Adopting Anti-Harassment Policies and Conduct Training at the Board of Directors Level

Date: February 6, 2020
With the New Year underway, it is a good time to review policies to determine what best practices may be missing. During this review, organizations should ensure that they have adopted anti-harassment policies for their boards of directors. Often times, these directors interact with employees and bad conduct by the directors toward employees can create liability for the employees.

As a result of the #metoo movement, the level of tolerance for bad conduct at any level has been significantly reduced. Organizations need to review not only their employment policies, but also their board policies, to ensure that standards of conduct are clearly established. It is now a best practice now to have an anti-harassment policy adopted at the board level and to conduct board training as to the expected conduct, as well as a refresher on fiduciary duties.

A strong policy defines harassment and discrimination and covers conduct between board members and employees. Many organizations are also prohibiting harassment and discrimination among board members. The anti-harassment policy should explain why the policy is being adopted, set forth a commitment to providing a professional environment free of harassment and discrimination, identify who is covered by the policy, where it applies, and set forth the standards expected and the consequences of non-compliant behavior. In addition, the policy should outline the complaint and investigation process.

Once the anti-harassment policy is adopted, there should be training on the policy to all members of the board of directors, committee chairs and any other non-employee who is covered by the policy. For directors, this is a good time to conduct training as to their fiduciary duties and what the board’s responsibility is if they receive a complaint about a high level executive. A failure of a board to take appropriate action can lead to loss of value of stock and shareholder derivative actions for breach of fiduciary duties. Thus, proper training so board members fully understand what harassment is, the company’s harassment policies, and what their responsibilities are in the event of a complaint by an employee is recommended annually.

Please contact Jennifer Jackman if your company needs help adopting a board of director anti-harassment policy or conducting training.