For years, the ideal board member in many companies was a well known: visible in annual reports, invisible everywhere else. This director would attend meetings, nod thoughtfully at presentations, approve resolutions with ceremonial dignity and ask an occasional question so harmless that it qualified as ambient noise. Governance often was a polite affair interrupted by audit committees.
Then suddenly boards were expected to understand cyber risk, environmental, social and governance issues, AI, geopolitics, activist investors, whistleblower complaints, supply chain shocks. For once, the ceremonial board was being asked to supervise actual complexity. This terrified directors.
The phrase ‘board leadership’ still causes mild cardiac discomfort in corporate circles. Ram Charan, Dennis Carey and Michael Useem’s 2013 book, Boards that Lead, captured this anxiety. Even its subtitle sounded ominous: ‘When to take charge, when to partner, and when to stay out of the way.’ In corporate governance, nobody wants a board asleep, but few seem entirely comfortable with one that’s awake.
This tension is especially visible in India, where promoters, founders, and CEOs have long enjoyed something close to monarchical status. The Indian corporate structure resembles a carefully modernized family kingdom where the board’s primary role is to ensure nobody disturbs the emperor.
The idea that directors might actively shape strategy, question decisions or demand deeper oversight is sometimes treated with suspicion usually reserved for tax raids and investigative journalists. Somewhere deep within business culture lies an ancient belief: leadership is a zero-sum game. If the board gets stronger, the CEO must get weaker. Governance is like a custody battle here.
Conversations on stronger boards follow a predictable script. Someone says they need more oversight powers and someone else warns of 'board overreach.’ But times are changing.
Today’s regulators no longer accept the excuse that the board was not ‘operationally involved.’ Courts, investors and enforcement agencies expect directors to prove both attendance and actual oversight. Which means a board member must achieve the impossible: stay informed enough to be accountable but detached enough not to offend the management.
Globally, the balance is shifting. CEO tenure is declining, shareholder activism is rising and regulatory scrutiny has intensified. In India too, governance scandals have driven home this truth: passive boards are excellent right up until the moment things collapse.
The post-scandal ritual is by now familiar. Regulators ask where the board was. Investors ask why warning signs were missed. Directors rediscover phrases like ‘we relied on management representations,’ which has roughly the same legal value as saying ‘we meant well.’ Boards are stepping up now that their liability has grown serious. Most board chairs do not seem pleased with this. It’s too much pressure to handle.
Many independent directors of India Inc still operate under an unspoken survival principle: ask enough questions to appear diligent, but not enough to trigger an awkward silence. Founders and CEOs still seem to interpret strong board involvement as a sign of distrust. A request for more information can feel like an accusation. A governance review feels like an intervention.
And yet, the best companies are neither board nor CEO dominated, but those where both understand their roles clearly. They have strong committees instead of ornamental ones. They define what information directors genuinely need, instead of drowning them in 400-slide presentations designed to anaesthetize curiosity. They set agendas around strategic risks and do not treat compliance as a ritual.
These boards report their expectations to management as rigorously as managers report business performance to boards.
Boards that court irrelevance by being polite put their businesses at risk. The old model survived because markets were slower, businesses simpler and accountability softer. Enterprises now operate in environments where reputational crises travel faster than official statements and a single failure of governance can erase decades of brand equity creation.
Boards must lead and managements must not take it as a coup. Directors need not do this loudly; nor should they storm into operations like amateur management consultants. They must do something more radical: ask difficult questions early enough to matter.
The authors are, respectively, co-founder of the Medici Institute for Innovation.X: @MuneerMuh; and a global board advisor, coach and publisher.