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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Thanks Dave for this article - BOARD CULTURES are important play a key role in the success of the companies they serve - thanks for the mention - and keep spreading your WISDOM.
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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Much has been said and written about board oversight of corporate/organizational culture. But what about the culture of the board itself? In my latest blog, I share 7 signs of an unhealthy board culture that I've witnessed first-hand. #corporategovernance #corporateculture #boardculture #internalaudit #boardofdirectors #boardoversight https://lnkd.in/eA4JWGJa
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Effective leadership is vital for positive corporate governance and a stable operating environment. However, some individuals in leadership roles exhibit behaviors that are less than ideal. Here’s a tongue-in-cheek look at common harmful archetypes and strategies to handle them. The Obstacle Builder Behavior: Loves creating roadblocks out of thin air to hide their incompetence. Imagine a bureaucratic Houdini, magically turning simple tasks into Herculean labors. Handling Strategy: Encourage transparency and implement clear performance metrics to keep the magic tricks in check. The Gossip and Politician Behavior: Office politics is their game, and they play it with the finesse of a reality TV villain. Gossip is their weapon of choice, creating a soap opera out of everyday work life. Handling Strategy: Enforce a zero-gossip policy and provide conflict resolution training to keep drama where it belongs—on TV. The Nice Polite Saboteur Behavior: Smiles to your face while planting landmines under your projects. They’re the office’s secret agent of chaos, wreaking havoc with a charming grin. Handling Strategy: Document issues and conduct regular, honest performance reviews to unmask the undercover saboteur. The Show-Off Behavior: Thinks they’re the star of the corporate talent show, constantly putting down others to shine brighter. Insecurity masked as arrogance is their hallmark. Handling Strategy: Celebrate team successes and implement mentorship programs to show them the true path to stardom—collaboration. The Information Hoarder Behavior: Guards information like a dragon with its hoard. Their motto: "Knowledge is power, especially when no one else has it." Handling Strategy: Implement knowledge-sharing platforms and incentivize sharing to turn that dragon into a team player. The Victim Behavior: Always the damsel in distress, claiming everyone is out to get them. They deflect responsibility like it’s an Olympic sport. Handling Strategy: Encourage accountability and provide support resources to help them stop playing the victim and start playing a productive role. The Opportunist Behavior: Acts like the company’s number one fan until a better offer comes along. They’re like a fair-weather friend with a briefcase. Handling Strategy: Align incentives with long-term goals and build loyalty through recognition programs to keep them committed. Addressing Detrimental Leadership While these archetypes provide some comic relief, the impact of their behaviors is no joke. Addressing these behaviors is one of the most difficult parts when it comes to operating environment. Understanding and addressing these archetypes not only enhances corporate governance and improves the operating environment but also turns potential corporate villains into genuine heroes of organizational success.
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"Actions speak louder than words." ~ Thomas Manton ? A quick glance at the 'About Us'?section of any corporate website greets us with a carefully crafted narrative. A portrayal of how the organisation perceives itself. Inevitably, this is a world where words like Integrity, Respect, and Excellence hold sway. But how often do these organisations truly live up to the values they profess? And what are the implications when they fall short? ? Consider the infamous Enron scandal in the US back in the early 2000s. Despite Enron's public commitment to Integrity, Communication, Respect and Excellence, the reality painted a starkly different picture. The company's day-to-day operations diverged significantly from the values it purported to uphold. The fallout from Enron's collapse sent shockwaves through the corporate world leading directly to the Sarbanes–Oxley Act. ? Here in the UK we are witnessing the unfolding scandal within the Post Office. Their website boldly proclaims, "Without our postmasters, there would be no Post Office." Yet, reality has unveiled a different narrative, one marred by wrongful convictions, financial ruin, and tragically, even suicides among Postmasters falsely accused due to IT errors. (As an aside, a quick glimpse at Fujitsu UK's - the IT company at the heart of the scandal - website is peppered with phrases like "Act with ethics, transparency, and integrity.") ? This corporate dissonance begs the question: how do we ensure organisations not only articulate their values but also embody them in practice? ? Genuine adherence to corporate values begins with open dialogue. Organisations must engage in regular discussions about their core principles by integrating them into various forums, townhalls and onboarding processes. Moreover, tying values to tangible initiatives such as employee recognition programs, for this reinforces the intrinsic connection between actions and principles. ? Furthermore, empowering employees to champion these values is paramount. Establishing employee-led groups focused on key value areas enables individuals at all levels to drive conversations and initiatives aligned with the organisation's ethos. This grassroots approach fosters a sense of ownership and accountability, transcending rhetoric to drive meaningful change from within. ? In essence, the gap between corporate rhetoric and reality serves as a sobering reminder of the importance of authenticity in organisational culture. While words on a website may convey an idealised vision, it is the actions and behaviours of individuals within the organisation that ultimately define its character. After all, actions will always speak louder than words.
