The ideal board culture encourages full discussion of issues, values different viewpoints and protects confidentiality.
To promote and support a strong board culture, boards should:
1. Agree on the role of the board and management to avoid miscommunication with respect to delegated authority and the board’s participation in decision-making.
2. Understand the value and the limits of constructive tension between the board and management.
3. Agree on valued behaviors that are consistent with a positive board environment, including:
• Respect for the expertise and viewpoints of other directors, advisors and management;
• Open discussion and debate;
• Consensus after engaging in full and informed discussion;
• Trust among directors and between directors and management;
• Protection of confidences; and
• Attention to time constraints and board member schedules.
4. Periodically evaluate board culture.
5. Remind directors of confidentiality obligations.