How to Set Up an Ethics Advisory Board

In the face of an ever-growing array of ethical dilemmas, many organizations may benefit from establishing an Ethics Advisory Board, or EAB. While EABs are still a new concept (and they don’t always work out), they can provide very real value, offering crucial perspectives from diverse, external stakeholders on ethically fraught decisions pertaining to anything from a new product launch to a pandemic response plan.

Of course, effectively implementing an EAB is often easier said than done. In my ethics advisory work, I have helped a variety of corporate, non-profit, academic, and government institutions to establish and manage EABs — and I’ve learned a lot from those experiences. Although some aspects of EABs must be tailored to each individual organization, there are eight practical suggestions that I’ve found can help any organization looking to set up and run an effective EAB:

1. Start with a unified mission.

An EAB’s mission is to promote a strong ethical foundation throughout an organization, and that cannot be achieved by isolating specific issues or topics. Attempts to silo challenges by setting up disconnected groups focused on particular areas such as “tech ethics” or “unconscious bias” simply don’t work.

For example, a social media platform may appear to be simply a tech product, but it will likely have to deal with ethical issues ranging from bias, disinformation, and data privacy, to terrorism prevention and mental health triggers, to pandemic policy, democracy, access to education and work, national security, and beyond. Even if an issue appears to be purely technical, technology is inextricably linked to the humans who create, distribute, and use it, and so the broader ethical implications of seemingly technical decisions must be considered through the lens of a unified ethical mission.

2. Recruit diverse, external board members.

The membership of an EAB should comprise a small, diverse group of independent experts. Importantly, it should not include any company stakeholders, such as employees (past or present), shareholders, customers, advisors, or close family members of anyone in those categories. Members may include academic ethicists, policymakers, lawyers, technologists, health practitioners or researchers, financial market experts, media leaders, and any other relevant specialists. Internal representatives may be included in board meetings, but they must remain as ex-officio attendees, without voting privileges. This could include senior management (such as chief legal, compliance, ethics, human resources, or product officers); experts in a particular agenda item (as needed); and members of the board of directors (rarely and as needed).

In addition, the EAB should have an independent chair with primary responsibility for liaising with management and the Board. And finally, while members can be paid, finances must be handled carefully to avoid conflicts of interest (for example, payment could be in the form of a fixed stipend, de-linked from board reports or company metrics).

3. Clearly specify the EAB’s scope of responsibility and authority.

The EAB charter should define exactly what the EAB is — and isn’t — responsible for. EABs are purely advisory in nature, and do not have decision-making authority. The specifics can vary, but a good starting point would be to answer the following questions:

• Are there specific subject areas in which the EAB has responsibility to deliver opinions?
• Does the EAB have the flexibility to define ethics as they see fit?
• What is the expected time commitment, level of required engagement, and term limit for members?
• To what extent can or should EAB members interact with senior leaders?
• Does the EAB have the authority to hire outside advisors?
• What information will (and will not) be made available to members?
• How will the EAB’s advice be shared with management and the Board of Directors, and how will the EAB receive feedback on whether and how their advice was put into practice?

The charter should also specify areas that are outside the scope of the EAB. For example, in my view, EABs should not be involved with “vanilla” legal matters (such as fraud, export regulations, etc.), except when the law is unclear or insufficient (e.g., the status of gig economy workers). Similarly, corporate social responsibility and corporate philanthropy are distinct from ethics, and should not be discussed by the EAB unless a specific ethics question arises (such as a proposal to dismantle a CSR project that could leave a community without a vital service). In addition, it’s important to clarify upfront that EABs don’t typically review topics that are expressly the responsibility of the Board of Directors or Board committees, such as internal audits or compensation policies.

4. Develop targeted meeting agendas.

Meeting agendas should focus on specific questions, not vague abstractions. Discussions may revolve around a product in development, a troubling sales trend, a regulatory proposal that could affect the company, an acquisition’s ethics risks, employee complaints, an ethics scandal in the news that the company might learn from, etc. But EABs must not become a forum for untethered philosophizing.

