Remember the ethical lapses at Volkswagen, Wells Fargo, Wirecard and Enron? Then we also have the familiar instances of major ethical debacles at home. How could such debacles occur under the watchful eyes of the ultimate guardians of the organisations, i.e. the board of directors?

I share below some context for aspiring ethical directors as well as suggestions to strengthen their organisation's ethical systems and become a shining lighthouse in Bangladesh for corporate governance and ethics. By doing so, they can avoid the dire consequences of ethical debacles for themselves, e.g. imprisonment and ensure the survival of their organisations.

Disgruntled employees having access to information on organisational misconduct may expose them at any time. Furthermore, the younger generation prioritises values over profit, making them prone to expose misconduct they may come across.

Finally, in today's hyper-connected world, with prevalent investigative journalism and advanced digital forensics, whereby even deleted digital files can easily be reconstructed, any unethical behaviour can be swiftly exposed and made viral. As a result, any misconduct can spell disaster for individuals, e.g. imprisonment as well as threaten the very survival of the corporation.

As an aspiring board member, you must be responsible and accountable to all stakeholders of the business – not only the dominant shareholders. You must, therefore, guard against being used as a mere "rubber stamp" and attempts to reduce board meetings to a mere formality - to meet statutory requirements and serve the interests of dominant shareholders.

Do not tolerate manipulative tactics to control the board meeting agenda, last moment circulation of long pre-reads and rushed meetings. Feel free to ask for additional information or analysis – it is your right and duty!

Attending occasional meetings puts you at a disadvantage compared to senior management, who are more involved in day-to-day operations and have a deeper understanding of the business. As such, they, guided by controlling shareholders, may easily manipulate discussions to achieve their objectives. This is further exacerbated by some directors lacking the necessary values, qualifications and commitment.

Hence, build a strong board with ethical, experienced talent. Continually develop their competencies for effective governance and long-term sustainability. It is the combination of experience and competencies that enable board members to question and dissent logically.

Stay away from "cronies" who are willing "to sell their soul" in exchange for the fees and status of being a director. There are numerous examples of how spineless directors have, through their "bought" silence, wreaked havoc on the organisation.

As ultimate guardians, boards must establish ethical guard rails to prevent some management's profit-at-all-cost approach from going unchecked. To do this effectively, you need to consistently "set the tone" within the board, "walk the talk" and continually reinforce the importance of "doing the right thing".

Also, set up policies and rigorously implement them to address conflicts of interest among the board members. Remember that hypocrisy and ambiguity are the deadliest enemies of ethical culture. Obsession with aggressive goals can compromise judgement and ethics. As such, boards must set and continually reinforce core values by clearly communicating boundaries and consequences, ensuring goals are achievable and realistic and processes align with them.

As an aspiring board member, by taking these steps properly, you will be able to prevent major ethical lapses and pave the way for the long-term success of your organisation, thereby leaving a positive legacy.

The author is former chairman and managing director of Unilever Bangladesh Ltd