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The Recipe for Contaminated Beef? Shoddy Governance

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I interviewed an independent director of Canadian food retailer Loblaws about risk and he told me the most important risk for Loblaws that could cause a "run on the bank" (his words) was food safety. Food safety was front and centre in his mind, and each of the other independent directors and management. It seems the management of XL Foods Inc., which is owned by Nilsson Brothers Inc., has not figured this out. "Governance" does not even appear on their sparse website. Safety does, in a general way. Neither company appears to have any independent directors.

Contrast this with the other major beef processor in Canada, Cargill Ltd., which is owned by Cargill, Inc. in the U.S. See Cargill's commitment to food safety; its "ethics open line" here; its core competencies that include supply chain and risk management; and that its board has six independent directors and five managers, according to Wikipedia. (Its 2008 accountability report stated a third of the board were independent directors.)

Cargill claims to be the largest private company in the U.S. in terms of revenue. Although private companies like Nilsson Brothers and Cargill are not required to have independent directors, forward-thinking ones do. See McCain Foods here. Independent directors bring objectivity and an external perspective into the boardroom. They are honest brokers to keep an eye on management. A good independent board will not prevent a disaster but almost always will lessen its likelihood.

SLIDESHOW: KINDS OF FOOD POISONING YOU SHOULD KNOW

According to the Mayo Clinic, the most common way to acquire an E. coli infection is by eating contaminated food such as ground beef: "When cattle are slaughtered and processed, E. coli bacteria in their intestines can get on the meat. Ground beef combines meat from many different animals, increasing the risk of contamination."

The way you mitigate food safety risk is through internal controls, including segregation of duties, restricted areas, approval, records and reconciliations -- and a culture of food safety and not cutting corners. Management is inherently conflicted in assuring such controls, and internal controls cost money. This is the reason for government inspectors and, most importantly, a competent and independent board of directors to approve the control regime to begin with.

I am heading to Calgary next week to give speeches to the directors of Livestock Identification Services Ltd., as well directors of a few additional beef industry groups and one being a newly formed national beef agency called Canada Beef Inc., on internal controls and risk. I have given speeches to farmers in the U.S. and am going again to Colorado in November to talk to CEOs and director-farmers on the latest trends in corporate governance, risk management and internal controls. Good agri-businesses take governance very seriously.

Risk management and internal controls are not profit-producing activities per se. No one likes to be controlled, least of which entrepreneurial employees. However, ask yourself if defective internal controls are worth the price, in terms of reputation and financial loss. Do you think XL Foods has taken a financial and reputational hit because of the tainted beef? What about the farmers coping with a price decline? What about Maple Leaf Foods? Most importantly, what about the health and safety of customers? It can indeed be a run on the bank if consumers don't have confidence, and it can get worse unless governance checks are put in place.

See the long list of beef recalled from the Canadian Food Inspection Agency, and the update from the USDA Food Safety and Inspection Service. Recall that the American inspectors detected the tainted beef before Canadian inspectors did.

Rather than bullying the federal agency to re-open XL Foods, the premier of Alberta, Alison Redford, should insist that food safety for all Canadians (and consumers in America and other countries too) is number one. Then, and only then, should XL Foods be re-opened.

Tainted beef from Alberta seems to be a pattern. And the Prime Minister should reform the governance of the Canadian Food Inspection Agency to require independent directors and an independent chair (it appears not to have either on its website) like many other federal or provincial agencies. Maybe it's also time that some private companies that affect a broad swath of the population should have a requirement for independent directors too.

KINDS OF FOOD POISONING YOU SHOULD KNOW

Kinds Of Food Poisoning You Should Know (And Avoid)
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