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Company culture and governance have a symbiotic relationship, and changes in one are eventually mirrored in the other. Good governance sets the tone for attracting executives who share the same values, and this will filter down through the larger teams they supervise, dictating the corporate culture. Similarly, creating and fostering teams where cooperation, loyalty, and openness are fostered makes guaranteeing effective governance simpler. When governance is good, the culture is good, but when governance is weak, the business culture suffers. Find out how to drive a better culture through good governance, particularly in this challenging climate. #companyculture #teambuilding ?
Is bad company culture just a lack of governance?
unleash.ai
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Corporate Governance Principles and Culture The adage “culture eats strategy for breakfast,” often attributed to Peter Drucker, was echoed in Edgar Schein’s 1985 assertion: “culture determines and limits strategy.” While these management theory and organisational psychology pioneers envisaged culture from distinct perspectives, they both championed an integrated approach to culture, strategic change, and leadership. They believed these elements are deeply interconnected and influence each other within an organisation. Australia’s ASX Corporate Governance Principles are currently undergoing consultation for the 5th edition. Notably, the draft Recommendations further clarify Boards’ role in the approval and oversight of organisational culture and its alignment with each of the entity’s purpose, aspired culture (values; code of conduct), strategic objectives, risk appetite, and external operating context (laws; standards; key stakeholders). For organisational culture to ever be in alignment, Board approval of an entity’s purpose, aspired culture, strategy, and risk appetite must also consider their interdependence internally and with the external operating context.??All too often, the root cause of significant reputationally-damaging events stem from strategic aims that inadequately factor execution capability (culture), and risk-taking capacity. The idea of interconnectedness, championed by Drucker and Schein, continue to be relevant today.
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The Enigmatic Essence of Core Values: A Whizz Popping Exploration (Part 2) So, what are core values ??Core values are the values that guide all of your actions.?They are the values that truly make the organisation stand out.?They are what guides organizational culture and behaviors. So a clear, defined set of values with model behaviors is the first step.?I think most people get this.?The problem is that there are these other values – what I like to call permission to play values – that confuse things and delude the meaning of our core values.?These “permission to play values” are minimum standards of behaviour. They may or not be important but they do NOT differentiate the organization. So, should integrity be a core value ??If you ask me, if you have to write Integrity and/ or Honesty on your corporate wall, you have much bigger problems ! Do you really need to be reminded NOT to hire people who are dishonest ? Okay, okay if you’re like the Boy Scouts or the Girl Guides then yes, maybe.?But otherwise, no !?But Ms. Whipple says, very sternly “Well we just have to put it down because people are going to think we don’t have it if we don’t put it down as one of our core values !”. Jokes aside, Enron listed Integrity as one of their core values. I say don’t even put it down. I say its permission to play – we are not going to hire anybody who cheats, lies, intimidates, coerces, does not respect other people etc.?It’s important, but it’s a minimum standard that we are going to screen for, and hold people to, but it’s not what differentiates us from the rest. If it’s going to truly make you different, you need to be prepared to have great costs associated with it. Will you do things that may hurt your business because that’s what a core value is e.g. You will not abandon it for any monetary benefit. Ms. Whipple was squirming in her chair feeling very uncomfortable as all she and Core Values Inc had worked on, amidst the swirling sea of brainstorming sessions and team-building exercises, (and God knows how much time and costs were incurred) actually provided a set of core values that were so fantastically lack luster, and were confusing to employees . ?Finally Ms. Whipple stood up and in her squeaky voice asked “So what should be do then to make this better ?” For this stay tuned for Part 3.?I’d love to receive feedback and comments.?Impressions are good, but comments/ feedback will be great. Have a great day everyone. P.S. Part 3 will be a lot less fantastical and more grounded in reality in what I actually did in another organization.
