was Dragged from Plane, Fortune, April 19, 2017 – United Airlines faces a Thursday May 4 deadline from the U.S. Senate Commerce Committee to answer detailed questions about the incident on United Flight 3411.

[84] Associated Press, United CEO to Testify in Front of Congressional Committee, NBC News, April 28, 2017.

[85] Mia Rabson, Marc Garneau: ‘Appalling’ United Airlines Incident Won’t be Tolerated in Canada, Huffington Post, April 13, 2017; Ross Marowits, Rules on Airlines Bumping Passengers Coming this Spring: Garneau, Huffington Post Canada, April 11, 2017; Mia Rabson, Marc Garneau: ‘Appalling’ United Airlines Incident Won’t be Tolerated in Canada, Huffington Post, April 13, 2017; Samantha Banerjee, Bill of Rights for airline passengers to be in place by 2018: Transport Manager, Globe and Mail, April 18, 2017.

[86] Klaus Schwab, Five Leadership priorities for 2017, World Economic Forum, January 2, 2017.

[87] Robert Reed, Flight or fight? United’s ouster of stubborn passenger a colossal mistake, Chicago Tribune, April 10, 2017. Also see, Henry I. Miller, Will United Airlines Mend its Ways? When Pigs Fly, Forbes, April 12, 2017 (“Whenever I am complaining bitterly to somebody about air travel experiences, it’s remarkable how often the person will say, “Sounds like United.” Bingo!”); David Lazarus, United passenger threatened with handcuffs to make room for ‘higher-priority’ traveler, Los Angeles Times, April 11, 2017; Chris Selley, Flying the unfriendly skies, National Post, April 13, 2017 (“Americans don’t think much of any of their legacy airlines — American, Delta and United — but United seems to be the consensus worst. Just because its previous astonishing acts of customer disservice didn’t draw blood, they didn’t constitute a crisis?”); Liam Stack, After Barring Girls for Leggings, United Airlines Defends Decision, New York Times, March 26, 2017 (“I don’t make the rules, I just enforce them”); Alex Lasker, Woman Claims United Airlines employee forced her to back of plane in tears without explanation, AOL, April 24, 2017;. For Canadian examples, see: Sophia Harris, ‘Appalling’: Woman bumped from Air Canada flight misses $10,000 Galapagos cruise: airline staff ‘could not have cared less’, CBC, April 21, 2017; Kiri Blakeley, Parents’ fury as their ten-year-old son is kicked off overbooked Air Canada flight without them, Dailey Mail.co.uk, April 20, 2017; Christopher Reynolds, Airline Cancels Flight and Abandons Minor: family outraged after 15-year-old flying solo was forced to sleep on the floor at Pearson, Toronto Star, July 28, 2016.

[88] David Lazarus, United passenger threatened with handcuffs to make room for ‘higher-priority’ traveler, Los Angeles Times, April 11, 2017.

[89] Charles Clark, Video shows American Airlines flight attendant challenging passenger to a fight after allegedly hitting woman with stroller, Business Insider, April 22, 2017; Mary Papenfuss, American Airlines Suspends Worker Violent Incident Caught on Video, Huffington Post, April 22, 2017:

“American Airlines said in its statement that officials had launched the investigation after seeing the video, which “does not reflect our values or how we care for our customers.” Officials offered no other details about what happened, but the airline apologized to the passenger and her family. American placed them on another flight in first class and the company was “taking special care of her and her family,” the statement said.”

[90] Liam Stack, After Barring Girls for Leggings, United Airlines Defends Decision, New York Times, March 26, 2017; Reuters, United Airlines Sparks Online Fury After Girls in Leggings were Barred from a Flight, Fortune, March 26, 2017; Luz Lazo, Two Girls barred from United Flight for wearing leggings, Washington Post, March 26, 2018.

[91] Ray Sanchez, United Apologizes after in-flight discrimination claim, CNN, June 3, 2015; Zach Stafford, Tahera Ahmad: ‘This isn’t about me and a soda can, it’s about systemic injustice, The Guardian, June 2, 2015; Carter Evans, Autistic girl removed from flight after emergency landing, CBS News, May 10, 2015; WGN Web Desk, Family fights back after teenage daughter with autism kicked off flight, WGNtv.com, May 11, 2015; Rachael Lee Harris, A Range of Reactions to Airline’s Removal of Autistic Child, New York Times, May 14, 2015.

[92] Drake Bennett, United’s Quest to be Less Awful: A bungled merger. A corruption scandal. Three CEOs in a year, Bloomberg, January 14, 2016.

[93] Center for Regulatory Strategy, Managing Conduct Risk: Addressing Drivers, Restoring Trust, Deloitte, 2017.

[94] Drake Bennett, United’s Quest to be Less Awful: A bungled merger. A corruption scandal. Three CEOs in a year, Bloomberg, January 14, 2016.

[95] George Hobica, United CEO Munoz’ load lightened to focus on customer satisfaction, Linkedin.com, April 21, 2017; Drake Bennett, United’s Quest to be Less Awful: A bungled merger. A corruption scandal. Three CEOs in a year, Bloomberg, January 14, 2016.

[96] United Airlines “mission” published on its website: “Every day, we help unite the world by connecting people to the moments that matter most. This shared purpose drives us to be the best airline for our employees, customers and everyone we serve.” [Sonia Thompson, How a Disconnected Corporate Culture Cost United Airlines $800 million Overnight, Inc.com, April 11, 2017].

[97] United Airlines “core values”, in support of its “mission”, state:

“We Fly Right: On the ground and in the air, we hold ourselves to the highest standards in safety and reliability. We earn trust by doing things the right way and delivering on our commitments every day.

We Fly Friendly: Warm and welcoming is who we are.

We Fly Together: As a united United, we respect every voice, communicate openly and honestly, make decisions with facts and empathy, and celebrate our journey together.

We Fly Above & Beyond: With an ambition to win, a commitment to excellence, and a passion for staying a step ahead, we are unmatched in our drive to be the best.”

[Sonia Thompson, How a Disconnected Corporate Culture Cost United Airlines $800 million Overnight, Inc.com, April 11, 2017].

[98] Robert Reed, Flight or fight? United’s ouster of stubborn passenger a colossal mistake, Chicago Tribune, April 10, 2017. Also see, Henry I. Miller, Will United Airlines Mend its Ways? When Pigs Fly, Forbes, April 12, 2017; David Lazarus, United passenger threatened with handcuffs to make room for ‘higher-priority’ traveler, Los Angeles Times, April 11, 2017; Kara Alaimo, United was doomed by its second screwup – it didn’t think the first was serious, National Post (Bloomberg View), April 12, 2017; Tim Wu, How United Turned the Friendly Skies into a Flying Hellscape, Wired, April 13, 2017.

[99] Don Babwin, United to compensate people on flight when man dragged off, Canadian Press, April 12, 2017.

[100] Tim Wu, How United Turned the Friendly Skies into a Flying Hellscape, Wired, April 13, 2017.

[101] United Airlines, Wikipedia.org.

[102] United Airlines, Wikipedia.org.

[103] United Airlines, Wikipedia.org.

[104] United Airlines, Wikipedia.org.

[105] Drake Bennett, United’s Quest to be Less Awful: A bungled merger. A corruption scandal. Three CEOs in a year, Bloomberg, January 14, 2016.

[106] United Airlines, Wikipedia.org.

[107] Clive Irving, Blame Big Airline Mergers for United’s Shocking Passenger Beatdown, The Daily Beast, April 17, 2017; Martin Schmalz, Warren Buffett is Betting the Airline Oligopoly is Here to Stay, Harvard Business Review, November 17, 2016; Derek Thompson, The Deeper Scandal of that Brutal United Video, The Atlantic, April 10, 2017; Robert Wall, Airline Profits to Reach Record Heights Before 2017 Descent, Wall Street Journal, December 8, 2016; Derek Thompson, America’s Monopoly Problem: How Big Business Jammed the Wheels of Innovation, The Altantic, October 2016; Joe Pinsker, Why is Flying Still Expensive Even Though Fuel’s Gotten So Cheap?: This is what it looks like when a market isn’t very competitive, The Atlantic, March 7, 2016.

[108] Susan Carey, Behind United Airlines’ Fateful Decision to Call Police: Airline’s rules-based culture in spotlight after man was dragged off flight by law enforcement, Wall Street Journal, April 16, 2017.

[109] Paul Riegler, United Plans Return to the “Friendly Skies”, Frequent Business Traveler.com, September 20, 2013.

[110] Marina Koren, Another Corruption Scandal in New Jersey: the CEO of United Airlines stepped down amid a federal investigation, Atlantic, September 8, 2015.

[111] Bart Jensen, United to Pay $2.25 million in Newark Scandal, USA Today, July 14, 2016; Ted Sherman, David Samson avoids jail in United Airlines bribery scandal, NJ.com, March 7, 2017.

[112] Center for Regulatory Strategy, Managing Conduct Risk: Addressing Drivers, Restoring Trust, Deloitte, 2017.

