Your Board of Directors can have appropriate policies and procedures and yet not be providing effective governance for itself and your organization. You can have the correct number of members, good committee structure, members with a sufficiently diverse competencies, and ethics and conflicts of interest policies, and even a mix of inside and outside directors. However this does not guarantee that your Board will deliver on its governance responsibilities.
These polices and procedures provide an important framework for Board functions. However, how your Board members see their roles and interact with each other, i.e. Board culture, is very important. And a productive Board culture will also positively affect the culture of your organization.
An effective Board culture should embody the following characteristics:
- Taking responsibility, individually and as a group, to positively manage its internal relationships and dynamics.
- Open, candid and respectful discussion and debate, including:
- Tolerance for differing viewpoints
- Valuing respective expertise and perspective
- Strong interest in hearing dissenting and varied viewpoints.
- Freedom to challenge one another’s assumptions and conclusions
- Ethical behavior demonstrated by honesty, fairness and respect for others
- Accountability for one’s actions.
- Willingness to transparently confront and grapple with organization problems.
- A commitment to actions that is focused on what is in the organization’s best interests.
- An understanding that negotiation is important to a successful Board.
- Management can deliver bad news and the Board will listen even if they don’t like what they are hearing.
- Willingness to measure its own performance and measure its effectiveness – of each Board member and as a group.
Board Chair and Tone at the Top – of the Board. Your Board Chair has a key role in establishing and maintaining a productive Board culture. The Chair should explicitly communicate, and personally demonstrate, the above principles.
Michael VanBruaene was a KPMG Director and blogs at www.AdvancingYourOrganization.com. Practical Tools To Improve Organization Performance