UnitedHealth Group, by its own admission, backdated stock options. They made it a practice. In fact, of the 29 option grants that took place from 1992 to 2004, 27 were granted on the days with the first, second or third lowest quarterly stock price. Besides the manipulation of the stock option grant dates, there was complete and total breakdown of HR responsibility, which the WilmerHale Report said, “[HR professionals ] should have known the rules governing stock options.” (Do yourself a favor if you’re in Comp or compensation consulting. Download the WilmerHale Report here and read it cover to cover. Page 13 is a summary. If it doesn’t make you gasp, then you should quit your HR job and go on the World Poker Tour.)

McGuire will be leaving his job as CEO. So will William G. Spears, a board member and chairman of the compensation committee, who reportedly had a separate financial arrangement with Dr. McGuire and managed some of Dr. McGuire’s assets. David J. Lubben is stepping down as General Counsel. With all this in mind, the Board still managed to “thank” Dr. McGuire:

The Board expressed its appreciation for the extraordinary contributions made by Dr. McGuire over the past 15 years. [Snip] The stock price of UnitedHealth Group rose by almost 8500 percent, more than 30 times the growth of the S&P 500. The employees, shareholders and customers of UnitedHealth Group have all benefited from his leadership, energy and vision.

It’s okay to do the wrong thing as long as the stock price went up? BS. Or, after you get caught, it’s all okay as long as you agree to reprice your options to higher strike prices? Double BS. It’s not really doing the wrong thing if you beat the S&P by a mile? Stone BS.

I do think there are five things United Healthcare should say to its employees:

The New (and Improved) UnitedHealth Group Code of Conduct

1. It’s never okay to make an unethical decision just because it will increase profitability or our stock price.
2. If you wonder if a decision is questionable, it probably is. Bring it up. Scream it out loud. Silence is not golden, it’s complicity.
3. If you wonder what your grandmother would think, then it’s not right.
4. Doing good can be done by doing right.
5. Because they told me to doesn’t work when you’re five, and it sure doesn’t work here.

As with many things, I could be wrong. But I think the Board of UnitedHealth Group has a long way to go to make this right. They’re starting by exercising fiscal control now, and are appointing a Chief Ethics Officer and Chief Administrative Officer. Good. But they need to start by telling every single one of UnitedHealth Group’s 55,000 employees that he price of questionable ethics is infinitely higher than any rise in the stock price.