When looking back at the evolution of governance over the past 20 years or so, there’s been an interesting and marked progression from a structural focus in the early days to a recognition that board work processes have a significant impact on good governance.  More recently, there’s been a recognition that board culture is the third, and perhaps most important, leg of the governance stool.

Association board culture really speaks to the group dynamics and boardroom behaviors among directors and with management:  the free expression of ideas and issues, the trust and confidence among directors and with management, and a collective focus on the organization’s mission and vision in the decision-making process.

The basic fiduciary requirement that directors act in the best interests of the corporation and exercise a duty of care is often viewed in legal terms.  Similarly, director independence has been defined in terms of structural perspective with respect to management.  Both have significant behavioral and board culture implications that trump any legal or structural requirements when it comes to board effectiveness.

Rather than defining director independence in terms of an individual’s relationship with management, real, or behavioral independence, is more about a director’s ability to exercise meaningful oversight and holding management accountable, without sacrificing the ability to also partner with management to help the organization deliver on its goals.