[113] Bart Jensen, United to Pay $2.25 million in Newark Scandal, USA Today, July 14, 2016; Drake Bennett, United’s Quest to be Less Awful: A bungled merger. A corruption scandal. Three CEOs in a year, Bloomberg, January 14, 2016.

[114] Hugo Martin, United Airlines pays $37 million to ex-CEO who quit amid a corruption investigation, Los Angeles Times, May 3, 2016.

[115] Center for Regulatory Strategy, Managing Conduct Risk: Addressing Drivers, Restoring Trust, Deloitte, 2017.

[116] Rachel Feintzeig, and Joann S. Lublin, United CEO Oscar Munoz Faces Challenges as he Returns After Heart Transplant: Other executives who have returned to job soon after illnesses have said there are limits to resuming business as usual, Wall Street Journal, March 13, 2016. Also see, Rachel Feintzeig, and Joann S. Lublin, United CEO Oscar Munoz Faces Challenges as he Returns After Heart Transplant: Other executives who have returned to job soon after illnesses have said there are limits to resuming business as usual, Wall Street Journal, March 13, 2016.

[117] Tim Wu, How United Turned the Friendly Skies into a Flying Hellscape, Wired, April 13, 2017; Drake Bennett, United’s Quest to be Less Awful: A bungled merger. A corruption scandal. Three CEOs in a year, Bloomberg, January 14, 2016; Michael Sasso and Justin Bachman, United’s Munoz Goes from Savior to Man on Hot Seat Real Fast, Bloomberg, April 12, 2017; Henry I. Miller, Will United Airlines Mend its Ways? When Pigs Fly, Forbes, April 12, 2017 (“Whenever I am complaining bitterly to somebody about air travel experiences, it’s remarkable how often the person will say, “Sounds like United.” Bingo!”); Chris Selley, Flying the unfriendly skies, National Post, April 13, 2017 (“Americans don’t think much of any of their legacy airlines — American, Delta and United — but United seems to be the consensus worst. Just because its previous astonishing acts of customer disservice didn’t draw blood, they didn’t constitute a crisis?”).

[118] Rachel Feintzeig, and Joann S. Lublin, United CEO Oscar Munoz Faces Challenges as he Returns After Heart Transplant: Other executives who have returned to job soon after illnesses have said there are limits to resuming business as usual, Wall Street Journal, March 13, 2016.

[119] Michael Sasso and Justin Bachman, United’s Munoz Goes from Savior to Man on Hot Seat Real Fast, Bloomberg, April 12, 2017; Drake Bennett, United’s Quest to be Less Awful: A bungled merger. A corruption scandal. Three CEOs in a year, Bloomberg, January 14, 2016.

[120] Michael Sasso and Justin Bachman, United’s Munoz Goes from Savior to Man on Hot Seat Real Fast, Bloomberg, April 12, 2017.

[121] Anders Melin, United Ties $500,000 CEO Bonus to Customer Satisfaction Results, Bloomberg, April 13, 2017.

[122] Drake Bennett, United’s Quest to be Less Awful: A bungled merger. A corruption scandal. Three CEOs in a year, Bloomberg, January 14, 2016.

[123] Drake Bennett, United’s Quest to be Less Awful: A bungled merger. A corruption scandal. Three CEOs in a year, Bloomberg, January 14, 2016.

[124] Michael Sasso and Justin Bachman, United’s Munoz Goes from Savior to Man on Hot Seat Real Fast, Bloomberg, April 12, 2017.

[125] Center for Regulatory Strategy, Managing Conduct Risk: Addressing Drivers, Restoring Trust, Deloitte, 2017.

[126] Sonia Thompson, How a Disconnected Corporate Culture Cost United Airlines $800 million Overnight, Inc.com, April 11, 2017.

[127] Center for Regulatory Strategy, Managing Conduct Risk: Addressing Drivers, Restoring Trust, Deloitte, 2017.

[128] Eric Sigurdson, Leadership Qualities: from Wells Fargo to Donald Trump – character, integrity, and ethics are necessities, not luxuries, Sigurdson Post, October 17, 2016.

[129] Deloitte, Corporate Culture: The second ingredient in a world-class ethics and compliance program, 2015 [http://www2.deloitte.com/content/dam/Deloitte/us/Documents/risk/us-aers-corporate-culture-112514.pdf]

[130] Wayne Brody and Mark Rowe, Corporate Culture and Compliance in the 21^st Century, New York Law Journal: Compliance, October 27, 2014 [http://nylawyer.nylj.com/adgifs/specials/2014_1027_ssCompliance.pdf]; Also see, David Greenberg, Ethics and Compliance in the 21^st Century, Abbc.org (LRN corp), September 2015; Michael Rasmussen, Compliance Risk Management in the 21^st Century, Corporate Integrity, September 2011.

[131] Matthew DeBord, I’ve been flying for 40 years – and it’s always been a terrible experience, Business Insider, April 17, 2017.

[132] Matt Levine, Overbooking and Cross-Selling, Bloomberg, April 11, 2017;

[133] Martin Lindstrom, How three passengers will change the destiny of 86,000 employees, Linkedin.com, April 11, 2017; Erik Sherman, United Finds an Obvious Solution a Week after a PR Disaster: if it takes a disaster to adopt a sensible policy, there’s something wrong in the corner office, Inc., April 17, 2017.

[134] Derek Thompson, United’s Fiasco and the Cult of Low Prices: Airlines’ emphasis on thrift above all else is permitted by regulators, supported by Wall Street, The Atlantic. Also see, Mark Murphy, Wall Street Just Exposed Why Employee Engagement is Such a Joke in some Companies, Forbes, April 30, 2017.

[135] Derek Thompson, United’s Fiasco and the Cult of Low Prices: Airlines’ emphasis on thrift above all else is permitted by regulators, supported by Wall Street, The Atlantic.

[136] Farhad Manjoo, How Technology has Failed to Improve your Airline Experience, New York Times, April 12, 2017.

[137] Farhad Manjoo, How Technology has Failed to Improve your Airline Experience, New York Times, April 12, 2017.

[138] Susan Carey, Behind United Airlines’ Fateful Decision to Call Police: Airline’s rules-based culture in spotlight after man was dragged off flight by law enforcement, Wall Street Journal, April 16, 2017.

[139] Brian Roemmele, Here’s what Jeff Bezo’s ‘Day 1’ philosophy is all about, Business Insider, April 23, 2017.

[140] Anita Balakrishnan, Bezos shareholder letter: Don’t let the world push you into becoming a ‘Day 2’ company, CNBC.com, April 12, 2017; Brian Roemmele, Here’s what Jeff Bezo’s ‘Day 1’ philosophy is all about, Business Insider, April 23, 2017.

[141] Susan Carey, Behind United Airlines’ Fateful Decision to Call Police: Airline’s rules-based culture in spotlight after man was dragged off flight by law enforcement, Wall Street Journal, April 16, 2017.

[142] In “operationally excellent” companies the focus on low costs is driven by a desire to keep prices low.  The perception among management is that customers care only about price, so there is no reason to track anything other than costs. If they keep costs (and prices) low customers will be happy, regardless of anything else in the customer’s experience” – Adam Hartung, Why United Airlines Abuses Customers: The Risks of Operational Excellence, Forbes, April 10, 2017.

[143] Martin Schmalz, Warren Buffett is Betting the Airline Oligopoly is Here to Stay, Harvard Business Review, November 17, 2016.

[144] Martin Schmalz, Warren Buffett is Betting the Airline Oligopoly is Here to Stay, Harvard Business Review, November 17, 2016 (small set of large institutional investors with significant stakes in each of the top four “competing” airlines; and the top six shareholders of each airline in the U.S. hold up to 40% of the vote share); Is the airline industry in an oligopoly state?, Investopedia, January 12, 2015:

“The United States airline industry is an oligopoly. An oligopoly exists when a market is controlled by a small group of firms, often because the barrier to entry is significant enough to discourage potential competitors from entering it.”

[145] Martin Schmalz, Warren Buffett is Betting the Airline Oligopoly is Here to Stay, Harvard Business Review, November 17, 2016:

“Market share is zero-sum: An increase in market share of one firm must come at the expense of a competitor. It would therefore be absurd to expect that a common owner of multiple firms in the industry similarly encourages each one of them to steal market share from the other firms in the investor’s portfolio. So even if Warren Buffett promises to remain a quiet (“passive”) investor, basic economic theory and existing empirical results indicate that his involvement in the industry is likely to help lessen competition between airlines and further improve their profitability.

Given the huge extent of common ownership in the U.S. airline industry, it is not surprising that the price wars of the 1990s have ended and that profits are on the rise. The result is an industry that has become “investable.” In contrast to his reputation, Buffett didn’t “pick stocks” in this case so much as pick an industry.

The next 13F filings will show whether the stakes he has accumulated are large enough to help further consolidate the industry without triggering involvement by antitrust authorities. The market reaction supports that interpretation: The airlines’ stock prices took off when the news broke about Buffett’s common ownership investment. Rather than competing to deliver better service at lower prices, all four airlines are soaring together.”

