There are numerous ways to define a board's culture. A board's culture consists of written or unwritten rules that guide and influence the relationships between board members and, as a result, influence board decisions.
Spencer Stuart has described these rules as "mindsets, hidden assumptions, group norms, beliefs, values and artifacts (such as the board agenda)." Board culture has also been described as "powerful norms derived from shared values that influence behavior." And Herb Kelleher, the former chief executive officer of Southwest Airlines, characterized culture through a simple culture observation: "what people do when no one is looking."
Board culture has also been described as "powerful norms derived from shared values that influence behavior." And Herb Kelleher, the former chief executive officer of Southwest Airlines, characterized culture through a simple culture observation: "what people do when no one is looking."
Boards assess and improve board culture by defining what culture means, studying failures, setting healthy norms, using AI to strengthen preparation and addressing common oversight questions.
This guide covers:
More formally, the NACD Blue Ribbon Commission defines board culture as “the shared values, beliefs, assumptions, experiences and expectations that influence behavior in the boardroom and manifest themselves in board norms, protocols and practices,” and the EY framework names information flows and board culture as foundational levers that consistently shape performance across every other domain of board effectiveness.
Unfortunately, it is often easier to spot board cultures that are wanting.
The Galaxy Note 7 was recalled after batteries caught fire, a failure Forbes traced to operational shortcuts taken because “Samsung pushed the envelope in terms of hardware design...”
Company engineers installed defeat devices designed to make some of its automobiles appear to be in compliance with the Environmental Protection Agency's emissions test. Forbes put the cost to the company at more than $15 billion in damages. A healthy culture asks whether directors are receiving enough operational detail to challenge the assumptions behind major product, compliance and safety decisions.
Beginning in 2011, employees under pressure from aggressive internal sales targets opened accounts customers had never authorized, and customers were charged fees for accounts they didn't know they had. Forbes counted “about 1.5 million accounts and another half-million credit card accounts...” That example turns incentives and customer-impact reporting into board-culture questions. Directors should ask whether incentive structures and risk reports, including whistleblower signals, are reaching the board before misconduct scales.
Boeing, Silicon Valley Bank and FTX each exposed information gaps that reached the board.
A Harvard Law School Forum analysis found that Boeing's board “lacked basic mechanisms to oversee aircraft safety”: Safety was not a regular agenda item and there was no standing safety committee before the 737 MAX crashes. Boeing initially agreed to plead guilty to criminal fraud conspiracy, per a Reuters report. The case was later resolved through a revised Department of Justice agreement that expanded compensation for crash victims, per another Reuters report.
The Federal Reserve review of the bank's 2023 collapse found that “the full board of directors did not receive adequate information from management about risks and did not hold management accountable,” and that the board “put short-run profits above effective risk management.” The FDIC later sued multiple former executives and directors for gross negligence and breaches of fiduciary duty, per a Reuters report.
Newly appointed CEO John J. Ray III said in a court declaration, “Never in my career have I seen such a complete failure of corporate controls and such a complete absence of trustworthy financial information as occurred here,” per a Reuters report. Founder Sam Bankman-Fried was convicted and sentenced to prison, per the Department of Justice.
Boards should map mission-critical risks into committee-owned agenda items with clear escalation protocols so directors can see whether management is surfacing the right information, and whether the board's culture rewards early challenge before a risk becomes a crisis.
It's difficult to imagine that a healthy board culture would have allowed these incidents of corporate malfeasance to develop. One of the board's primary roles is to provide the company with long-term perspective as a counterbalance to the short-term 'quarterly earnings' pressure that the CEO often faces. The 2025 U.S. Spencer Stuart Board Index describes independent board leaders as those who “shape culture, ensure engaged and constructive participation, and sustain the board's focus on long-term value creation.” Because boards meet infrequently, “board cultures tend to evolve slowly” unless a crisis, shareholder pressure or corporate restructuring through merger or significant acquisition intervenes.
Many factors contribute to an effective board, and no board wants to become so rigidly defined as to lose necessary flexibility. And yet successful board models can offer guidance. Growth-stage and pre-IPO boards are often setting these norms for the first time, and the NACD Blue Ribbon Commission recommends that a board assess the culture it actually has and then intentionally define the desired state. Before its first full meeting cycle, a first formal board or an IPO-readiness board can decide which behaviors it expects in the room and who owns the agenda. Spencer Stuart has identified four models:
Most boards will determine that they operate with some blend of these four characteristics. Boards should regularly ask how their blend is working and whether it may be time to place more emphasis on one or more of these governing types. Spencer Stuart's 2025 Board Index frames culture as an asset that helps boards stay cohesive, think clearly and act decisively under pressure.
Many considerations apply when selecting a new director. Often, subject matter expertise becomes the primary focal point. For example, today's boards are more frequently seeking directors with cybersecurity expertise as they come to terms with this growing threat. The Conference Board reports that disclosure of cybersecurity expertise on S&P 500 boards grew from 15% to 27% since 2021, and from 8% to 17% in the Russell 3000. Cyber expertise is a useful signal, but a skills matrix is not a culture strategy. Before adding another technical credential, boards should define how the new director is expected to challenge management and improve peer education and risk dialogue.
