Extreme governance: A Hippocratic Oath for company directors

SanLu Chairwoman Tian Wenhua was sentenced today to life in a Chinese prison, and two of her suppliers were sentenced to death for their part in melamine contamination cases.  According to the China Daily, Tian “was convicted for her failure to stop producing and selling milk products even after she was informed that they were contaminated. She was fined about 25 million yuan (US$3.7 million), too.”

We’re fond talking about how a director’s primary responsibility is to act in the best interests of the company (Section 131 of the Companies Act), and it goes without saying that a director must not break any laws while exercising their responsibility.

But I’m left wondering if it might not be prudent to be more specific in the Companies Act about the company’s relationship to its consumers and the general public.

In any case, it would be good for company directors to specifically acknowledge their responsibilities as part of their induction process.  Speaking the words of a public promise, with witnesses, that one can easily recall, sharpens the focus and would encourage better self-awareness of a director’s actions, as well as promoting public accountability.

I propose the following “Hippocratic Oath” for company directors:

In the exercise of my duties as a company director:

I will not deliberately harm our shareholders, other directors, company staff, our suppliers, customers, end-users, or members of the public.

I will always act within the law, and ensure that the company acts within the law.  Where I am unsure of the law, I will seek professional advice.

I commit to act in the best interests of the company, ensure that the company meets its obligations, and strive to make the company responsibly successful in achieving the strategy that is collectively set by the Board.

I will not seek to derive unfair personal gain from any transactions with the company or its personnel.

I will communicate clearly in a respectful and professional manner with my colleagues, being diligent and timely in my record keeping and reporting.

I will model behaviour as a director that I would expect from any company personnel.

I will not betray the confidentiality of information that has been properly given to me in confidence, nor will I seek personal gain from such information.  Likewise, I will disclose without hesitation any information that that is required to be made available to government agencies, other directors, stakeholders, or the general public.

What do you think?