Moderator – Robert C. Gross, President NACD Utah, Summit 2023 Co-Chair
Panelist – Jarvis Hollingsworth, Vice Chair, Irradiant Partners; Director, Core Scientific, Vital
Energy, Memorial Hermann Health System, Teacher Retirement System of TX, NACD TX TriCities Chapter
Panelist – Kirthiga Reddy, Cofounder and CEO, Virtualness; Director, Athena Tech II; NACD Blue
Ribbon Commissioner 2023
3. We’ll be fighting the wrong war if we simply tighten procedural
rules for boards and ignore the pressing need – to be strong,
high-functioning work groups whose members trust and
challenge one another and engage directly with senior
managers on critical issues. The key to better corporate
governance lies in the working relationships between boards
and managers, in the social dynamics of board interaction, and
in the competence, integrity, and constructive involvement of
individual directors. (Jeff Sonnenfeld)
The report defines board culture explicitly. (BOARD CULTURE DEFINITION)
As boards move towards intentionally defining and reinforcing their agreed upon culture the report highlights a variety of factors that can influence board culture:
Explicit and implicit rules
Norms of behavior and interaction
Leadership styles (board chair, lead directors, committee chairs, CEO)
Compliance and ethics policies and values
Compensation
Recruiting, selection, onboarding, and succession planning processes
Processes for agenda setting, prioritization, and decision-making
Types of meetings (virtual, in person, or hybrid)
Communication and information flows
Individual styles (diversity, backgrounds, biases, etc.)
While this can appear like a long list of factors many of these factors are already addressed in regular board operations, and the report details how boards can thread cultural considerations into board operations to not overburden the board in monitoring its own culture.
Doing so can pay big dividends in overall board performance and the report highlights the number of positive impacts a strong board culture can facilitate
REVIEW STRONG BOARD FACILITATES TEXT BOX (CAN ALSO SEEEK AUDIENCE FEEDBACK HERE WHERE AN AUDIENCE MEMBER MAY HAVE WITNESSED THESE IN THEIR BOARDROOMS)
PIVOT TO NEXT SLIDE
So how would a board strengthen and build a robust high-performance board culture?
To answer the Commission identifies 10 recommendations across three categories where boards should focus on building a strong board culture
It’s important to note that these recommendations both work together and reinforce each other but can also be addressed independently given the board’s needs and current cultural context
Perhaps a board is just starting their board culture journey after having not discussed it intentionally (start at step category 1)
Maybe a board is experiencing tension between members or has existing cliques or silos? (Can use the report’s category three for addressing major fault lines)