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?? When Companies Resemble Feudal Baronies: The Pitfalls of Corporate Silos ??♂? In the world of modern business, where everything supposedly runs on innovation and open communication, it’s quite ironic—actually, let's say absurd—that many companies transform into medieval fiefdoms once they hit a certain size. Enter VP Steve*, who retools a faltering department into a well-run keep—a keep he controls, and therein lies the catch. Now, let’s imagine you have a groundbreaking idea. Naturally, you think, "Steve's lot should hear this; they'd be keen." But you are not part of Steve’s keep. Just getting their attention can be a challenge. You feel like you are yelling up at a wall. Once you do, his team, eyeing their own ascent to power, would rather pilfer your idea and slap their own label on it. So, what do you do? You skirt around them entirely because who needs the headache, right? Here’s the kicker: as companies balloon in size, no person can oversee the entire operation. Decisions must be swift, democratic, infused with a range of perspectives. Yet, more often than not, what we see is the rise of mini kingdoms like Steve’s, each operating in its own bubble. This leads to a fragmented company, a diluted vision, and leaders like Steve, who focus on their own domains at the expense of crucial areas they know little about. The fallout is dramatic: the company suffers, its customers suffer, and when the inevitable problems arise, it's a festival of finger-pointing. Without a foundational culture of collaboration—instilled from the start and nurtured—companies flounder, unable to launch initiatives or reach significant milestones. Many of us have seen this play out. Some of you might be living this corporate soap opera as we speak. The real trick is spotting these problems before they metastasize, especially when everyone’s busy singing the praises of these feudal lords, whose departments run smoothly but at the expense of broader organizational harmony. Here are a couple of ideas to break the cycle: ???? Cross-Departmental Shuffles: Rotate staff through various departments; this helps break down silos and expands understanding across the company. ?? Promote Transparency: Push for a culture where communication flows as freely as possible. Transparency is key to dismantling the high walls of corporate silos. It’s fine to have group messaging, but when the main channel goes silent or is limited to general fluff, there is a problem. ?? Make Collaboration a Project: Set up a team from diverse departments tasked specifically with enhancing company-wide cooperation, a kind of Round Table, if you will, focused on collaboration. By tackling these feudal practices head-on, companies can foster a spirit of collaboration that aligns with their grand visions, benefiting everyone, not just Steve’s bunch. *Made up name, substitute for your own Steve. #Leadership #Innovation #CorporateCulture #BusinessStrategy #Teamwork #AMF
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Some lessons from my early school years have stuck with me a lifetime. Remember that lesson on "superlatives?" Superlatives are of course words and phrases that express the highest degree of something. They typically compare three or more items, and are used to show something is at the *top level of quality, quantity or state. So what? Well most of us agree that language and words matter. How often do we follow that agreement to its logical conclusion? I found this article interesting in that it seems to take "words matter" to heart with regard to the term "best practices." "Language is crucial to #leadership. A single word or phrase can change the tone of an entire statement, and thus, the message employees take away from it." "Therein lies the issue with the term best practices. “Best” doesn’t leave room for flexibility and conversation. “Best” implies there’s only one solution or set of solutions to a problem, and that those solutions should remain unchallenged." So then, the author's proposition is to swap "best practices" with a term that fosters a #growthmindset, and leads with #humility. The argument is that a term like "promising practices" fits the bill. I'd be the first to admit that despite my love for alliteration, this doesn't quite roll off the tongue. I do agree in part that the word promising feels more like an invitation. "It doesn’t say, 'We’re going to come up with what we think is the right solution, then never change it,' but, 'Let’s work together to find the most promising solution for right now.'” In addition to fostering more of a growth mindset, the article details a few reasons to adopt an environment of promising practices. Some of them are quite compelling actually. Does this mean best practices will be unwound from my own corporate lexicon? I'm not sure yet, but I do contend that we should be thoughtful about the words we use, when we use them and what they convey about the ideas we hope to communicate. At the end of it all, just how many practices can be "best" anyway? In conclusion, the author states well: "When we free ourselves from the idea that there is only one “best” for everyone, we can create more inclusive cultures that harness our employees’ full potential." Of course one could argue that when we say "best practice," we don't mean the best *like that. What do you mean if and when you say it? What are your thoughts on the shift proposed here? I'd love to hear different perspectives, if you're willing. Anway... Welcome to Monday, ya'll! #Communication #Language #RedemptiveLeadership
Why it's time to stop saying 'best practices'
fastcompany.com
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In my book, The Culture Driven Organization (https://a.co/d/gWOzAVe), I make the case for choosing the “Highest Ethical Standards” as the bedrock of an organization’s Core Values, rather than the standard “Ethics” or “Integrity”.??Please share your thoughts in a comment below. “Highest Ethical Standards? When a new CFO at one of the companies I worked with emphasized ‘Highest Ethical Standards’ as a top priority, it raised a thought-provoking question: does this imply the existence of multiple levels of integrity? This was a concept that had not occurred to me before. While I had always perceived things as either ethical or not, the term ‘highest ethical standards’ brought forth a new perspective.? When considering the possibility of multiple levels of integrity—ranging from the lowest being ‘legal,’ then a higher level termed ‘acceptable integrity,’ and finally the top one denoted as ‘highest integrity’—the crucial question arises: why opt for the highest standard? Why not settle for the lower or medium levels? This prompts a deeper exploration into why organizations should set the bar at the highest level of integrity.? In my observation, individuals who gravitate towards the lowest or medium bar often seek a more convenient, though not necessarily easier, route. These lower-bar approaches are sometimes referred to as ‘levers.’ For instance, in financial reporting, some might find it acceptable to pull these ‘levers’ to attain the desired earnings. In their perspective, without employing these levers, the company may struggle to achieve its objectives or face greater challenges in doing so.”? “Choosing the ‘highest ethical standards’ is crucial because it represents the best an organization can strive for. This choice avoids compromising on principles and emphasizes a complete commitment to integrity. While recognizing that perfection is unattainable and mistakes can happen, the Philosophy is to start with the highest standards, as accepting anything less might gradually normalize lower ethical expectations.” Cultivate Culture LLC #leadership #workplacewellness #employeeexperience #culture #workplaceculture #cultureatwork #corporateculture #theculturebuilders #culturematters
The Culture Driven Organization: How to Create Your Desired Organizational Culture and Sustain It
amazon.com
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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?