Rules can't ensure ethical behavior.

Why do corporate scandals such as the recent Hewlett-Packard Co. (HP) debacle continue to come to light in the post-Enron climate of increasingly stringent government regulation? HP used "pretexting"--impersonating people to obtain information--to acquire phone records in an effort to discover who at the company had leaked confidential board of director discussions to the press.

"The heightened regulation has reassured some that people's behavior has changed" as a result of the new regulations, says Constance Dierickx, senior consultant at RHR International. "That is a false and dangerous assumption," she warns. "Human behavior is not governed by rules and regulations. What governs human behavior is reinforcement and relationships and social and cultural norms."

Dierickx says each board has its own climate and culture that need to be intentionally cultivated through interaction and dialogue. When boards reach the "cloak-and-dagger state of HP," she says, it means there are systemic issues and the board is dysfunctional.

Dierickx, who works with directors and senior management, says HR is uniquely positioned to "put the issues on the table." She points out that a critical part of HR's role is to be an adviser to senior management, "and make sure they don't oversimplify problems and derive overly dramatic but too-targeted solutions that aren't going to solve the problem."

For example, Dierickx says many boards conduct their own self-assessments and, not surprisingly, usually find that "we're doing pretty well." Instead of focusing on self-congratulations, she says, boards need to have "messy, complicated discussions" about the way they work, the subjects of their agendas and the quality of the discussion.

"And every director on every board should have an ethics hat on all the time," she says. "HP's problems were not technical problems; they were behavior problems."