The Ginni Thomas controversy's impact on corporate governance:
For example, some corporate conflict of interest policies extend the key concept of “covered person” thereunder to that person’s family members—either directly, or indirectly through the conflicts questionnaire. Under such application, the various financial relationships of an officer or director’s family members are to be evaluated consistent with the conflict of interest policies. A spouse’s interests typically draw more attention than those of another family member.
However, an increasing number of boards are recognizing the potential for outside personal activities of their directors—and potentially their family members—to create significant ethical and reputational challenges for the company. These boards are working to resolve the best approach to dealing with such concerns—including whether to formally address them in the conflicts of interest policy or through some other protocol .
On the other hand, there are concerns that excessive focus on spousal or other family member activities could be gender-insensitive, or a contrivance used to attack the director. In addition, regular review of spousal/family member activities could hinder the company’s director recruitment and retention efforts. Current and potential directors might be reticent to be associated with a board that might “play tough” with the interests and activities of their family members.
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