[146] Kaveh Waddell, Why Airlines Can Get Away with Bad Customer Service, The Atlantic, April 15, 2017; Christopher Ingraham, Want to boycott United? Good luck with that, Washington Post, April 11, 2017.

[147] Kaveh Waddell, Why Airlines Can Get Away with Bad Customer Service, The Atlantic, April 15, 2017.

[148] Adam Hartung, Why United Airlines Abuses Customers: The Risks of Operational Excellence, Forbes, April 10, 2017.

[149] David R. Beatty, Are You Getting all you can from your Board of Directors, LinkedIn.com, January 17, 2017.

[150] Adam Hartung, Why United Airlines Abuses Customers: The Risks of Operational Excellence, Forbes, April 10, 2017.

[151] Abraham Maslow, The Psychology of Science, 1966.

[152] Andrew Winston, Pepsi, United, and the Speed of Corporate Shame, Harvard Business Review, April 12, 2017.

[153] Mohamed El-Erian, Lessons From the United Airlines Debacle, Bloomberg View, April 13, 2017.

[154] Deadheading is airline industry jargon to describe crew members who are traveling as passengers for work purposes. Deadheading crew members are typically being repositioned to work another flight. The airline industry doesn’t use the word publicly, and, unlike overbooking, it doesn’t appear anywhere on airline websites or in the passenger’s contract of carriage.

[155] Robert Reed, Flight or fight? United’s ouster of stubborn passenger a colossal mistake, Chicago Tribune, April 10, 2017; Derek Thompson, The Deeper Scandal of that Brutal United Video, The Atlantic, April 10, 2017; Alana Wise, United Airlines under fire after passenger dragged off overbooked flight, Globe & Mail, April 10, 2017.

[156] Robert Reed, Flight or fight? United’s ouster of stubborn passenger a colossal mistake, Chicago Tribune, April 10, 2017; Jesse Ferreras, ‘I have to go home’: video show United Airlines passenger bloodied after removal, GlobalNews.ca, April 11, 2017 – “Staff then approached a man who, according to passengers, said he was a doctor and had to go home to his patients”; Ryan Craggs, United Airlines Passenger Violently Removed from Overbooked Flight, CNTraveler.com, April 10, 2017; Alana Wise, United Airlines under fire after passenger dragged off overbooked flight, Globe & Mail, April 10, 2017; Danielle Muoio, The 69-year-old passenger who was dragged from United flight has been identified, Business Insider, April 11, 2017.

[157] Sonia Thompson, How a Disconnected Corporate Culture Cost United Airlines $800 Million Overnight: If you don’t productively shape your corporate culture, it can morph into something that does your business more harm than good, Inc., April 11, 2017; Robert Reed, Flight or fight? United’s ouster of stubborn passenger a colossal mistake, Chicago Tribune, April 10, 2017.

[158] Adam Hartung, Why United Airlines Abuses Customers: The Risks of Operational Excellence, Forbes, April 10, 2017.

[159] Robert Reed, Flight or fight? United’s ouster of stubborn passenger a colossal mistake, Chicago Tribune, April 10, 2017; Victor Reklaitis, United’s stock is falling 3% and wiping $675 million off the airline’s market cap, MarketWatch.com, April 11, 2017; Derek Thompson, The Deeper Scandal of that Brutal United Video, The Atlantic, April 10, 2017; Ryan Craggs, United Airlines Passenger Violently Removed from Overbooked Flight, CNTraveler.com, April 10, 2017. — Jesse Ferreras, ‘I have to go home’: video show United Airlines passenger bloodied after removal, GlobalNews.ca, April 11, 2017; Ryan Craggs, United Airlines Passenger Violently Removed from Overbooked Flight, CNTraveler.com, April 10, 2017; Alana Wise, United Airlines under fire after passenger dragged off overbooked flight, Globe & Mail, April 10, 2017; Danielle Muoio, The 69-year-old passenger who was dragged from United flight has been identified, Business Insider, April 11, 2017.

[160] Jesse Ferreras, ‘I have to go home’: video show United Airlines passenger bloodied after removal, GlobalNews.ca, April 11, 2017 – “Staff then approached a man who, according to passengers, said he was a doctor and had to go home to his patients”; Ryan Craggs, United Airlines Passenger Violently Removed from Overbooked Flight, CNTraveler.com, April 10, 2017; Alana Wise, United Airlines under fire after passenger dragged off overbooked flight, Globe & Mail, April 10, 2017; Danielle Muoio, The 69-year-old passenger who was dragged from United flight has been identified, Business Insider, April 11, 2017.

[161] Kaveh Waddell, Why Airlines Can Get Away with Bad Customer Service, The Atlantic, April 15, 2017.

[162] Kaveh Waddell, Why Airlines Can Get Away with Bad Customer Service, The Atlantic, April 15, 2017.

[163] Ally Marotti and Lauren Zumbach, United Airlines’ brand takes a beating after bumped passenger dragged off plane, Chicago Tribune, April 11, 2017; Robert Reed, Flight or fight? United’s ouster of stubborn passenger a colossal mistake, Chicago Tribune, April 10, 2017; Alana Wise, United Airlines under fire after passenger dragged off overbooked flight, Globe & Mail, April 10, 2017; Matthew Brown, United Passenger’s Violent Removal Sparks Outrage in China, Huffington Post, April 11, 2017; Jeffrey Towson, United Airlines Just Got Dragged Down the Aisle by Chinese Consumers, LinkedIn.com, April 12, 2017; Michael Sasso, Justin Bachman and Linly Lin, United CEO Apologizes Again After First Mea Culpa Falls Flat, Bloomberg.com, April 11, 2017.

[164] Adam Hartung, Why United Airlines Abuses Customers: The Risks of Operational Excellence, Forbes, April 10, 2017.

[165] Ally Marotti and Lauren Zumbach, United Airlines’ brand takes a beating after bumped passenger dragged off plane, Chicago Tribune, April 11, 2017.

[166] Alana Wise, United Airlines under fire after passenger dragged off overbooked flight, Globe & Mail, April 10, 2017; Justin Bachman, United shares tumble as passenger-dragging social-media storm spreads worldwide, Bloomberg News, April 11, 2017.

[167] Avi Selk and Lori Aratani, United Airlines CEO apologizes for ‘horrific event’, promises review of policies after passenger violently deplaned, Washington Post, April 11, 2017.

[168] Benjamin Zhang, Chicago’s airport security chief has been fired following the United passenger debacle, Business Insider, April 28, 2017.

[169] Benjamin Zhang, Chicago’s airport security chief has been fired following the United passenger debacle, Business Insider, April 28, 2017.

[170] Alana Wise, United Airlines under fire after passenger dragged off overbooked flight, Globe & Mail, April 10, 2017; Justin Bachman, United shares tumble as passenger-dragging social-media storm spreads worldwide, Bloomberg News, April 11, 2017.

[171] Susan Carey, Behind United Airlines’ Fateful Decision to Call Police: Airline’s rules-based culture in spotlight after man was dragged off flight by law enforcement, Wall Street Journal, April 16, 2017.

[172] Robert Reed, Flight or fight? United’s ouster of stubborn passenger a colossal mistake, Chicago Tribune, April 10, 2017.

[173] Jesse Ferreras, ‘I have to go home’: video show United Airlines passenger bloodied after removal, GlobalNews.ca, April 11, 2017. Also see, Ally Marotti and Lauren Zumbach, United Airlines’ brand takes a beating after bumped passenger dragged off plane, Chicago Tribune, April 11, 2017; Robert Reed, Flight or fight? United’s ouster of stubborn passenger a colossal mistake, Chicago Tribune, April 10, 2017; Alana Wise, United Airlines under fire after passenger dragged off overbooked flight, Globe & Mail, April 10, 2017; Ryan Holmes, An emergency cure for ‘tone deaf’ brands (United, that means you), Linkedin, April 18, 2017; Helena Horton, United Airlines CEO sends letter praising staff after doctor was forcibly removed from an overbooked plane, The Telegraph, April 11, 2017; Julie Creswell and Sapna Maheshwari, United Grapples with PR Crisis over Videos of Man Being Dragged Off Plane, New York Times, April 11, 2017.

[174] Associated Press, United CEO Oscar Munoz defends employees in letter, Chicago Tribune, April 10, 2017.

[175] Ryan Holmes, An emergency cure for ‘tone deaf’ brands (United, that means you), Linkedin, April 18, 2017.

[176] Ally Marotti and Lauren Zumbach, United Airlines’ brand takes a beating after bumped passenger dragged off plane, Chicago Tribune, April 11, 2017; Robert Reed, Flight or fight? United’s ouster of stubborn passenger a colossal mistake, Chicago Tribune, April 10, 2017; Derek Hawkins, ‘Corporate BS speak’: United Airlines ridiculed for saying man dragged down aisle was re-accommodated’, Washington Post, April 11, 2017; Avi Selk and Lori Aratani, United Airlines CEO apologizes for ‘horrific event’, promises review of policies after passenger violently deplaned, Washington Post, April 11, 2017.

