Establishing Cultural Norms and Behaviors

The board is responsible for developing its own culture of trust, respect, and openness, and that culture is in large measure a product of accepted behaviors among directors. Periodic consideration of the behaviors expected of directors, the behaviors that are unacceptable, and mechanisms for addressing unresolved disagreement helps shape the positive board culture that is central to board effectiveness, especially in times of volatility and crisis. 

Instructions: This tool can be used by boards to establish or reassess cultural norms and agreed-upon behaviors for directors in their interactions with one another and with members of the company’s management. As part of this exercise, the board chair, lead independent director, and/or nominating and governance committee chair should seek input from all directors and the management team to arrive at agreed-upon expectations.   

Board culture is reflected in how directors engage with one another and with management, the candor with which differing viewpoints are raised and deliberated, and the ability to agree on priorities and reach consensus. A collaborative board that fosters trust and creates an environment for candid deliberation and assessment of corporate opportunities and risks will be better prepared and positioned to manage transitions, withstand stress, and navigate crisis.