TheCorporateCounsel.net

Thanks to John for finding and sharing this LinkedIn post from boardroom speaker and trainer Ralph Ward. In it, he argues that boards should adopt a “culture statement”:

This is a group contract on how the board behaves and its shared expectations. A culture statement goes beyond such items as corporate mission or vision statements. Instead, a board culture statement is a contract on the values your board itself should model. How does it work?

A board culture statement avoids generalities, and is unique to each board. … Hot topics to cover include… directors talking over each other and bullying… going around the CEO to staff… talking with investors… how to respectfully express dissent… adequate meeting preparation and knowledge… pushing personal agendas… confidentiality. Done right, a board culture statement gives clues on your board’s individual flash points, and how you’re fixing them (which is one reason such statements are rarely disclosed to the public).

He distinguishes these culture statements from vision or mission statements and notes that they don’t necessarily need to align with company culture.

Vision and mission statements also tend to address vague qualities like respect, integrity, honesty, and other Boy Scout merit badge matters. A board culture statement “avoids nebulous concepts and translates these into concrete, observable behaviors,” notes Anthony Goodman, head of the board effectiveness practice at Korn Ferry. …

Further, while “tone at the top” matters, realize that a board’s culture can be something quite different from the overall company culture. Brendan Keegan, a noted autosports entrepreneur and long-time director, writes “it’s less important for board members to perfectly align with the organization’s day-to-day culture.” The board is a group of outsiders who meet face-to-face irregularly, the opposite of your employee structure. They have unique chemistry and practical concerns to address.

Going further, he also seems to advocate quantifying directors’ compliance with these culture statements by measuring things like interruptions, rudeness or lack of involvement, saying, “Boards can’t change what isn’t measured.”

– Meredith Ervine