[177] Mark Murphy, CEO Fiascos Typically Start With a Lack of Empathy, Forbes, April 21, 2017.

[178] Lauren Thomas, United CEO says airline had to ‘re-accommodate’ passenger, and the reaction was wild, CNBC.com, April 10, 2017; Derek Hawkins, ‘Corporate BS speak’: United Airlines ridiculed for saying man dragged down aisle was re-accommodated’, Washington Post, April 11, 2017; ‘Re-accommodate’ is United’s euphemism for forcibly dragging passenger off an airplane, MarketWatch.com, April 10, 2017 – “United CEO response to United Express Flight 3411:

“This is an upsetting event to all of us here at United. I apologize for having to re-accomdate these customers”. – Oscar Munoz, CEO

[179] Derek Thompson, The Deeper Scandal of that Brutal United Video, The Atlantic, April 10, 2017.

[180] Michael Hltzik, At United Airlines and Wells Fargo, toxic corporate culture starts with the CEO, Los Angeles Times, April 11, 2017.

[181] Mark Murphy, CEO Fiascos Typically Start With a Lack of Empathy, Forbes, April 21, 2017.

[182] United Airlines’s CEO Oscar Munoz: “My deepest apologies for what happened. Like you, I continue to be disturbed by what happened on this flight and I deeply apologize to the customer forcibly removed and to all the customers aboard. No one should ever be mistreated this way.” — Jeffrey Towson, United Airlines Just Got Dragged Down the Aisle by Chinese Consumers, LinkedIn.com, April 12, 2017.

[183] Avi Selk and Lori Aratani, United Airlines CEO apologizes for ‘horrific event’, promises review of policies after passenger violently deplaned, Washington Post, April 11, 2017; Julie Creswell and Sapna Maheshwari, United Grapples with PR Crisis over Videos of Man Being Dragged Off Plane, New York Times, April 11, 2017.

[184] Jeffrey Towson, United Airlines Just Got Dragged Down the Aisle by Chinese Consumers, LinkedIn.com, April 12, 2017.

[185] Bob Bryan, United Airlines CEO: ‘This will never happen on a United Airlines flight again’, Business Insider, April 12, 2017; Holly Yan, United CEO felt ‘ashamed’ by video as Christie asks to suspend overbooking, CNN.com, April 12, 2017; Justin Bachman, United shares tumble as passenger-dragging social-media storm spreads worldwide, Bloomberg News, April 11, 2017; Michael Sasso, Justin Bachman and Linly Lin, United CEO Apologizes Again After First Mea Culpa Falls Flat, Bloomberg.com, April 11, 2017; Jeffrey Towson, United Airlines Just Got Dragged Down the Aisle by Chinese Consumers, LinkedIn.com, April 12, 2017; Don Babwin, United to compensate people on flight when man dragged off, Canadian Press, April 12, 2017.

[186] Chris Isidore, United CEO Oscar Munoz: No one has been fired over passenger incident, CNN, April 18, 2017; David Koenig, United CEO says no one will be fired for dragging incident, Toronto Star, April 18, 2017; Michael Hltzik, At United Airlines and Wells Fargo, toxic corporate culture start with the CEO, Los Angeles Times, April 11, 2017.

[187] Susan Carey, Behind United Airlines’ Fateful Decision to Call Police: Airline’s rules-based culture in spotlight after man was dragged off flight by law enforcement, Wall Street Journal, April 16, 2017.

[188] Benjamin Zhang, Chicago’s airport security chief has been fired following the United passenger debacle, Business Insider, April 28, 2017.

[189] Susan Carey, Behind United Airlines’ Fateful Decision to Call Police: Airline’s rules-based culture in spotlight after man was dragged off flight by law enforcement, Wall Street Journal, April 16, 2017; Erik Sherman, United Finds an Obvious Solution a Week after a PR Disaster: if it takes a disaster to adopt a sensible policy, there’s something wrong in the corner office, Inc., April 17, 2017; Associated Press, United Airlines Will No Longer Bump Passengers Already on Board, Huffington Post, April 17, 2017:

“United Airlines is changing a company policy and will no longer allow crew members to displace customers already onboard an airplane.

The change comes after a passenger, Dr. David Dao, was dragged from a fully-booked United Express flight in Chicago because he refused to give up his seat to make room for crew members. Cellphone video of the incident sparked widespread outrage and created a public-relations nightmare for United.

Under the change outlined in an internal April 14 email, a crew member must make must-ride bookings at least 60 minutes prior to departure. Crews could previously be booked until the time of departure.

United spokeswoman Maggie Schmerin said in an email Sunday that the change is an initial step in a review of policies and it’s meant to ensure that situations like Dao’s never happen again.”

[190] Susan Carey, Behind United Airlines’ Fateful Decision to Call Police: Airline’s rules-based culture in spotlight after man was dragged off flight by law enforcement, Wall Street Journal, April 16, 2017.

[191] Barry Meier, Oscar Munoz Won’t Get Planned Promotion to Chairman of United, New York Times, April 21, 2017; Alana Wise, United Airlines CEO will not chair board in 2018 following passenger removal, BNN, April 21, 2017; Danielie Muoio, United CEO Oscar Munoz will not become chairman next year as planned, Business Insider, April 21, 2017; George Hobica, United CEO Munoz’ load lightened to focus on customer satisfaction, Linkedin.com, April 21, 2017.

[192] Alana Wise, United Airlines CEO will not chair board in 2018 following passenger removal, BNN, April 21, 2017; Barry Meier, Oscar Munoz Won’t Get Planned Promotion to Chairman of United, New York Times, April 21, 2017.

[193] George Hobica, United CEO Munoz’ load lightened to focus on customer satisfaction, Linkedin.com, April 21, 2017.

[194] Barry Meier, Oscar Munoz Won’t Get Planned Promotion to Chairman of United, New York Times, April 21, 2017. Also see, Alanna Petroff, United Airlines shows how to make a PR crisis a total disaster, CNN, April 11, 2017.

[195] Lori Aratani, United and man dragged from flight reach ‘amicable’ settlement, Washington Post, April 27, 2017.

[196] United Airlines, United Express Flight 3411 Review and Action Report, April 27, 2017; Lori Aratani, United and man dragged from flight reach ‘amicable’ settlement, Washington Post, April 27, 2017; Susan Carey, United Says Litany of Failures Led to Flight Fiasco: Dragging of passenger David Dao from plane, CEO Oscar Munoz says was ‘a failure of epic proportions… We get it’, Wall Street Journal, April 27, 2017; Lewis Lazare, United Airlines’ much-anticipated report on Flight 3411 is missing crucial details, Chicago Business Journal, April 27, 2017.

[197] United Airlines, United Express Flight 3411 Review and Action Report, April 27, 2017; Lewis Lazare, United Airlines reveals 10 key operational changes after man dragged off plane, Chicago Business Journal, April 27, 2017; Lori Aratani, United and man dragged from flight reach ‘amicable’ settlement, Washington Post, April 27, 2017; Susan Carey, United Says Litany of Failures Led to Flight Fiasco: Dragging of passenger David Dao from plane, CEO Oscar Munoz says was ‘a failure of epic proportions… We get it’, Wall Street Journal, April 27, 2017.

[198] Lori Aratani, United and man dragged from flight reach ‘amicable’ settlement, Washington Post, April 27, 2017; Susan Carey, United Says Litany of Failures Led to Flight Fiasco: Dragging of passenger David Dao from plane, CEO Oscar Munoz says was ‘a failure of epic proportions… We get it’, Wall Street Journal, April 27, 2017.

[199] Associated Press, United Airlines reaches settlement with passenger dragged from plane, CBC news, April 27, 2017; Andrew Harris and Michael Sasso, United Passenger Dragged Off Plane Settles with Airline, Bloomberg, April 27, 2017.

[200] Lori Aratani, United and man dragged from flight reach ‘amicable’ settlement, Washington Post, April 27, 2017.

[201] Chris Sagers, United Airlines’ bad week won’t matter – and we have ourselves to blame, Washington Post, April 14, 2017; Barry Meier, Oscar Munoz Won’t Get Planned Promotion to Chairman of United, New York Times, April 21, 2017.

[202] Barry C. Lynn, America’s Monopolies are holding back the economy, The Atlantic, February 22, 2017. Also see,  Lee Drutman, Bring Back Corruption: our political system has grown increasingly corrupt precisely because conservative jurists have so narrowed the word’s meaning, Democracy Journal, Winter 2015, No. 35; Zephr Teachout, Corruption in America: From Benjamin Franklin’s Snuff Box to Citizens United, Harvard University Press, 2014.

