6Board Oversight of Possible CEO Misconduct

Richard W. Leblanc, FCMC, CMC-AF, BSc, MBA, LLB, JD, LLM, PhD

Professor of Governance, Law & Ethics, York University, and Independent Governance Advisor

Introduction

A modified version of this chapter was earlier published by Management Consulting Journal. Permission has been granted to reproduce it here, with thanks from Richard Leblanc.

What follows are best practices for mitigating against, detecting, and acting upon, possible chief executive officer (CEO) misconduct by a board of directors (Board). I canvass the role of the Board in overseeing an independent investigation into possible CEO misconduct; and in acting on the results of the investigation and the recommendation(s) from a Special Committee of the Board.

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