AI has moved onto candidate specifications faster still. Spencer Stuart's nominating and governance chair survey found 73% of committee chairs deem AI the most important digital expertise in 2026, up from 33% in 2025. An EY analysis found 44% of companies now mention AI in director qualifications, up from 26% in 2024. A new technical credential should change board behavior by shaping peer education and the routine questions directors use to test management's assumptions — a board that cannot answer those questions may be adding credentials without changing oversight, since a qualifications search screens for a skill but says little about how a candidate will behave once seated in the room.
Often, strong financial experience is a desired component. Boards are also paying more attention to diversity in the selection process to better reflect societal norms and the customer base constituency. Boards may look less often at temperament in a candidate and how a director can change the board's culture. One of the frequent criticisms of boards has been a preference for "getting along" at the expense of perhaps necessary conflicts that challenge complacent thinking. Harvard Business Review warns that boards often confuse collegiality with alignment, which can produce delayed decisions and superficial consensus. Activist board members, those focused upon changing the status quo, if that is essential to addressing current challenges, may be necessary even if the relative camaraderie of the boardroom is disrupted.
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If a board desires to shift its focus to encourage aggressive challenges to past approaches or to take a more deliberate approach to risk assessment, for example, it can do so by establishing a process to incorporate these approaches into committee assignments or a specific agenda. Directors often want this shift because fewer presentations and more deliberate time for company strategy can change the quality of discussion.
The board chairperson has an often untapped capacity to reinforce or change a board culture, largely through control of the meeting agenda. If the board needs to become more inquisitive, the chair may reduce the time devoted to operational reviews to leave time for exploring alternatives. On a board that has decided to become more disciplined, the chair can direct a change in the board materials and build more structure around discussion topics. Spencer Stuart also points to the chair moving “topics requiring the most board focus and energy earlier in the agenda.
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Individual directors need to take responsibility for encouraging the desired culture, too. The board should be direct in educating its members about the importance of its culture and schedule discussions to assess the culture best suited for company goals. As individual directors learn more about the board's culture, each should also be encouraged to offer candid feedback when they feel that the board has drifted from its cultural goals. Directors may feel initial discomfort, but they should understand the value of being willing to challenge others' behavior if it appears contrary to a board's culture. The NACD norms tool recommends boards define expected and unacceptable behaviors, with mechanisms to address unresolved disagreements.
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Defining norms and improving agendas give directors a practical foundation for stronger culture. Composition reviews help test whether the board has the temperament and skills to sustain it. Boards then need to make those practices repeatable across every meeting cycle, especially when materials are dense, risks change quickly and directors have limited preparation time. Technology can help boards turn cultural expectations into consistent preparation, challenge and follow-through.
Directors need reliable information and enough time to examine it. The boardroom culture also has to reward challenge. AI-supported governance tools can make those expectations more consistent across meeting cycles.
Diligent Boards supports that work by helping boards prepare materials and review risk language. It also helps directors enter meetings with stronger questions. For growth-stage companies, Smart Builder can reduce the manual work of assembling documents, PDFs, spreadsheets and presentations into a first draft of the board book. That matters when lean teams need professional materials without slowing the business.
According to What Directors Think 2026 by Diligent Institute and Corporate Board Member, many directors want fewer presentations and more time for planning on company strategy. Boards can also pair preparation tools with board education programs and board questionnaires, built with templates from the Diligent Institute and law firms, to make culture assessments more structured and repeatable.
Strong board culture is maintained meeting by meeting: through clear norms, candid challenge, reliable information and directors who take responsibility for the quality of discussion. A board should always be aware of its culture and its cultural goals. That self-awareness helps the board modify its culture in response to sudden and significant change, such as a company restructuring or change in leadership. Boards strengthen culture by reviewing norms and agendas, then testing whether information flows and director behavior support the board's goals.
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The NACD Blue Ribbon Commission identifies red flags including a “constant crisis stance,” rubber-stamping of management decisions, crowded agendas that prevent deliberation, marginalized dissenting opinions and factions that create an “us versus them” dynamic. Spencer Stuart points to lack of trust between the board and CEO, disruptive or disengaged directors and poor decision-making processes as the most common sources of dysfunction. The Corporate Directors Survey from PwC reports rising dissatisfaction among directors with the performance of their boardroom peers.
NACD guidance suggests a dedicated board culture discussion every one to three years, as a follow-up to the regularly scheduled evaluation. PwC assessment guidance advises that the most effective board assessments are conducted annually, with a third party involved periodically to encourage candid perspectives.
The NACD states that “culture is a shared responsibility, and while each director plays a key role, board leadership is the primary culture carrier for the board.” Where the chair and CEO roles are combined, the lead independent director plays a significant role in shaping the board's culture.
Board culture and oversight of company culture involve different duties. The board's own culture governs how directors engage with one another and with management, while oversight of company culture concerns the enterprise itself. A Harvard Law School Forum on Corporate Governance post explains that defining and embedding company culture falls to management, while the board sets the ultimate tone at the top through the way it prioritizes and oversees the company's culture and through the composition, dynamics and culture of the board itself.
