Boardroom relevance of the values of scouting: here's how the boy scout law provides guidance on being a good director.

• Author: Raymond, Doug
• Position: LEGAL BRIEF

RECENTLY, a couple of former Boy Scouts (turned corporate lawyers) were reminiscing about their Scouting days and some of the lessons learned. The discussion turned to whether the principles laid out in the Scout Law could provide guidance in the boardroom. So, with apologies to Scouts founder Robert Baden-Powell, here is what we came up with.

Trustworthy: Directors are reliable and honest. They should do their homework, attend meetings, and actively engage in the decision-making process. Shareholders elect directors to oversee their company in large measure because they trust them to do so properly. Directors should be worthy of that trust.

Loyal: Chief among a director's duties is the duty of loyalty, which requires directors to place the stockholders' interests before their own. This duty is manifested in several contexts including disclosing and generally avoiding conflicts of interest, protecting company information and assets, and looking out for the interests of all shareholders, not just some of them.

Helpful: Directors bring all of their talents and expertise to the table. Once they have learned about the company and its industry, they should use their knowledge, skills and networks to help the company chart its path forward. A director's job does not end when the board meeting is adjourned. A collaborative board, with a diverse skill set, can help a company realize its potential.

Friendly: Well-functioning boards generally act by consensus and make decisions collaboratively. Board and management dinners and other social events are an important part of the process of building trust and a well-functioning board culture. Scouts are expected to participate in all troop activities and engage with their fellow scouts. Directors generally should do the same.

Courteous: But directors of course will at times disagree. Where there are differing points of view, courtesy can keep the process functioning. Each director has been chosen for his or her skills and potential to add value. Being courteous in the midst of a disagreement can keep the process moving constructively and allow directors to continue to participate in the discussion. Board discussions must be open, thorough and deliberative, even when disagreements occur.

Kind: OK, perhaps not every element of the Scout Law directly applies to the boardroom. It often seems that there is little room for kindness in the corporate jungle. On the other hand, directors make decisions that can...