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Valued Behaviors and Strategies Form Successful Board Culture

In her latest column, Weil, Gotshal & Manges partner Holly J. Gregory examines the role of board behavior in setting a tone for the board’s culture and preventing director misconduct. Gregory specifically focuses on valued behaviors for directors as “a desirable board culture generally requires a baseline agreement regarding the conduct expected of directors.” Examples of valued behaviors highlighted in the article include:

• Respecting management’s and fellow directors’ expertise and viewpoints
• Using constructive skepticism in questions directed to management and fellow directors
• Promoting opportunities for open discussion and debate
• Listening to all viewpoints and agreeing to use self-control, as not every director can be heard on every issue
• Committing to work to build consensus on issues after an informed and deliberative process
• Developing and maintaining trust among the directors and between the directors and management
• Protecting board confidentiality
• Preparing for meetings and abiding by meeting agendas out of respect for the limited time that the board and its committees have to meet
• Periodically evaluating board culture

In addition to encouraging the board to adopt valued behaviors, Gregory also shared some strategies to prevent director misconduct, an important part of maintaining a well-functioning board. Steps to help prevent director misconduct include:

• Conducting individual director evaluations
• Periodically reviewing company and board policies with directors
• Assessing director candidates carefully
• Addressing problematic behaviors as they arise

The full article can be found here.


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