The theatre of compliance

We have a tradition. When we cannot solve a problem, we form a committee. When we do not want to solve it, we form an inquiry committee. And when the result is already written, we form a high-powered inquiry committee with people who know where truth should walk. Ethics sits on the back bench.

Recently, a friend visited my office and shared his experience with a multinational in a sensitive industry. Like most multinationals, it had codes of ethics, anti-bribery declarations, whistleblower policies and enough integrity posters to make even a monk feel underqualified. Yet, according to him, when the test came, ethics stayed in the training room, and the organisation returned to village politics.

His point was powerful. When the top is infected, the whole organisation shows symptoms. A rotten root does not produce healthy leaves. A corrupted command centre cannot send clean signals. In corporate life, however, this disease is rarely called corruption. It is called group alignment, legal strategy, risk management or protection of the organisation.

He alleged that after he filed an evidence-backed counter-complaint against powerful individuals at group level, an inquiry committee was formed not to find the truth but to punish him. Neutral members were removed, and the process allegedly handed to people connected to the complaint itself. One person, he said, sat on the local board, the group board, the group audit committee and the inquiry committee. In governance language, this is a conflict of interest. In some boardrooms, it is called alignment.

The story had another layer. A local executive was allegedly turned into a corporate Frankenstein: company secretary to investors, legal head to lawyers, regulatory face to policymakers, communications head to journalists, security authority deciding office entry, member of disciplinary processes and a person with access to sensitive systems. If true, this is not segregation of responsibilities. It is segregation’s funeral with corporate flowers.

The most disturbing allegation involved legal spending. My friend claimed legal funds were routed through friendly lawyers to influence courts, journalists and others. Legal budgets are often treated like holy water. No one questions them because the word legal creates fear. But legal expenses can become the cleanest-looking dirty channel if boards do not ask who is paid, why and for what.

He shared another story. At the group level, the legal team was allegedly recognised for successfully delaying a case. The local team then converted the same behaviour into a KPI. Imagine that. Delay as achievement. Justice postponed as performance excellence. A case not resolved but buried under procedure. In healthy organisations, legal teams protect fairness. In broken cultures, they are rewarded for making the victim surrender.

History repeatedly warns us. Enron had polished documents, but governance became decoration. Wells Fargo showed how pressure and weak accountability can turn misconduct into routine business. Big companies do not fall suddenly. They first train themselves to tolerate small lies.

Why do such companies resort to these practices? Because they believe they can survive them, at least during their tenure. Where courts are slow, regulators overburdened, and victims drained financially and emotionally, powerful companies learn that delay is cheaper than justice. The legal system unintentionally becomes their business partner. Compliance becomes theatre. Lawyers become shields. Committees become weapons.

The remedy is not rocket science. Inquiry committees must exclude anyone connected to the complaint. Legal, regulatory, communications, company secretariat, security and sensitive system access must not sit in one pocket. Legal budgets must be independently reviewed. Whistleblower complaints must go directly to independent board committees. Regulators must examine governance fraud, including biased inquiries, conflict-ridden committees, legal harassment and misuse of corporate funds.

A company is destroyed when everyone knows the truth, but the system punishes the person who says it aloud. That is when compliance no longer protects the organisation. It protects the powerful from the organisation’s own conscience.

The writer is the founder of BuildCon Consultancies Ltd and BuildNation Ltd