[203] Eric Sigurdson, Public Policy & Access to Justice – Stacking the Deck for Corporations: Consumers and Mandatory Arbitration Clauses, Sigurdson Post, August 1, 2016; Derek Thompson, The Deeper Scandal of that Brutal United Video, The Atlantic, April 10, 2017; David Lazarus, Supreme Court’s arbitration ruling is another blow to consumer rights, Los Angeles Times, December 18, 2015; Dave Davies, Host, Have We Lost A Constitutional Right in the Fine Print?, Fresh Air, NPr.ogr, November 12, 2015 (interview with New York Times reporter Jessica Silver-Greenberg).

[204] Derek Thompson, The Deeper Scandal of that Brutal United Video, The Atlantic, April 10, 2017; David Lazarus, Supreme Court’s arbitration ruling is another blow to consumer rights, Los Angeles Times, December 18, 2015; Dave Davies, Host, Have We Lost A Constitutional Right in the Fine Print?, Fresh Air, NPr.ogr, November 12, 2015 (interview with New York Times reporter Jessica Silver-Greenberg); Eric Sigurdson, Public Policy & Access to Justice – Stacking the Deck for Corporations: Consumers and Mandatory Arbitration Clauses, Sigurdson Post, August 1, 2016.

[205] Is the airline industry in an oligopoly state?, Investopedia, January 12, 2015.

[206] Eric Sigurdson, Public Policy & Access to Justice – Stacking the Deck for Corporations: Consumers and Mandatory Arbitration Clauses, Sigurdson Post, August 1, 2016.

[207] David Koenig, Ban Overbooking on Flights? Airlines Say No, Thanks, Huffington Post, April 13, 2017.

[208] Lori Aratani, United and man dragged from flight reach ‘amicable’ settlement, Washington Post, April 27, 2017.

[209] David Shepardson, United Airlines chief executive will testify before Congress, BNN, April 28, 2017; Associated Press, United CEO to Testify in Front of Congressional Committee, NBC News, April 28, 2017;   . Also see, Reuters, United Airlines Will Testify at House Hearing After Man Was Dragged from Plane, Fortune, April 19, 2017 – United Airlines faces a Thursday May 4 deadline from the U.S. Senate Commerce Committee to answer detailed questions about the incident on United Flight 3411.

[210] Associated Press, United CEO to Testify in Front of Congressional Committee, NBC News, April 28, 2017.

[211] Harris Poll, Oil, Pharmaceutical, Health Insurance, Banking, Tobacco and Utilities Top the List of Industries That People Would Like to See More Regulated, prnewswire.com, Dec. 15, 2011; Harris Poll, Oil, Pharmaceutical, Health Insurance, Tobacco, Banking, and Utilities Top the List of Industries That People Would Like to See More Regulated, prnewswire.com, Dec. 15, 2012.

[212] 2017 Edelman Trust Barometer, Global Annual Study, Edelman.com.

[213] Associated Press, Southwest Airlines to end practice of overbooking flights, CBC, April 27, 2017.

[214] Justin Bachman, United shares tumble as passenger-dragging social-media storm spreads worldwide, Bloomberg News, April 11, 2017.

[215] David Koenig, Ban Overbooking on Flights? Airlines Say No, Thanks, Huffington Post, April 13, 2017.

[216] Michael Sasso, Justin Bachman and Linly Lin, United CEO Apologizes Again After First Mea Culpa Falls Flat, Bloomberg.com, April 11, 2017; Holly Yan, United CEO felt ‘ashamed’ by video as Christie asks to suspend overbooking, CNN.com, April 12, 2017.

[217] Julia Hollingsworth and Sarah Zheng, Chinese are not buying United CEO’s apology over plane dragging incident, Business Insider, April 12, 2017.

[218] Maxwell Tani, Bernie Sanders weighs in on United scandal, blasts ‘dysfunctional’ airline practices, Business Insider, April 16, 2017.

[219] Julie Creswell and Sapna Maheshwari, United Grapples with PR Crisis over Videos of Man Being Dragged Off Plane, New York Times, April 11, 2017.

[220] David Koenig, Ban Overbooking on Flights? Airlines Say No, Thanks, Huffington Post, April 13, 2017; Julie Creswell and Sapna Maheshwari, United Grapples with PR Crisis over Videos of Man Being Dragged Off Plane, New York Times, April 11, 2017.

[221] Associated Press, Southwest Airlines to end practice of overbooking flights, CBC, April 27, 2017; Danielle Muoio, Southwest Airlines CEO just said the company will no longer overbook flights, Business Insider, April 27, 2017.

[222] Mia Rabson, Marc Garneau: ‘Appalling’ United Airlines Incident Won’t be Tolerated in Canada, Huffington Post, April 13, 2017.

[223] Ross Marowits, Rules on Airlines Bumping Passengers Coming this Spring: Garneau, Huffington Post Canada, April 11, 2017; Mia Rabson, Marc Garneau: ‘Appalling’ United Airlines Incident Won’t be Tolerated in Canada, Huffington Post, April 13, 2017; Samantha Banerjee, Bill of Rights for airline passengers to be in place by 2018: Transport Manager, Globe and Mail, April 18, 2017.

[224] Center for Regulatory Strategy, Managing Conduct Risk: Addressing Drivers, Restoring Trust, Deloitte, 2017.

[225] Dr. John Stahl-Wert, Raise Vision High and Run with Great Purpose, johnstahlwert.com, December 9, 2015. Also see, Ken Jennings and John Stahl-Wert, The Serving Leader: Five Powerful Actions that will Transform your Team, your Business, and your Community, October 2004.

[226] James Sudakow, If You Don’t Build your Culture, One Will Form on its Own (and you might not like what you get), Inc, February 23, 2017.

[227] Stephen Sedgwick, Retail Banking Remuneration Review Report (Australia), Australian Bankers’ Association, April 19, 2017.

[228] Ten Qualities of Outstanding Leaders, Dale Carnegie.com; Shearin Group Ten Qualities of Outstanding Leaders, May 21, 2014.

[229] Jena McGregor, Michelle Obama’s epic New Hampshire speech was a master class in speaking from the gut, Washington Post, October 14, 2016.

[230] Chris Newton, The Importance of Leading by Example, Smallbusiness.chron.com.

[231] Daniel Dale, Donald Trump responds with fury to sexual assault allegations, Toronto Star, October 13, 2016; Full transcript of Michelle Obama’s powerful New Hampshire speech, The Guardian, October 14, 2016.

[232] Carl Golden, Top 10 Ways to Lead by Example, soulcraft.co; Chris Newton, The Importance of Leading by Example, Smallbusiness.chron.com.

[233] Dr. John Stahl-Wert, Raise Vision High and Run with Great Purpose, johnstahlwert.com, December 9, 2015. Also see, Ken Jennings and John Stahl-Wert, The Serving Leader: Five Powerful Actions that will Transform your Team, your Business, and your Community, October 2004.

[234] Susan Carey, Behind United Airlines’ Fateful Decision to Call Police: Airline’s rules-based culture in spotlight after man was dragged off flight by law enforcement, Wall Street Journal, April 16, 2017.

[235] Roger L. Martin, The Execution Trap, Harvard Business Review, July-August 2010.

[236] Martin Lindstrom, How three passengers will change the destiny of 86,000 employees, Linkedin.com, April 11, 2017.

[237] Deloitte, Corporate Culture: The second ingredient in a world-class ethics and compliance program, 2015 [http://www2.deloitte.com/content/dam/Deloitte/us/Documents/risk/us-aers-corporate-culture-112514.pdf]

[238] Wayne Brody and Mark Rowe, Corporate Culture and Compliance in the 21^st Century, New York Law Journal: Compliance, October 27, 2014 [http://nylawyer.nylj.com/adgifs/specials/2014_1027_ssCompliance.pdf]; Also see, Dan Pontefract, Wells Fargo Proves Corporate Culture Can Also Be a Competitive Disadvantage, Forbes, September 15, 2016; David Greenberg, Ethics and Compliance in the 21^st Century, Abbc.org (LRN corp), September 2015; Michael Rasmussen, Compliance Risk Management in the 21^st Century, Corporate Integrity, September 2011:

Europe has been known for a principles-based (or outcomes-based) approach to compliance — which originates from the United Kingdom’s Financial Services Authority. They have turned their focus away from specific requirements toward understanding and interpreting compliance in light of the risk the organization faces, requiring a risk-based approach to compliance.

Australia, through the ASNZ 3806 standard, takes a principles-based approach to compliance. The 12 principles provide guidance to organizations designing, developing, implementing and maintaining an effective compliance program, encompassing: 1. Commitment 2. Implementation 3. Monitoring and measuring 4. Continual improvement.

[239] L. David Marquet, Turn the Ship Around! A True Story of Turning Followers into Leaders, 2013;

[240] John Blakey, Turn the Ship Around – David Marquet: From Commander to Coach, Challenging Coaching.co.uk, June 18, 2015; L. David Marquet, Turn the Ship Around! A True Story of Turning Followers into Leaders, 2013.

Also see, John Clifton, Are You Sure You Have a Great Workplace Culture?, Linkedin.com, April 27, 2017.

