The resignation of BP boss Bernard Looney throws the spotlight on what companies can and should find out about senior appointments
One of the most interesting questions stirred up by Bernard Looney’s resignation is what information the board sought about his reputation for “romantic endeavours with colleagues”, amid allegations in The Times that Looney had “clearly been given a pass and now it has come back to bite them”. This situation has consequences for the boards of other major companies seeking to navigate the correct balance between privacy and high standards of corporate conduct. It is also significance for asset managers, who need to understand whether boards are taking their responsibility for due diligence seriously when it comes to questions of personal conduct and business ethics.
There appears to be little question that BP did conduct fairly extensive pre-appointment due diligence in Looney’s case and that they continued to monitor question marks around his personal conduct once he was in post. The Financial Times reports that ‘BP said there was a “rigorous and thorough appointment process” when Looney was selected to be chief executive in 2019. That included “a thorough due diligence process pre-appointment, vetting of open-source data and interviews with Bernard”’. But there are methodological questions arising from this statement that are worth considering.
1. How useful is “vetting of open source data” in understanding conduct issues?
There are plenty of instances of high profile individuals revealing more than they ought to about their personal lives online - remember the former boss of MI6 whose wife posted their holiday snaps on Facebook. But we now live in an age where most people who are motivated to keep their personal activities private are savvy enough to avoid disclosing potentially embarrassing information in the pubic domain. Yes, you might still find some politically risqué tweets or inappropriate Facebook comments in someone’s public profile, but is it realistic to expect to find evidence of “romantic endeavours” through a trawl of publicly available media sources?
2. Does confrontation really work?
It is understandable that when the board of BP encountered allegations about Looney, they gave him an opportunity to address the claims. This is both good HR practice and a reasonable human instinct. But it is a very dubious proposition to expect that someone in a compromising position will be open and honest when confronted. It is also notable that the reporting to date makes no reference to interviews being conducted with other people who might have had information about the allegations: it appears that the board was willing to take Looney at his word without verifying with third parties whether he was being truthful. Indeed, there is no reference to their due diligence process encompassing discreet referencing at any point. Such inquiries might not have been definitive in demonstrating truthfulness or a lack of it; however, had the board been presented with additional sources highlighting concerns about the candidate’s personal behaviour, might this have led to a different adjudication of his value to the business versus the potential damage he might cause?
3. Shortcuts rarely pay off
Due diligence processes need to be proportionate and cost-effective, so there is certainly a rationale for saying that BP might not have felt the need to be as rigorous with an internal candidate who had long-standing at the company as they might have been with an outsider. There are certainly frictions caused by extensive and time-consuming inquiries into someone’s background and track record. Yet there are greater commercial and reputational costs to not doing a thorough job the first time round. Not only has the company lost its CEO, it has also been forced to undertake much more costly investigations into how the matter was handled, diverting the time and attention of senior people from their proper roles and damaging investor confidence in their stewardship.
Human behaviour is complicated and even a comprehensive due diligence process can’t mitigate every eventuality. But the Looney case does raise important questions about the best way to go about vetting senior executives so as to avoid similar situations arising in future.
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