Starting the Dialogue on Board Culture: A Discussion Guide

The 2023 Blue Ribbon Commission underlines that a healthy board culture is a critical determinant of strong board performance. Boards can use this tool to examine their current culture—the shared values, beliefs, assumptions, experiences, and expectations that influence behavior in the boardroom and manifest themselves in board norms, protocols, and practices and identify gaps hindering the board.   

Since the board’s own dynamics and norms and the quality of the board’s relationship with management are deeply connected, boards should also explore the board’s relationship with management.   

Instructions: 

• Determine when to discuss the board’s culture. Boards may consider conducting an off-site retreat to dedicate full attention to this activity. This exercise is particularly important when a board is confronted with persistent challenges to its dynamics, including the erosion of trust and respect among board members. 
• Determine who will lead the discussion. Boards may engage a third-party facilitator to offer an objective and fresh perspective; this can be especially useful for boards with significant dysfunction. 
• Prior to a discussion, distribute pre-reading materials including, for example, educational pre-reads, the most recent board evaluation results, any relevant corporate values and ethics documents, and questions to encourage self-reflection in advance. 
• This tool can be used at the following times:
  • During a dedicated board meeting to frame a discussion of the board’s culture
  • After a major event such as a change in leadership (board or CEO); after a merger, acquisition, or restructuring; or after a corporate emergency to reassess or reestablish culture
  • In the follow-up from the board’s regularly scheduled evaluation, every one-to-three years