About the Guest:
Vera Cherepanova is Executive Director of Boards of the Future and one of the few individuals to receive the “Alien of Extraordinary Ability” designation from the US government for her contributions to compliance and ethics. She authored the first-ever compliance book in Russian and serves on corporate boards globally. For decades, she worked across ethics, compliance, internal audit, and risk—giving her a comprehensive view of the “second and third lines of defense”.
Vera’s philosophy:
Everything counts. It’s a long game—take it as such. Everything you do, every introduction, every piece of work, counts toward the bigger goal.
Episode Highlights:
🎯 From Rule-Follower to Change Agent
Vera traces her journey from collecting compliance data to questioning what happened next. After years of submitting reports to boards, she realized she didn’t understand whether the information made any difference—and in many cases, she was certain it didn’t. This shared perception among compliance peers channeled her energy into the question of impact: How much difference do independent control functions actually make?
The answer led her to found Boards of the Future, advocating for ethics and compliance professionals to have a seat at the boardroom table where decisions about value creation and preservation happen.
🥦 The Broccoli vs. Chocolate Dilemma
Discover Vera’s powerful analogy: ethics and compliance are like broccoli. Everyone knows it’s healthy and important. They teach kids to eat it. But somehow we want chocolate—the fast results, the instant sugar kick, the forward-looking revenue generation. We focus on chocolate until there’s a crisis: we’ve had too much, stepped on the scale, and realize something’s wrong. That’s when compliance gets invited to the boardroom and everyone listens carefully.
Vera’s call to action: Don’t overdo on chocolate. Don’t run into crisis again. Think about balance, because healthy eating isn’t only broccoli or only chocolate—it’s about taking care of both at the same time.
📊 Value Preservation AND Value Creation
Explore how boards are tasked with two high-level responsibilities: preserving accumulated value and multiplying it through strategy and growth. Compliance has always been seen as belonging only to the first part—ticking boxes, cost center thinking. But when you don’t take the ethics part out of the equation and look at culture (how things are done when nobody’s watching), you realize ethics has everything to do with value creation. Culture and strategy reinforce each other. A strategy fails when the culture doesn’t live up to expectations. Risk isn’t the other side of the coin from strategy—it sits on the same side, inherent to every strategic choice. Both were wrongly outsourced to independent directors and control functions.
🔍 The 95/5 Problem
Learn about Vera’s research into board oversight guides for ethics and compliance. She found roughly 10 guides—all titled “Ethics and Compliance Oversight”—and did the statistical calculation: 95% of the wording focused on compliance (Caremark case, laws, reporting structures, audit committees) while only 5% addressed ethics (values, purpose, culture). Yet every guide stated that ethics is the foundation. Vera calls this trend unfair and wrong. If ethics is truly the foundation, it deserves at least 50/50 treatment. This imbalance reflects how ethics has been instrumentalized over time as merely a “softener” for compliance rather than something with profound value on its own.
🏢 The Silo Problem: Why Compliance Doesn’t Know the Business
Discover the mutual ignorance problem: boards have a strange concept of what ethics and compliance can do, while ethics and compliance have a strange idea of what the organization and board are actually doing. If you ask the average board member who does cultural work, 95% will answer “HR.” Meanwhile, compliance professionals may know the 2050 global target but little else about strategy.
The solution: desperate need for business acumen, strategic thinking, and curiosity. Compliance needs to participate in rotation programs, sit in marketing, learn what other departments do. Organizations become more siloed as they grow—Vera recalls engagement surveys consistently showing the poorest scores on “how much do you know about the department next door?” Communication is everything.
⏳ The Horizon Problem: Short-Termism vs. Stewardship
Explore how Boards of the Future speak only to “enlightened investors” who understand stewardship principles. If you’re a VC or PE fund looking to exit in two years and squeeze out as much as possible, you won’t listen—because you have a short-term horizon. But boards and founders can choose their investors. They can define success beyond the Silicon Valley model that tells brilliant minds their ultimate achievement is getting any funding. When boards choose the right investors with the right horizon, they have discretion to frame decision-making for the long term—which is always the more ethical choice. With impatient investor bases, boards lose that discretion. Ethics and compliance investments make sense on longer horizons; on short horizons, you do the minimum so nothing blows up during your two-year exit window.
📜 The 2004 Turning Point
Get the inside story of why “ethics” was added to “compliance.” In 1991, the US adopted Federal Sentencing Guidelines for Organizations (FSGO), featuring compliance programs prominently—companies with effective programs got penalty discounts. By 2004, regulators had data showing a missing piece: during investigations of corporate misconduct, employees consistently said “it was a common thing to do,” “that was the expectation here,” “everybody else was doing it.” Issues weren’t standalone—they were systemic and cultural. Regulators realized they needed a component addressing behavioral aspects and social norms. So in 2004, FSGO was revised to require an effective compliance and ethics program. Yet over the years, ethics has been instrumentalized to mean almost the same as compliance, just softer—which Vera argues is completely wrong.
📚 Featured Resources & Further Reading
Learn more from my Guest:
* Website: www.veracherepanova.com
* Books, guides, and articles
* Ask an Ethicist ColumnVera writes a monthly advice column for Corporate Compliance Insights, where she tackles ethical dilemmas in the workplace with thoughtful, practical guidance.
* Boards of the Future (Non-Profit):
Learn about their mission to advocate for ethics and compliance professionals on corporate boards
📩 Contact
Connect with Vera via:
* Studio Etica (Consultancy): www.studioetica.com
* LinkedIn: Follow Vera Cherepanova
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