[241] Brent Gleeson, The Future of Leadership and Management in the 21^st Century Organization, Forbes, March 27, 2017.

[242] Tom Malone, The Future of Work, 2004; Dan Pontefract, Wells Fargo Proves Corporate Culture Can Also Be a Competitive Disadvantage, Forbes, September 15, 2016.

[243] Michael Rasmussen, Compliance Risk Management in the 21^st Century, Corporate Integrity, September 2011.

[244] Jack Welch and Suzy Welch, Goldman Sachs and a culture-killing lesson being ignored, Fortune, April 12, 2012; Pearl Zhu, Strategy Design vs. Strategy Execution: Which one is More Important, Future of CIO.blogspot; Paul Leinwand, Cesare Mainardi and Art Kleiner, Only 8% of Leaders are Good at Both Strategy and Execution, December 30, 2015; Ken Favaro, Defining Strategy, Implementation, and Execution, Harvard Business Review, March 31, 2015; Roger L. Martin, Strategy and Execution Are the Same Thing, Harvard Business Review, January 12, 2016; Roger L. Martin, The Execution Trap, Harvard Business Review, July-August 2010.

[245] Thomas Lifson, Fasten your seatbelts: deeper airline oligopoly ahead, American Thinker, April 3, 2016.

[246] John Simons, CEOs Should Focus on Long Term, Study Says: Authors contend that switching from short-term gains to a long view improves profits and sales, Wall Street Journal, December 27, 2016; Bill Snyder, Pepsi CEO: Break with the Past, and Don’t play too Nice, Stanford Business.edu, May 31, 2016; Alana Semuels, How to Stop Short-Term Thinking at America’s Companies, The Atlantic, December 30, 2016; Elena Lytkina Botelho, Kim Rosenkoetter Powell, Stephen Kincaid, and Dina Wang, What Sets Successful CEOs Apart, Harvard Business Review, May-June 2017. Also see, Mark Murphy, Wall Street Just Exposed Why Employee Engagement is Such a Joke in some Companies, Forbes, April 30, 2017.

[247] Elena Lytkina Botelho, Kim Rosenkoetter Powell, Stephen Kincaid, and Dina Wang, What Sets Successful CEOs Apart, Harvard Business Review, May-June 2017.

[248] Alana Semuels, How to Stop Short-Term Thinking at America’s Companies, The Atlantic, December 30, 2016. For discussion of short and long term strategy, and discussion re purpose of organization and duty to stakeholders (shareholders and public/society), also see: David Beatty, How activist investors are transforming the role of public-company boards, McKinsey.com, January 2017; American Prosperity Project (an initiative spearheaded by the Aspen Institute – aspeninstitute.org – to encourage companies and the nation to engage in more long-term thinking):

“The American Prosperity Project is a nonpartisan framework for long-term investment to support our families and communities and reinvigorate the economy to create jobs and prosperity. There is no viable model under which either business or government can or should shoulder the responsibility for long-term investment alone; both are required.

The time is right for a national conversation about long-term investment in infrastructure, basic science, education and training for workers who feel the brunt of globalization and technology. We need to focus on the critical levers for economic growth along with sources of revenue to help pay for it, as well as ways to overcome the short-term thinking currently baked into government policy and business protocols.

The ideas offered here have been developed under the auspices of the Aspen Institute in consultation with a non-partisan working group of experts in public policy formation, tax and regulation, business, and corporate law and governance. …”

Alana Semuels, How to Stop Short-Term Thinking at America’s Companies, The Atlantic, December 30, 2016:

“It may be difficult to get other companies to follow. After all, few other company CEOs likely have a worldview similar to that of [Paul] Polman [CEO British-Dutch conglomerate Unilever], who is well-known for his independent streak.

“Ultimately, the purpose of a company is to serve society, and in doing so shareholders will equally benefit over time,” he told me. Many heads of companies, by contrast, believe that they have a duty to serve shareholders, and hope that the company will benefit over time. This is a mistaken assumption—as Cornell Professor Lynn Stout has argued in her book, The Shareholder Value Myth: How Putting Shareholders First Harms Investors, Corporations, and the Public. CEOs think they have to put shareholders first, but they can put the interests of society first, if they choose. Still, many CEOs personally benefit when they act on behalf of shareholders; the way they are paid and evaluated depends on short-term success. It’s likely that their incentives will need to change before they act to stop short-termism on their own.”

[249] Elena Lytkina Botelho, Kim Rosenkoetter Powell, Stephen Kincaid, and Dina Wang, What Sets Successful CEOs Apart, Harvard Business Review, May-June 2017.

[250] Peter J. Henning, When Money Gets in the Way of Corporate Ethics, New York Times, April 17, 2017.

[251] Susan Carey, Behind United Airlines’ Fateful Decision to Call Police: Airline’s rules-based culture in spotlight after man was dragged off flight by law enforcement, Wall Street Journal, April 16, 2017.

[252] Eric Sigurdson, Leadership Qualities: from Wells Fargo to Donald Trump – character, integrity, and ethics are necessities, not luxuries, Sigurdson Post, October 17, 2016.

[253] Jack Welch and Suzy Welch, Goldman Sachs and a culture-killing lesson being ignored, Fortune, April 12, 2012.

[254] Martin Lindstrom, How three passengers will change the destiny of 86,000 employees, Linkedin.com, April 11, 2017.

[255] Dan Ovsey, Canadians say more government regulation of industry is needed despite relatively high trust of business, study shows, Financial Post, January 30, 2014.

[256] 2017 Edelman Trust Barometer, Global Annual Study, Edelman.com.

[257] Dr. John Stahl-Wert, Raise Vision High and Run with Great Purpose, johnstahlwert.com, December 9, 2015. Also see, Ken Jennings and John Stahl-Wert, The Serving Leader: Five Powerful Actions that will Transform your Team, your Business, and your Community, October 2004.

[258] Mark Murphy, CEO Fiascos Typically Start With a Lack of Empathy, Forbes, April 21, 2017:

“Empathy isn’t some touchy-feely new-age concept; it’s a fundamental necessity to successfully engage with employees, customers and colleagues. I know it’s tough for some CEOs to empathize with everyone. And it’s not always an easy skill to learn; even on the online empathy test, the average test taker is only getting about two-thirds of the questions correct. But we have to develop empathy if for no other reason than when CEOs get into big trouble, it’s almost always because of a lack of empathy.”

[259] Elena Lytkina Botelho, Kim Rosenkoetter Powell, Stephen Kincaid, and Dina Wang, What Sets Successful CEOs Apart, Harvard Business Review, May-June 2017.

[260] Eric Sigurdson, Leadership Qualities: from Wells Fargo to Donald Trump – character, integrity, and ethics are necessities, not luxuries, Sigurdson Post, October 17, 2016.

[261] Harvard Business Review, The ‘Business in Society’ Imperatives for CEOs, Global Advisors, December 20, 2016. Also see, for example: Ian Davis, Business and Society: The biggest contract – building social issues into strategy, big business can recast the debate about its role, The Economist, May 26, 2005.

[262] Harvard Business Review, The ‘Business in Society’ Imperatives for CEOs, Global Advisors, December 20, 2016.

[263] Sacha Pfeiffer and Todd Wallack, Few hours, soaring pay for corporate board members, Boston Globe, December 2, 2015.

[264] Jeff Spross, The agonizingly familiar problem with Wells Fargo’s board of directors, The Week, September 29, 2016.

[265] Harvard Business Review, The ‘Business in Society’ Imperatives for CEOs, Global Advisors, December 20, 2016; David Beatty, How activist investors are transforming the role of public-company boards, McKinsey.com, January 2017.

[266] Jeff Spross, The agonizingly familiar problem with Wells Fargo’s board of directors, The Week, September 29, 2016. Also see, Gretchen Morgenson, By Taking the Money, Wells Fargo’s Board Seems to Recall Its Role, New York Times, September 27, 2016.

[267] Eric Sigurdson, General Counsel, Chief Legal Officers & In-House Counsel: Five New Year’s Resolutions – Leadership, Operations, Metrics, Technology, and External Counsel, Sigurdson Post, December 13, 2016; Survey: The Rise of the GC Report 2016: From Legal Adviser to Strategic Adviser, NYSE Governance Services / BarkerGilmore Survey Report, www.nyse.com; Ben W. Heineman, Jr., The Inside Counsel Revolution: Resolving the Partner-Guardian Tension, 2016; Tom Moriarty, The Next Generation GC: From lawyer to Strategic Adviser (Perspective), Bloomberg Law (bol.bna.com), August 30, 2016; Ed Silverstein, General Counsel get tapped more for business and strategic advice, Inside Counsel, May 16, 2016; Harvard Business Review, The ‘Business in Society’ Imperatives for CEOs, Global Advisors, December 20, 2016; Jorg Thierfelder, The Role of the General Counsel with the Board of Directors, Egon Zehnder.com, 2017:

“Over the past decade, a variety of forces and events has made the role of the General Counsel (GC) more prominent than ever. The market turmoil following the bursting of the internet bubble in early 2000, the ensuing corporate scandals, ever-growing litigiousness and, most recently, the issues of risk and liability raised by a worldwide economic crisis unparalleled for generations, together with the ongoing vulnerability of private and public finances have all contributed to a renewed focus on the chief steward of the legal and ethical behavior of a company. At the same time, globalization has compelled GCs to master difficult and complex matters of ever more stringent regulatory regimes and enforcement practices, local jurisdiction and political impact, taxes, capital markets, and many others, including the challenges of more diverse and unpredictable business situations and industry trends.”

