Corporate directors group offers 10 recommendations for strengthening boardroom culture

• The National Association of Corporate Directors issued recommendations for strengthening boardroom culture.
• The 10 pointers are the result of the work of a blue ribbon commission led by former United Airlines CEO Oscar Munoz and veteran corporate director Mary Winston.
• The NACD noted that boards need highly developed cultures with firmly established behavior norms and values to promote trust, candor, inclusion, confidentiality and accountability.

A rise in shareholder activism and regulatory demands has forced company boards to adapt — and fast.

That's why the National Association of Corporate Directors spent the last six months examining the role that culture can play in a board's success.

Led by Oscar Munoz, former CEO of United Airlines, and Mary Winston, a director at Acuity Brands, Chipotle, Northrop Grumman and TD Bank Group, the NACD Blue Ribbon Commission drafted a collection of recommendations to help boards strengthen their culture and performance.

"Boards have long expected management to take ownership of the values, beliefs, behaviors, and norms that make up the culture within an organization," Munoz said in a statement. "Now, it's time for directors to turn inward and embrace that same sense of ownership — but of their own boardroom culture."

The NACD noted that boards need highly developed cultures with firmly established behavior norms and values to promote trust, candor, inclusion, confidentiality and accountability, especially at a time when companies are looking to diversify their membership, meaning more first-time directors are entering the boardroom in higher numbers.

Here's what the NACD recommends:

1. Assess current board culture and intentionally define the desired state.
2. Agree on behavioral norms that support a clear delineation of board and management authority.
3. Periodically diagnose and, when needed, refine board culture to ensure it is fit for purpose in a dynamic business environment.
4. Clarify the roles and responsibilities of designated board leaders in reinforcing (and changing) board culture.
5. Assign primary ownership of board culture-related processes to the nominating and governance committee.
6. Build inclusive recruitment and onboarding practices to effectively integrate new directors into the boardroom and its culture.
7. Ensure that board evaluations assess the performance and behaviors of individual directors and their roles.
8. Commit to addressing unhealthy behaviors and dynamics (group and individual), including problematic directors.
9. Destigmatize the decision of individual directors to leave a leadership position or to off-board.
10. Strive for consensus in key board decisions but recognize the value of rigorous debate.