商业欺诈根源在于人性

    20世纪80年代中期华尔街内幕交易丑闻的主角丹尼斯•利文多年前被判提供社区服务的时候，曾经给纽约大学（NYU）MBA学生讲授过伦理课。他形容促使自己进行内幕交易的是一种“下一把必须要翻本”的心态，这时候人都是在跟自己较劲，努力争取下一场的胜利，永不满足。

    除了个人心态，他的解释也适用于整体公司文化，比如被指有意向公众隐瞒亏损的明富环球（MF Global）和奥林巴斯（Olympus）。

    但利文并未说明人为什么永远不会满足。隐瞒经济损失的动机背后是什么？为什么个人（或公司）总是不撞南墙不回头？

    奥林巴斯发生的一切被归咎于顺从文化、“烂到心”的管理团队以及由“好好先生”构成的董事会。明富环球破产的原因则被解释为掌门人乔恩•科尔津的狂妄自大。但如果我们仔细分析科尔津、奥林巴斯董事和高管们的动机，我们会发现自己身上也有这些人的影子。

    几乎任何一个负责任的董事会成员都会告诉你，企业文化的责任感或通常被称为“高层的基调”始于董事会。负责任的董事会成员会监督首席执行官和公司文化；他们会通过社交场合、实地考察、单独会谈以及定期的董事会和委员会会议，与首席执行官及管理团队其他成员交流。他们不仅仅只是听听高管们演讲时的高谈阔论就了事，他们还会解读肢体语言、观察互动和评判能力。他们会查看举报信息、客户热线接入记录、员工调查、表现评估和薪酬决定。他们会仔细而系统地衡量公司对正常意见分歧的容忍程度，以及在探讨严峻的现实和不完美解决方案时所表现的开放性。

    这项工作不仅对公司最高层意义重大，对于公司上上下下也同样如此。为什么？因为一家公司内部也可能有多种文化，考虑过调换部门的员工肯定对此都深有体会。

    不管处于哪一层级，只要身为管理层的一员，都应当运用优秀的董事会所采用的方法来对管辖的部门文化进行监督。而且，对人性（包括自己）的洞察也能帮助你决定该关注什么。

    Dennis Levine, who lectured an NYU MBA ethics class as part of his community service many years ago, described the mentality that led to his insider trading conviction as a mentality of having to win the next game, competing with oneself for the next victory, where enough was never enough.

    His explanation is applicable to both individuals and entire corporate cultures, such as MF Global (MFGLQ) and Olympus, where losses were allegedly buried from public view on purpose.

    But Levine's explanation doesn't address why enough is never enough. What underlies the motivations to hide losses? And why does it often take a very rude awakening for a person (or a company) to change?

    What has befallen Olympus has been chalked up to an obedience culture, a management team that was "rotten at the core," and a board "of yes men." MF Global's case has been explained away by Jon Corzine's hubris. But if we examine, rather than impugn, Corzine's motives and those of the board and executives at Olympus, we will realize how these individuals' actions relate to you and me.

    As almost any good board member will tell you, the responsibility for corporate culture, or what is commonly referred to as "tone at the top," begins with the board. Good board members monitor the CEO and corporate culture by meeting not only with the CEO but also with other members of a company's management team in social settings, on site visits, in executive sessions without other members of management present, and in regular board and committee meetings. They don't just listen to management speeches: they read body language, observe interactions, and view facilities. They look at the contents of whistle-blower and customer hotline call-in logs, employee surveys, performance evaluations, and compensation decisions. They carefully and systematically gauge the level of healthy dissent and openness to discuss troubling situations and imperfect solutions.

    This is critical work at the top of a company but necessary throughout it as well. Why? Because there can be many cultures inside one company, a fact that anyone who has considered transferring from one department to another well recognizes.

    No matter where in the hierarchy you sit, if you are a member of management, you too should be monitoring the culture of the groups that report to you using the techniques that great boards use. And some insights into individual human personality, including your own, can help you decide what to look for.