[268] Harvard Business Review, The ‘Business in Society’ Imperatives for CEOs, Global Advisors, December 20, 2016. Also see, for example: Ian Davis, Business and Society: The biggest contract – building social issues into strategy, big business can recast the debate about its role, The Economist, May 26, 2005.

[269] Harvard Business Review, The ‘Business in Society’ Imperatives for CEOs, Global Advisors, December 20, 2016; Jorg Thierfelder, The Role of the General Counsel with the Board of Directors, Egon Zehnder.com, 2017.

[270] Company stakeholders: A stakeholder is a party that has an interest in a company, and can either affect or be affected by the business. The primary stakeholders in a typical corporation are its investors, employees and customers. However, the modern theory of the idea goes beyond this original notion to include additional stakeholders such as a community, government or trade association. [Investopedia.com and Wikipedia]

 Primary Stakeholders – usually internal stakeholders, are those that engage in economic transactions with the business. (For example stockholders, customers, suppliers, creditors, and employees).

Secondary Stakeholders – usually external stakeholders, are those who – although they do not engage in direct economic exchange with the business – are affected by or can affect its actions (for example the general public, government, communities, activist groups, business support groups, and the media).

[271] Pippa Norris, Its not just Trump. Authoritarian populism is rising across the West. Here’s why, Washington Post, March 11, 2016. Also see, for example: Cas Muddle, The Trump phenomenon and the European populist radical right, Washington Post, August 26, 2015; Peter Murphy, Populism Rising, Quadrant, May 25, 2016; Katharine Murphy, Australia in 2016: the year leaders flailed as populism sailed, The Guardian (Australia), December 27, 2016; Paul Krugman, Populism, Real and Phony, New York Times, December 23, 2016.

[272] Phil Hassan, Leadership and Organizational Decision-making, ISQua Fellowship Forum (isqua.org), February 2016; Kevin Eikenberry, Four Steps to Making a Complex Decision, Kenin Eikenberry’s Leadership and Learning, October 25, 2011. Also see, Marci Martin, How to Make Effective Business Decisions, Business News Daily, October 12, 2105; Gilbert Probst, Six Tips for taking complex decisions at work, World Economic Forum, April 15, 2014; Gilbert Probst and Andrea Bassi, Tackling Complexity: A Systematic Approach for Decision Makers, March 2014.

[273] Jeffrey A. Sonnenfeld, What Makes Great Boards Great, Harvard Business Review, September 2002; Marco Ventoruzzo, Dissenting Directors, Harvard Law School Forum on Corporate Governance and Financial Regulation, corpgov.law.harvard.edu, November 4, 2016; Jeffrey Sonnenfeld and Elise Walton, What Makes Great Boards Great: The Character of Leadership & Governance 2001-2016, Global Dialogue 2016, aist.asn.au.; Bernie Tenenbaum, Who Do I want on my Board of Directors?, Forbes, January 26, 2017; Bernie Tenenbaum, Top 10 Questions High Performance Directors Ask Before Joining a Board, Forbes, April 21, 2017.

[274] Ciaran Fenton, Why CEOs and directors, unlike Mrs. May, should actively encourage dissent on their operating boards, Ciaranfenton.wordpress.com, April 21, 2017

[275] Deloitte, Corporate Culture: The second ingredient in a world-class ethics and compliance program, 2015 [http://www2.deloitte.com/content/dam/Deloitte/us/Documents/risk/us-aers-corporate-culture-112514.pdf]

[276] Wayne Brody and Mark Rowe, Corporate Culture and Compliance in the 21^st Century, New York Law Journal: Compliance, October 27, 2014 [http://nylawyer.nylj.com/adgifs/specials/2014_1027_ssCompliance.pdf]; Also see, David Greenberg, Ethics and Compliance in the 21^st Century, Abbc.org (LRN corp), September 2015; Michael Rasmussen, Compliance Risk Management in the 21^st Century, Corporate Integrity, September 2011.

[277] Center for Regulatory Strategy, Managing Conduct Risk: Addressing Drivers, Restoring Trust, Deloitte, 2017.

[278] Center for Regulatory Strategy, Managing Conduct Risk: Addressing Drivers, Restoring Trust, Deloitte, 2017.

[279] Center for Regulatory Strategy, Managing Conduct Risk: Addressing Drivers, Restoring Trust, Deloitte, 2017.

[280] “The shared set of values, mindsets and assumptions distinct to a firm – its culture – is increasingly being seen as at the heart of ethical lapses”. “Poor conduct can develop in a firm that has various disparate subcultures or when the prevailing culture does not balance short-term financial success with other important business and ethical imperatives”.

[281] “When breaches of conduct standards are not penalized, the message is sent that contraventions are acceptable and rules are bendable”.  “Just as conduct within a firm is heavily influenced by what is seen to be rewarded, failure to penalize individuals involved, as well as managers in charge, for ethically or legally questionable behaviours supports its perpetuation and can foster a culture of impunity”.

[282] “Conduct within complex or disconnected organizations can be difficult to manage. There may be a tendency to develop silos where different cultures, behaviours and operational practices incubate. This can erode enterprise-wide cohesion, communication and coordination on managing conduct. Further, business models and strategies that are solely focused on growth typically contain inherent conduct vulnerabilities that allow problems to spread and grow more rapidly”.

[283] “When an individual has two competing objectives (a conflict of interest) and there is an incentive to act opportunistically, they may forgo compliance with a competing legal, professional or ethical obligation”.

[284] “Poor conduct outcomes can arise when product design, marketing, sales and advice, as well as post-sale practices, are driven by concerns about ‘what will sell the most’ rather than what the customer needs and what is the most suitable for these needs (‘is this right for them?).”

[285] “If systems for monitoring and surveillance are inadequate, management information on conduct will likely be lacking, leaving leadership unable to identify and manage important risks”.  “If monitoring and surveillance is nonexistent or inadequate, misconduct can go undetected and risks may not be appropriately managed. Further, some individuals may be more likely to engage in poor behaviours because they estimate their chance of being discovered low”.

[286] “Labour intensive or convoluted processes and procedures increase the chance of error and give people the incentive and opportunity to ignore controls that are designed to prevent misconduct”.

[287] “Decisions that value short-term revenue generation over other important aspects of performance can incentivize misconduct”.

[288] Center for Regulatory Strategy, Managing Conduct Risk: Addressing Drivers, Restoring Trust, Deloitte, 2017.

[289] Center for Regulatory Strategy, Managing Conduct Risk: Addressing Drivers, Restoring Trust, Deloitte, 2017.

[290] Michael Rasmussen, Compliance Risk Management in the 21^st Century, Corporate Integrity, September 2011.

[291] Stephen Sedgwick, Retail Banking Remuneration Review Report (Australia), Australian Bankers’ Association, April 19, 2017.

[292] Center for Regulatory Strategy, Managing Conduct Risk: Addressing Drivers, Restoring Trust, Deloitte, 2017.

[293] Center for Regulatory Strategy, Managing Conduct Risk: Addressing Drivers, Restoring Trust, Deloitte, 2017.

[294] Japan’s Financial Services Agence (JFSA) Summary Points from Progress and Assessment of the Strategic Directions and Priorities 2015-2016 (September 2016); Center for Regulatory Strategy, Managing Conduct Risk: Addressing Drivers, Restoring Trust, Deloitte, 2017.

[295] Stephen Sedgwick, Retail Banking Remuneration Review Report (Australia), Australian Bankers’ Association, April 19, 2017.

[296] Center for Regulatory Strategy, Managing Conduct Risk: Addressing Drivers, Restoring Trust, Deloitte, 2017.

[297] Stephen Sedgwick, Retail Banking Remuneration Review Report (Australia), Australian Bankers’ Association, April 19, 2017.

[298] L. David Marquet, Turn the Ship Around! A True Story of Turning Followers into Leaders, 2013;

[299] John Blakey, Turn the Ship Around – David Marquet: From Commander to Coach, Challenging Coaching.co.uk, June 18, 2015; L. David Marquet, Turn the Ship Around! A True Story of Turning Followers into Leaders, 2013. Also see, John Clifton, Are You Sure You Have a Great Workplace Culture?, Linkedin.com, April 27, 2017.

