What you'll learn in this podcast episode

How are boards of directors of major companies coping in 2022 with the increasing expectations from so many stakeholders? How can directors equip themselves to meet oversight challenges and ensure that their companies do business in the right way? In this episode of the Principled Podcast, guest host Dr. Marsha Ershaghi Hames explores the critical role of boards in shaping ethical corporate culture with Diana Sands, an accomplished corporate leader who currently sits on the boards of SP Plus Corporation and PDC Energy. Listen in as the two discuss the evolving responsibilities and tools for today's boards, including guidance from the latest report from LRN and Tapestry Networks: Assessing Corporate Culture: A Practical Guide to Improving Board Oversight.

 

Principled Podcast Show Notes

• [2:15 ] – Diana Sand’s background and its impact on her board roles.


• [8:07 ] - The push for board culture refreshment and ESG priorities.


• [12:06 ] - Thoughts on changing attitudes toward board culture.


• [15:37 ] – Board needs for transparency, accountability, and communication.


• [18:34 ] - Navigating structural impediments and the Assessing Corporate Culture report.

 
Featured guest: Diana Sands

Diana Sands brings over 30 years of business experience to her board and advisory roles having held senior executive finance and governance positions across multiple industries. Diana currently serves on the boards of SP+ (Nasdaq: SP), PDC Energy, Inc. (Nasdaq: PDCE), and National Philanthropic Trust (the largest independent

provider of donor-advised funds). She is the Board Chair for Start Early, a non-profit champion for quality early learning. She is also an advisor to New Vista Acquisition Corp. and to Ethisphere (a global leader in defining and advancing the standards of ethical business practices). Diana retired from The Boeing Company in 2020 where she

was an executive officer and Senior Vice President, at the Office of Internal Governance and Administration. Reporting to the CEO and to the audit committee, Diana oversaw a diverse team including ethics & investigations, compliance risk management, internal audit, security, and internal services. Previously, Diana held senior finance roles at Boeing including corporate controller where she signed and oversaw the development of the company’s financial statements, and head of investor relations where she was the primary management liaison with investors and industry analysts. She also led financial planning & analysis and worked in corporate treasury. Prior experiences include leading financial planning & reporting for General Motors Corporation and working at several companies in audit and product line finance positions. Diana has an MBA from Northwestern's Kellogg School of Management, and a BBA from the University of Michigan Ross Business School.

 

Featured Host: Dr. Marsha Ershaghi Hames

Dr. Marsha Ershaghi Hames is a partner with Tapestry Networks and a leader of our corporate governance practice. She advises non-executive directors, C-suite executives, and in-house counsel on issues related to governance, culture transformation, board leadership, and stakeholder engagement.

Prior to joining Tapestry, Marsha was a managing director of strategy and development at LRN, Inc. a global governance, risk and compliance firm. She specialized in the alignment of leaders and organizations for effective corporate governance and organizational culture transformation. Her view is that compliance is no longer merely a legal matter but a strategic and reputational priority. 

Marsha has been interviewed and cited by the media including CNBC, CNN, Ethisphere, HR Magazine, Compliance Week, The FCPA Report, Entrepreneur.com, Chief Learning Officer, ATD Talent & Development, Corporate Counsel Magazine, the Society of Corporate Compliance and Ethics and more. She hosted the Principled Podcast, profiling the stories of some of the top transformational leaders in business.

Marsha serves as an expert fellow on USC’s Neely Center for Ethical Leadership and Decision Making and on the advisory boards of LMH Strategies, Inc. an integrative supply chain advisory firm and Compliance.ai, a regulatory change management firm.

Marsha holds an Ed.D. and MA from Pepperdine University. Her research was on the role of ethical leadership as an enabler of organizational culture change. Her BA is from the University of Southern California. She is a certified compliance and ethics professional.

 

Principled Podcast Transcript

Intro: Welcome to the Principled Podcast brought to you by LRN. The Principled Podcast brings together the collective wisdom on ethics, business and compliance, transformative stories of leadership, and inspiring workplace culture. Listen in to discover valuable strategies from our community of business leaders and workplace change makers.

Marsha Ershaghi Hames: How are boards of directors of major companies coping in 2022 with the increasing expectations from so many stakeholders? How are boards equipping themselves to meet the challenges of overseeing organizations? And how can directors ensure that their companies are doing the right things and doing business in the right way?

Hello, and welcome to another episode of LRN's Principled Podcast, where we continue our conversations about the critical role of boards in shaping ethical corporate culture. I'm your guest host Marsha Ershaghi Hames, a partner at Tapestry Networks. And today, I'm joined by Diana Sands, an accomplished corporate leader who currently sits on the boards of SP Plus Corporation and PDC Energy. Today, we're going to talk about the evolving responsibilities of today's boards, many of which are outlined in the newest report, Assessing Corporate Culture, a report from LRN and Tapestry Networks. Diana, thank you so much for coming on the Principled Podcast.

Diana Sands: Thank you, Marsha. It's great to be here.

Marsha Ershaghi Hames: Let's kick off. Diana, you had an accomplished career, retiring as an executive officer and senior vice president in the office of internal governance and administration at the Boeing Company. And you have now turned to service on corporate boards. Your career has spanned a variety of leadership roles across multiple industries and disciplines. Maybe for our listeners, we can kick off by hearing more about, just tell us about your background and career and how this has informed your approach to serving as a director.

Diana Sands: Sure. And thank you again, Marsha, for having me. As you noted, across 30-plus years, I worked in various industries, including professional services, consumer products, and industrials, mostly in finance roles. I held several finance leadership positions, including corporate controller at Boeing. And my last role, as you alluded to, before I retired, was reporting to the CEO and the audit committee in a chief administration and chief ethics and compliance role. As you also mentioned, I currently serve on both public company and nonprofit boards.

Marsha Ershaghi Hames: How has this experience started to really shape or inform your approach to serving as a director?

Diana Sands: You know, Marsha, I think the breadth of my experience is mainly what shapes me as a director. I've been part of a lot of different business opportunities and challenges. And with that, I tend to think pretty holistically, whether it's assessing an opportunity starting with a strategy all the way to how it can be practically executed, or dealing with a particular challenge, which often means quickly yet systematically gathering facts, evaluating options, and then taking actions.

I do believe that the best way to leverage experiences is not to automatically duplicate what one has done in the past. In fact, I don't really love hearing a director simply stating, "This is what we used to do at XYZ Company." I think the greater value from past experiences is a director's ability, because of those experiences, to quickly absorb an existing situation and think through the possible outcomes. And that's the approach I tend to try to take in the boardroom.

Marsha Ershaghi Hames: We're going to dive into some of how you're transferring some of your unique background as a compliance and ethics officer into the boardroom. But first, I want to take a step back. I mean, when I look across 30 years, across all the sectors that you have developed your career in, you were probably or likely one of the few women executives in these fields. I'm just curious, as you look back, were there any mentors or, I'll use the term sponsors, that sort of provided more guidance, influence, coaching through developing your career journey?

Diana Sands: Yeah, definitely. And I think you're right. I was often the only female and/or minority in rooms during my career. I do think the good news is that it's changing, albeit maybe slowly, but it's changing across all sectors. But having said that, mentors are definitely important, and I had several great ones. Most of them, by the way, were white males because that's who I was primarily working with. But I remember one very early in my public accounting career, a manager who showed me tough love as he reviewed my work papers. He was really hard on me and my work, but it was formative in the way I think today. In fact, that holistic approach I mentioned earlier is in large part thanks to this person who taught me early on to always think about that bigger picture.

And then later in my career, anothe