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Global boardroom speaker and trainer. Boardroom INSIDER.com publisher, governance thought leader, consultant and author, board member.

BUILDING A “BOARD CULTURE STATEMENT” (From BI for July) Any board of directors exists as the nexus of legal company paperwork.?Charters of incorporation, bylaws, share certificates, corporate records and filings… each of these paint a few basic aspects of your board as a legal entity.??But how does the board actually work together as a group, what are its behavioral norms and relations with management? Consider a board 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.?“They’re not doing this for external points, but to discuss board alignments,” observes Holly Gregory, a board advisory pro with Sidley, Austin.?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. [] This is also why a culture statement should be customized to the board’s chemistry, the good and the bad.?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). [] 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. Board evaluation quantifies such measures as interruptions, rudeness, or lack of involvement, and (with staff input) can address executive/board communication issues.?Info leaks should not just be grumbled about, but logged and recorded.?Boards can’t change what isn’t measured.? #corpgov #governance #boardsofdirectors #culture Julie Garland McLellan Stuart Pembery FBCS Sabine Dembkowski Anthony Goodman Holly J. Gregory Brendan P. Keegan Muneer M ?

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Jude Dworaczyk

Corporate Secretary and SEC Counsel at Valero Energy Corporation

4 个月

Ralph Ward Saw this picked up in the CorporateCounsel.net blog this morning. Understand the overall point, but do you have any data on Fortune 500 companies that have actually done this?

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