You need to avoid factions, you need to avoid the presence of people having power & control. You need to be operating in the best interests of the company & the shareholders. Once you make that the foundation, everything else will fall into place and add more strength & efficiencies.
Board Training & refreshers. Essential
Director Assessment Programme. Essential.
Essential to see which Directors have which skills and which skills are lacking in the board overall. This helps the Director Education Scheme (or whatever you want to call it) to work well, add strengths and skills to the board & the individual directors.
Chair, Board & CEO Assessment. Essential
I've seen these as simple as a short checklist a different director each meeting fills out by ticking boxes. Goes back to the chair for consideration and councilling where required.
The Governance Line, knowing it. Essential
Every entity is different. The local company that runs your Bendigo Bank will have a different Governance Line than the local footy club committee or Wesfarmers. Most community companies that run a Bendigo Bank branch are generally an entity of locals running a franchise from the Bendigo Bank. That company & its directors owe their fiduciary duty to their shareholders, not Bendigo Bank. They will have a Chair but probably not a CEO and in some cases the local Bendigo Bank may not have a Manager. That governance line will differ from say Wesfarmers that has a more organised structure with directors on the board doing board business and executives who do day to day things and answer to the board.
There is no one size fits all, they vary and its accepted that you have the Governance structure/line that most reasonably suits your entity whilst adhering to law.
Still not sure, spend money, buy advice.
Secession Planning. Essential
Do not fall into the trap of having "Brezhnev directors" or a "Brezhnev chairman" that is, one who's running the entity and will be there until they physically cannot do it any longer. First two boards I was one were a little shocked when I said I'd probably not be on the board in 3 to 4 years time. By then I will have taken the board to the level they wanted of me & I'd begin looking for a someone with the right skills to fill what's missing or help the board steer the next move. Engineering my own obsolescence struck them as unusual, but when the time came for me to resign I had already put together my view on what the board needed now, what skill set. It worked really well. Both those first two were converting governance structure from a heavily committee based structure to a proper full blown board. Within 2 years we found areas we need for the next stage & I left but stayed in contact & gave my opinion if I was asked.
There's other essential house keeping matters that many entities get less than perfect. The Chair & the CEO have the most important relationship in the company. That's the usual first meeting point of board & management but they also put together the meeting agenda. Directors may put in their 2c worth and should but its the Chair/CEO domain to actually do it. Hope your board papers arrive in a timely fashion, that they have all the required information, that there's enough time to request more information BEFORE the board meeting. DO NOT miss the chance to be 24 carat gold on the aspect of out of session work & never let matters get dumped on you at board meetings with no warning as this leads to ambush decisions. That's an open door to manipulation & guarding of information.
Directors have the right to be heard, the right to ask questions and the right to information. Failure to exercise these rights is failure in your responsibilities. If someone denies you these director rights, they're breaking the law.
Facts not feelings at every point. Essential.
Its not a contest, if your idea fails to make it, its not a failure. Its a decision. If a fellow director opposes your idea or questions it...its not a personal attack. They're exercising their rights & responsibilities in the best interests of the company. If you're going to call it wins & losses or a personal failures or triumphs you are in the wrong game. You should consider committing arguably pure evil and take up golf.
Be wary of taking things personally. Not all people who take things personally cause trouble, but all people in controlling factions or power groups tend to take everything as a personal attack or use a personal attack to derail an issue to their own benefit.
Board Culture is determine by the presence & absence of all these things and more. Board culture centres on doing the very best you can, to the best possible standard whilst remaining fully compliant and adhering to one's fiduciary duty and developing good strategic thinking within those confines...
The old saying rings true.
THE EASIEST, QUICKEST & SAFEST WAY TO DO ANYTHING IS TO DO IT PROPERLY
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