Recent headlines involving the unanimous vote by the board of BP to remove its chairman serve as a stark reminder that governance risks do not stop at the boardroom door. Boards rightly devote significant attention to overseeing corporate culture, executive conduct, ethics, and tone at the top. But they must also remain vigilant regarding their own culture.

According to public reports, BP’s board voted unanimously to remove Chairman Helge Lund amid concerns tied to governance oversight and conduct issues. The company’s announcement triggered immediate market reaction, including pressure on BP’s stock price and renewed scrutiny of the company’s governance practices. I do not know whether the allegations involving the former chairman are true, nor can I comment on his overall effectiveness as a board leader. He has since spoken out in his own defense.  Those matters will ultimately be judged by facts unavailable to most observers.

What is clear, however, is that the episode underscores a broader truth. Even boards themselves can become sources of governance risk.

Boards Must Examine Their Own Culture

I have written and spoken for years about the importance of healthy organizational culture. Boards have a fiduciary obligation to oversee culture because culture often determines how people behave when no one is watching. It influences ethical conduct, risk appetite, transparency, accountability, and decision-making throughout an enterprise.

Yet boards sometimes develop dangerous blind spots regarding their own dynamics, behaviors, and norms.

Last year, I wrote extensively about the risks associated with unhealthy board culture. In that blog, I noted that many boards do not devote sufficient attention to organizational culture despite its importance to long-term performance and risk management. I also raised what I believe remains an underappreciated question: what happens when the board’s own culture becomes ineffective, dysfunctional, or toxic?

The BP situation should prompt every board to revisit that question.

Why Board Culture Matters

Board culture matters because it directly affects oversight quality. A board can possess highly accomplished directors, strong governance frameworks, and impressive credentials, yet still fail if its culture discourages candor, accountability, skepticism, or independent thinking.

In my 2024 blog, I identified seven warning signs of unhealthy board culture. Those warning signs remain highly relevant today.

1. Lack of Diversity. Homogenous boards often suffer from narrow thinking and insufficient challenge. Diversity is not simply about optics. It strengthens oversight by bringing different experiences, viewpoints, and perspectives into the boardroom. When directors think alike, governance risks can go unchallenged.
2. Lack of Candor and Courage. Effective boards require directors willing to ask difficult questions and challenge assumptions. Too much collegiality can be just as dangerous as overt conflict. Directors cannot become so concerned about maintaining harmony that they fail to confront uncomfortable issues.
3. Conflict and Lack of Cohesion. Unhealthy board culture can emerge through conflict, factions, or political behavior among directors. Behind-the-scenes alliances and interpersonal rivalries distract boards from their true mission: protecting the long-term interests of the organization and its stakeholders.
4. Unwillingness to Challenge the C-Suite. This remains one of the most persistent governance risks I have observed throughout my career. CEOs often possess enormous influence, particularly when they have delivered strong results or played a role in shaping board composition. Over time, admiration for executive leadership can evolve into excessive deference. When that happens, oversight weakens.
5. Weak Accountability. Boards frequently hold management accountable while avoiding difficult conversations internally. Directors must be willing to scrutinize each other’s conduct and performance with the same seriousness they expect from management.
6. Authority Bias. Boards naturally rely on experienced directors and subject matter experts. However, expertise can unintentionally silence other voices in the room. When directors defer too heavily to one dominant figure, healthy skepticism suffers.
7. Excessive Short-Term Focus. Boards that focus excessively on quarterly performance targets or short-term market reactions may inadvertently encourage behaviors that compromise long-term sustainability and ethical conduct.

Weak Cultures Often Remain Hidden Until Crisis Emerges

These issues rarely emerge overnight. Board culture develops gradually through patterns of interaction, leadership behavior, incentives, and norms that become accepted over time. Unfortunately, weak board cultures can remain hidden until a crisis exposes them publicly.

That is why boards must periodically examine themselves with the same rigor they expect from management.

Strong boards encourage dissenting views. They foster transparency and independence. They create environments where directors can challenge one another respectfully without fear of isolation or retaliation. They avoid concentrating excessive influence in any one individual, regardless of that person’s stature or accomplishments.

The Role of Internal Audit

Importantly, internal auditors also have a role to play. While internal audit does not “audit” the board in the traditional sense, chief audit executives often possess unique visibility into governance dynamics, escalation patterns, ethical concerns, and organizational behaviors. Internal auditors should pay close attention to signs that governance culture may be deteriorating, including reluctance to escalate concerns, excessive management influence over information flow, or visible discomfort among directors when difficult topics arise.

Of course, addressing board culture can be extraordinarily difficult. Directors are often highly accomplished leaders unaccustomed to criticism. Many boards also operate with traditions and dynamics that have evolved over years or decades. Yet governance failures rarely occur because policies were missing. More often, they occur because people failed to challenge assumptions, ask difficult questions, or confront emerging concerns early enough.

Transparency Matters

The recent events at BP remind us that no organization is immune from governance risk, including the governing body itself.

For that reason, I commend the BP board for acting transparently regarding concerns they believed warranted action. Regardless of where the facts ultimately lead, boards must demonstrate a willingness to address governance issues openly and decisively when they believe stakeholder trust may be at risk. Transparency does not eliminate reputational damage, but silence and inaction almost always make it worse.

Culture remains one of the most important risks any organization faces. That includes the culture inside the boardroom itself.