In my experience, presenting abstract or overly general questions can often be a tactic — whether intentional or not — for diverting people’s attention and ducking responsibility for handling the concrete matters at hand. To address the serious, often time-critical issues that many organization face, it’s vital to ensure EAB discussions remain as focused and efficient as possible.

5. Consider diverse stakeholders.

It’s essential that EAB discussions consider diverse stakeholders’ perspectives. These stakeholders may include customers, employees, shareholders, communities, regulators, policies, and even competitors. They may also include parties that are affected directly or indirectly by the organization, such as the accident victims of a safety shortcut in a new car model, or the judicial system when AI-powered sentencing tools introduce racial bias. It is the responsibility of the EAB to think carefully about all of these voices and ensure that everyone who may be affected by the organization’s actions is accounted for.

6. Ethics reports should provide nuanced advice, not prescriptive directives.

The output of an effective EAB is a succinct report of conclusions around a given issue, emphasizing the analysis and arguments that led to those recommendations. “Yes or no” or “do it or don’t do it” advice is not helpful. Leaders need a nuanced assessment of risks and mitigation strategies, opportunities, and big-picture perspective to inform their decisions. In that vein, while individual members’ opinions should be anonymized to encourage candid debate, the weight of those opinions should be clear. For example, a report should specify whether its conclusions reflect a unanimous view, a 50/50 split, or a statement supported by only one member who felt very strongly.

To be sure, the EAB absolutely should advise on how responsibility for ethical issues should be allocated among various stakeholders. Reports should clarify which responsibilities fall with the organization, which ones regulators should take up (and how the organization should respond if regulators fail to take action), and how the organization can support its customers in making good decisions. For example, an EAB might advise a direct-to-consumer genetic testing company on strategies for partnering with regulators to improve safety and for helping customers better understand both the risks and benefits of genetic testing.

However, it’s generally best for EABs to avoid getting involved with the details of implementation. Once an ethics report has been issued, it is up to management to operationalize the EAB’s advice across different teams. For instance, if an EAB identifies the potential for ethical issues stemming from algorithmic bias in a tool for processing customer credit card data, management would be tasked with assuring that product, customer service, and compliance teams all assumed responsibility for addressing these risks.

7. When engaging with the EAB, avoid leading questions and invite honest input.

No credible members will join an EAB if they feel that it is window dressing, that the organization is simply using EAB members for a public relations stunt. One EAB I know of was told that the decision to deploy a certain product was “ironclad” and that their role was “only to comment” on the ethics — a mentality that’s unlikely to lead to success. Instead of pushing the EAB towards certain conclusions, leadership should invite honest input through open-ended questions.

Good questions to ask your EAB include:

• “What are the ethics, risks, and opportunities of X product, Y trend, or Z proposed regulation?”
• “What precautions might be reasonable to implement if we proceed with our proposed plan?”
• “Is there anything about our plan that suggests we should not proceed without further study?”
• “What are the ethics of competitor X’s decision to do Y?”

Questions to avoid include:

• “Shouldn’t we be ok if we do X?”
• “As X is already in production, can we get your sign-off?”
• “We’re not interested in our competitors’ ethics, just discuss X.”

The EAB is not a decision-making body, and its members can’t tell management what to do — but their advice does have to be taken seriously for the institution to be effective. Maintaining this balance can be tricky, but clear guidelines upfront and shows of good faith from key stakeholders are two essential ingredients to ensuring a successful EAB.

8. Bring the EAB into key decisions as early as possible.

Timing matters. The earlier the EAB is solicited, the better — whether it’s at the conception of a new product, the preliminary stages of regulatory proposals, or the first discussion of a possible deal. But even if a project is well underway, better late than never very much applies. The EAB can still be consulted after an issue comes to light, to help the company recover from a crisis or critical misstep and avoid similar problems going forward.

EABs are not guarantors of morality, and they can’t provide a crystal ball. But what they can offer is thoughtful, meticulous expertise from a diverse group of external advisors to guide a company’s most challenging ethical decisions. With the eight steps outlined above, you’ll be on your way to establishing an effective EAB — and ensuring a strong ethical foundation for your organization.