It’s one of the biggest quandaries of corporate governance, yet seldom discussed: How does one actually lead a board of directors?
The role of the board chair as an active, functional position is relatively new. For decades, the title was ceremonial; an honour bestowed on the retiring CEO, the largest shareholder or a family patriarch. The role symbolised prestige, not responsibility. Few chairmen were selected for their actual skill in running a board.
But the world is changing. Boards are no longer passive overseers who meet quarterly to sign papers. They are active, accountable, and exposed – expected to scrutinise strategy, ensure compliance, manage ESG, oversee cyber risk and engage with multiple stakeholders. The job of the board chair has evolved into one of the most demanding, misunderstood, and, at times, impossible leadership roles in business.
Here’s the irony: the independent board leader, whether chair or lead director, holds a powerful title but few formal powers. Unlike a CEO, the chair has no office, budget or staff. It’s a part-time role, dependent on management for information and logistics. A chair can’t issue orders; influence must replace authority. The skills that made someone a successful executive, such as speed, decisiveness, control, etc, are almost useless in this environment.
Board leadership is about ‘influence without authority, guidance without interference, and persuasion without control’. It demands emotional intelligence, diplomacy and patience – qualities that rarely get CEOs promoted.
And there’s the additional complexity: most boards are filled with former CEOs, founders and financiers – strong-willed personalities used to call the shots. The chair must corral these alphas into functioning as a team of equals, without ever picking up the whip.
In India, board leadership carries cultural baggage. For decades, boards were promoter-driven; the chair was the founder or principal investor – the ‘Big Daddy’ of business. Independent directors mostly observed, not led. That is changing fast. Regulatory scrutiny, institutional activism and professional management have made independent board leadership central to governance.
Recall how, after Narayana Murthy’s exit, Infosys shifted from founder-led to professionally chaired boards. The first outside chairman was the veteran banker K.V. Kamath, whose tenure as independent chair required balancing legacy, investor confidence and management autonomy – and all that without executive leadership or power.
HDFC Bank is another case in point. After Aditya Puri, the leadership transition was a challenge. It demanded a chair who could steer continuity, compliance and culture through consensus.
Remember also the 2016 Tata Sons challenge? And, it is facing another issue now, with another Mistry refusing to let go of a board role. In 2016, when the board ousted its chairman, the boardroom power dynamics shook up the legacy institution. The appointment of Chandrasekaran restored equilibrium between shareholders, Tata Trusts and the wider ecosystem. Will Noel Tata set a different benchmark now?
However, there is no finishing school for chairs. Institutions such as the IoD and IICA offer programmes, but the art of chairing, like facilitation, empathy and tact, remains instinctive. And a poorly chaired board can derail even the best-run company.
The job of the board chair has evolved into one of the most demanding, misunderstood, and, at times, impossible leadership roles in business
A good chair is not just an agenda-setter but a culture-shaper. He/she knows how to turn a board from a compliance committee into a strategic guide. They create trust with management, yet maintain independence. They spot when consensus becomes complacency and when silence signals discomfort.
These skills rarely appear in a CV. They belong to what one might call the ‘unwritten half’ of corporate governance – the part that depends on intuition and integrity, rather than checklists and charters. “The board’s job is to tell the CEO what they don’t want to hear,” says one veteran chair. “The chair’s job is to make sure it’s said politely and heard clearly.”
As boards grow more complex, their leadership challenge will deepen. Global investors expect active engagement; regulators demand accountability; and digital transformation is rewriting risk at breathtaking speed. The future chair will need to be part strategist, part psychologist, part ethicist and part referee. They must lead a group of leaders, without becoming their boss.
In short, a chair must produce harmony, not discord, within the board. Or as a witty Indian director once remarked, “A CEO tells people what to do. A board chair convinces them it was their idea all along.” That’s not just governance; it’s alchemy. And that’s why board leadership remains the most impossible, indispensable job in business.