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Board decisions concern large amounts of resources, and impact people within the organisation as well as external stakeholders. This means board directors wield tremendous power. It is key, therefore, that they adhere to a culture underpinned by fundamental values. In turn, they need to uphold board values, and ensure that their behaviour reinforces the board culture.

Along with their power, board members must accept and embrace their responsibility toward the company they serve. This requires having total clarity regarding their role, and the conscientiousness to perform it to the full. Directors need to acknowledge that the board has a duty to oversee the organisation's success. It must also supervise risks that are important for the organisation and impact employees and their families, customers, and society as a whole, often into the next generation.

Accountability is another key value. Board members must be prepared to explain and justify decisions that have been taken, and to be answerable to the company's stakeholders. Being a board director also requires moral authority – the adherence to a set of principles founded on a correct course of action.

Finally, while diverse opinions and constructive dissent need to be heard in the boardroom, it is essential that directors embrace the ‘one-voice principle’ once a decision has been taken. In other words, they must fully respect the decision and support it within and outside the boardroom. This voice is usually expressed by the chair (although it may not necessarily represent his or her private views).

A board's values set expectations regarding directors' behaviour, and also define what is unacceptable in this regard. Directors should demonstrate independence and integrity, and be committed to enhancing their own knowledge through external support and continuous education. Discussions should be characterised by equal participation and mutual respect, as well as openness and constructive dissent. Zero tolerance for imprudent, unlawful, or unethical behavior must also be embedded in board culture (see Figure 3.1).

Specific expectations regarding a board member's contributions and responsibilities may vary, partly depending on whether he or she is an executive director, independent director, or a shareholder or employee representative. An independent director of a publicly traded company has different responsibilities than an owner representative and full-time employee on the board of an oil and gas joint venture, for example.

Figure 3.1 Reinforcing Board Culture

Nonetheless, all directors need to successfully fulfil their two mandates: the duty of care, whereby they undertake their role and responsibility with care, diligence, judgement, and skill; and the duty of loyalty, or putting the interests of the company and its shareholders ahead of their own. Board members therefore need a combination of core attributes, including relevant skills and competence, a detailed knowledge of their legal responsibilities, and dedication and focus.