[300] Wayne Brody and Mark Rowe, Corporate Culture and Compliance in the 21^st Century, New York Law Journal: Compliance, October 27, 2014. Also see, Dan Pontefract, Wells Fargo Proves Corporate Culture Can Also Be a Competitive Disadvantage, Forbes, September 15, 2016; David Greenberg, Ethics and Compliance in the 21^st Century, Abbc.org (LRN corp), September 2015; Michael Rasmussen, Compliance Risk Management in the 21^st Century, Corporate Integrity, September 2011:

Europe has been known for a principles-based (or outcomes-based) approach to compliance — which originates from the United Kingdom’s Financial Services Authority. They have turned their focus away from specific requirements toward understanding and interpreting compliance in light of the risk the organization faces, requiring a risk-based approach to compliance.

Australia, through the ASNZ 3806 standard, takes a principles-based approach to compliance. The 12 principles provide guidance to organizations designing, developing, implementing and maintaining an effective compliance program, encompassing: 1. Commitment 2. Implementation 3. Monitoring and measuring 4. Continual improvement.

[301] For example, see: Eric Sigurdson, Corporate Culture, Leadership and Personal Liability – Ethics and Compliance Programs in the 21^st Century, Sigurdson Post, October 5, 2016; Tom Malone, The Future of Work, 2004; Dan Pontefract, Wells Fargo Proves Corporate Culture Can Also Be a Competitive Disadvantage, Forbes, September 15, 2016; Brent Gleeson, The Future of Leadership and Management in the 21^st Century Organization, Forbes, March 27, 2017. Also see, John Blakey, Turn the Ship Around – David Marquet: From Commander to Coach, Challenging Coaching.co.uk, June 18, 2015; L. David Marquet, Turn the Ship Around! A True Story of Turning Followers into Leaders, 2013. And see, John Clifton, Are You Sure You Have a Great Workplace Culture?, Linkedin.com, April 27, 2017.

[302] See generally: Tom Malone, The Future of Work, 2004; Dan Pontefract, Wells Fargo Proves Corporate Culture Can Also Be a Competitive Disadvantage, Forbes, September 15, 2016; Brent Gleeson, The Future of Leadership and Management in the 21^st Century Organization, Forbes, March 27, 2017. Also see, John Blakey, Turn the Ship Around – David Marquet: From Commander to Coach, Challenging Coaching.co.uk, June 18, 2015; L. David Marquet, Turn the Ship Around! A True Story of Turning Followers into Leaders, 2013. And see, John Clifton, Are You Sure You Have a Great Workplace Culture?, Linkedin.com, April 27, 2017. An example from a different perspective with a similar outcome, see: Roger L. Martin, The Execution Trap, Harvard Business Review, July-August 2010:

“This empowerment doesn’t happen without some encouragement. Leaders like Sharp work hard to create a context in which people below them in the choice cascade understand the choices that have already been made and the rationale for them. Those at the top must also be prepared to engage in discussion—without dominating it—around the downstream choices at each level. This can be made more credible if the leader makes it clear to subordinates that the results from their downstream decisions affect not only themselves but also the upstream decisions on which their choices were predicated.”

[303] Roger L. Martin, The Execution Trap, Harvard Business Review, July-August 2010.

[304] Jack Welch and Suzy Welch, Goldman Sachs and a culture-killing lesson being ignored, Fortune, April 12, 2012; Pearl Zhu, Strategy Design vs. Strategy Execution: Which one is More Important, Future of CIO.blogspot; Paul Leinwand, Cesare Mainardi and Art Kleiner, Only 8% of Leaders are Good at Both Strategy and Execution, December 30, 2015; Ken Favaro, Defining Strategy, Implementation, and Execution, Harvard Business Review, March 31, 2015; Roger L. Martin, Strategy and Execution Are the Same Thing, Harvard Business Review, January 12, 2016; Roger L. Martin, The Execution Trap, Harvard Business Review, July-August 2010.

[305] Pearl Zhu, Strategy Design vs. Strategy Execution: Which one is More Important, Future of CIO.blogspot.

[306] Center for Regulatory Strategy, Managing Conduct Risk: Addressing Drivers, Restoring Trust, Deloitte, 2017.

[307] Stephen Sedgwick, Retail Banking Remuneration Review Report (Australia), Australian Bankers’ Association, April 19, 2017.

[308] Center for Regulatory Strategy, Managing Conduct Risk: Addressing Drivers, Restoring Trust, Deloitte, 2017.

[309] Eric Sigurdson, Corporate Culture, Leadership, and Personal Liability – Ethics and Compliance Programs in the 21^st Century, Sigurdson Post, October 5, 2016 – “The specific areas that ethics and compliance departments focus on will vary depending on the size of the organization, ownership structure, the type of sector and industry, nature scope and complexity of operations, risk profile, and the level of regulation.  However, for all organizations, what is clear is that yesterday’s compliance program will no longer work.”

[310] Eric Sigurdson, Corporate Culture, Leadership, and Personal Liability – Ethics and Compliance Programs in the 21^st Century, Sigurdson Post, October 5, 2016.

[311] Stephen Sedgwick, Retail Banking Remuneration Review Report (Australia), Australian Bankers’ Association, April 19, 2017.

[312] James Sudakow, If You Don’t Build your Culture, One Will Form on its Own (and you might not like what you get), Inc, February 23, 2017.

[313] Center for Regulatory Strategy, Managing Conduct Risk: Addressing Drivers, Restoring Trust, Deloitte, 2017.

[314] James Sudakow, If You Don’t Build your Culture, One Will Form on its Own (and you might not like what you get), Inc, February 23, 2017.

[315] Stephen Sedgwick, Retail Banking Remuneration Review Report (Australia), Australian Bankers’ Association, April 19, 2017.

[316] Center for Regulatory Strategy, Managing Conduct Risk: Addressing Drivers, Restoring Trust, Deloitte, 2017.

[317] Center for Regulatory Strategy, Managing Conduct Risk: Addressing Drivers, Restoring Trust, Deloitte, 2017.

[318] Nick Deligiannis, Are we letting down middle managers?, Linkedin.com, April 9, 2017.

[319] Center for Regulatory Strategy, Managing Conduct Risk: Addressing Drivers, Restoring Trust, Deloitte, 2017.

[320] Center for Regulatory Strategy, Managing Conduct Risk: Addressing Drivers, Restoring Trust, Deloitte, 2017.

[321] Stephen Sedgwick, Retail Banking Remuneration Review Report (Australia), Australian Bankers’ Association, April 19, 2017.

[322] Stephen Sedgwick, Retail Banking Remuneration Review Report (Australia), Australian Bankers’ Association, April 19, 2017.

[323] Stephen Sedgwick, Retail Banking Remuneration Review Report (Australia), Australian Bankers’ Association, April 19, 2017.

[324] Eric Sigurdson, Corporate Culture, Leadership, and Personal Liability – Ethics and Compliance Programs in the 21^st Century, Sigurdson Post, October 5, 2016.

[325] Stephen Sedgwick, Retail Banking Remuneration Review Report (Australia), Australian Bankers’ Association, April 19, 2017.

[326] Center for Regulatory Strategy, Managing Conduct Risk: Addressing Drivers, Restoring Trust, Deloitte, 2017.

[327] Center for Regulatory Strategy, Managing Conduct Risk: Addressing Drivers, Restoring Trust, Deloitte, 2017; Stephen Sedgwick, Retail Banking Remuneration Review Report (Australia), Australian Bankers’ Association, April 19, 2017.

[328] William Cummings, Why the United encounter sparked more outrage than this violent police incident, USA Today, April 13, 2017.

[329] Linkedin, April 19, 2017 [www.linkedin.com/hp/update/6260401101833584640]

[330] Andrew Winston, Pepsi, United, and the Speed of Corporate Shame, Harvard Business Review, April 12, 2017.

[331] Sonia Thompson, How a Disconnected Corporate Culture Cost United Airlines $800 million Overnight, Inc.com, April 11, 2017.

[332] Wayne Brody and Mark Rowe, Corporate Culture and Compliance in the 21^st Century, New York Law Journal: Compliance, October 27, 2014. Also see, Eric Sigurdson, Leadership Qualities: from Wells Fargo to Donald Trump – character, integrity, and ethics are necessities, not luxuries, Sigurdson Post, October 17, 2016.

[333] Martin Lindstrom, How three passengers will change the destiny of 86,000 employees, Linkedin.com, April 11, 2017.

[334] John Coleman, Six Components of a Great Corporate Culture, Harvard Business Review, May 6, 2013.

[335] Chris Cancialosi, Two Ways to Ensure your Corporate Culture and Values Align, Forbes, July 20, 2015.

[336] Martin Lindstrom, How three passengers will change the destiny of 86,000 employees, Linkedin.com, April 11, 2017; Tim Wu, How United Turned the Friendly Skies into a Flying Hellscape, Wired, April 13, 2017.

[337] Dr. John Stahl-Wert, Raise Vision High and Run with Great Purpose, johnstahlwert.com, December 9, 2015. Also see, Ken Jennings and John Stahl-Wert, The Serving Leader: Five Powerful Actions that will Transform your Team, your Business, and your Community, October 2004.