Becoming an Effective Board Member

As part of the Directors’ Development Program and in a session designed to distill decades of global boardroom experience into practical insights, Egon Zehnder brought together a panel to explore what it truly means to be an effective board member. Moderated by Darpan Kalra, who leads Egon Zehnder’s board practice in India, the conversation featured Ashley Summerfield, the leader for the Firm’s Global Board Consulting and CEO Practice, and Vineet Hemrajani, Managing Partner for Egon Zehnder India. The discussion focused on frameworks, behaviors, and mindsets that define high performing boards and directors.

Ashley Summerfield opened the discussion with a simple yet powerful framework that Egon Zehnder has refined over decades of board consulting: the “Who, What, and How.” According to Summerfield, effective boards succeed by getting all three dimensions right: Having the right people (“Who”), focusing on the right issues (“What”), and fostering the right dynamics and behaviors (“How”).

“The best directors are not those full of answers, but those who ask great questions,” Summerfield emphasized. He described the ideal board member as someone with sound judgment, relevant experience, and the humility to influence rather than instruct. “You want people who are happy in their skin as non-executives,” he added, “not trying to run the business, but helping management run it better.”

While acknowledging that public sector boards often have limited control over appointments, the panel encouraged participants to focus on the characteristics of effective directors and to provide constructive feedback to peers. “Even if you can’t choose who’s at the table, you can still shape how the board functions,” said Hemrajani.

Another theme was the challenge of maintaining the right strategic altitude in board discussions. Summerfield noted that many boards either “fly too low,” getting lost in operational detail, or “fly too high,” becoming disconnected from the business reality. “The chair plays a crucial role in setting the altitude,” he said, “but directors can help fine-tune it.”

This challenge is particularly acute in regulated sectors like banking, where compliance demands often dominate board agendas. Participants acknowledged that in many financial institutions, strategic discussions are often relegated to the margins. “Even if you try to fly high, compliance pulls you back down,” observed one session attendee.

To counter this, the panel recommended rigorous agenda setting, strict time management, and preparatory meetings to ensure that compliance matters don’t crowd out strategic dialogue.“The board is not an audience,” Summerfield reminded the group. “Assume everyone has read the pack. Use the time to debate, not to present.”

Beyond oversight, the panel emphasized the director’s role in shaping ambition. “A good director doesn’t just protect against downside risk,” said Summerfield. “They also stretch management to aim higher and move faster.” This dual role—guarding against pitfalls while encouraging bold thinking—was described as a hallmark of effective governance.

Strategic orientation and influencing skills were highlighted as essential traits. “Boards are not hierarchies,” Summerfield noted. “You can’t issue instructions. You have to influence.” He pointed out that professionals from advisory backgrounds often excel in board roles because they are adept at persuasion without authority.

One of the most engaging parts of the session was a discussion on how to handle dissenting views within the boardroom. A participant raised the challenge of holding a contrarian view when the majority leans in another direction. Summerfield offered three practical techniques: ask for more time, work through the chair, and use the gap between receiving board papers and the meeting to raise concerns privately.

“Sometimes the best thing you can do is delay the decision,” he said. “That gives you time to influence the chair or others offline.” Several participants shared their own experiences, including structured one-on-one meetings with the chair and informal pre-meeting discussions that helped surface concerns early.

However, not all agreed. One executive director cautioned against over-reliance on informal channels, arguing that all substantive discussions should happen within the boardroom. The panel acknowledged the tension, emphasizing that informal conversations must be conducted in the right spirit—with transparency, inclusivity, and the intent to build consensus, not factions.

The conversation also touched on the delicate balance between respecting promoter influence and upholding independent judgment. In companies where promoters hold significant stakes, independent directors often face the challenge of aligning with shareholder expectations while safeguarding broader stakeholder interests.

Summerfield stressed that directors must be clear about their fiduciary duty to all shareholders. “Your client is not the promoter—it’s all shareholders.” He cited related party transactions as a common area where strong governance and backbone are essential. “You need to know when to amplify the promoter’s voice and when to challenge it,” he added.

Hemrajani reinforced this point, noting that independent directors are, by design, representatives of minority shareholders. He also highlighted the importance of independent director-only meetings as a forum to align perspectives before engaging with promoters on sensitive issues.

As the session drew to a close, the discussion turned to the role of the chair in shaping board culture. Participants agreed that the chair’s behavior significantly influences the quality of dialogue, the inclusiveness of debate, and the overall effectiveness of the board.

Several best practices were mentioned: chairs holding one-on-one meetings with directors before board meetings, encouraging quieter members to speak up, and creating space for dissenting views. “Not everyone is equally articulate,” noted one participant. “A good chair reads the room and draws out those who might otherwise stay silent.”

Others emphasized the value of informal gatherings, such as pre-board dinners, to build trust and camaraderie. “It seems simple,” said Summerfield, “but I’ve been amazed at how much value is unlocked through informal connection.”

In closing, Summerfield offered a final reflection: “Very few things in business are simple stories. One of the chair’s most important roles is to help the board see the nuance and complexity in every decision.”