Opinion: Care, Loyalty, Obedience: Where Congress and Boards Keep Failing
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I am not surprised that members of Congress are now expressing regret on voting for a 1000-page bill that they didn’t read, now seeing in it stuff they oppose.
A related issue trended a while back, about how unaccountable were boards of private companies, not taking responsibility for poor performance, and low turnover of those at fault.
Our elected officials should take a short course about Duty of Care, Duty of Loyalty, and Duty of Obedience (and I don’t mean caring loyal obedience to MAGA).
And please include in my wish a well-designed civics course for future generations to be more competent and ethical.
Wikipedia on this topic:
Board members of private companies bear significant fiduciary responsibilities, primarily the duties of care, loyalty, and obedience. The duty of care requires informed decision-making through active participation, reviewing financial reports, and seeking expert advice when necessary. The duty of loyalty mandates prioritizing the company’s interests over personal gain, avoiding conflicts of interest, and disclosing potential biases. The duty of obedience ensures compliance with laws, corporate bylaws, and the company’s mission. Additional responsibilities include confidentiality, prudence, and oversight to safeguard assets and manage risks.
Directors face personal liability exposures for breaches, including lawsuits from shareholders, regulatory penalties, or financial restitution for poor decisions. For example, approving improper transactions or failing to address compliance issues can lead to legal action. While directors’ and officers’ (D&O) insurance and indemnification offer some protection, these safeguards do not absolve negligence or misconduct.
Despite these obligations, studies suggest approximately 90% of board members—particularly in family-owned or smaller organizations—lack full awareness of their fiduciary duties. This gap often stems from inadequate training, informal governance structures, or assumptions that legal protections are comprehensive. Uninformed directors risk conflicts of interest, financial mismanagement, or regulatory violations, jeopardizing both the company and their personal assets. Proactive education, regular self-assessments, and clear governance policies are critical to mitigating these risks.
Ira Bryck has lived in Amherst since 1993, ran the Family Business Center for 25 years, hosted the “Western Mass. Business Show” on WHMP for seven years, now coaches business leaders, and is a big fan of Amherst’s downtown.
As an educator, I so appreciate your point about civics education for young people! We all know that kids will do as we do, not as we say. So what kinds of civics lessons are we, as a community, imparting upon our own youth? What do our actions say about our own civic values? What lesson are the youth meant to learn as we adults allow an unelected, neoliberal technocrat and a small cadre of business-friendly councilors push austerity on our schools, while doing nothing to help those same children whose families are trapped in poverty at the hands of exploitative local landlords? Many of us self-congratulatory “progressives” pat ourselves on the back for our culture-war opinions and our love of institutional norms, while doing nothing in the realm of real policy to change the material conditions of our kids’ lives. I’ll tell you from first-hand experience: these kids can see right through the phoniness of it all. They understand that their futures are being stolen from them, and while they all might not have the language for it, they know that mainstream democrats and “abundance” liberals are doing nothing at all to stop the theft.