Boards can be both a source of strength as well as a force for accountability, says Roopa Kudva

BOARDS OCCUPY A unique and delicate position in any organisation. They are not operational leaders, nor are they passive observers. Their role is to guide, oversee, and at times intervene. But knowing when to support and when to challenge management is one of the toughest — and most important — judgments a board must make. The board’s ability to strike this balance can elevate or erode a company’s performance. Support without scrutiny can lead to complacency. Challenge without trust can result in paralysis. The most effective boards know how to do both, and when. The nature of the relationship The board-CEO relationship is central to governance. A high-functioning board offers strategic guidance, opens doors, and provides a sounding board in times of uncertainty. It also holds management accountable, asks tough questions, and intervenes when necessary. The foundation of this relationship is trust. But trust does not mean agreement. In fact, it is trust that allows for disagreement. Boards that can offer robust challenge while maintaining respect are far more effective than those that either rubber-stamp decisions or fall into adversarial dynamics. What support looks like Support goes beyond encouragement. It includes: Strategic alignment: Approving and helping shape long-term strategies, not just evaluating performance. Guidance through complexity: Sharing perspectives on macroeconomic shifts, regulatory risks, or geopolitical developments. Opening networks: Connecting management to partners, customers, investors, or policymakers. Crisis assistance: Helping to stabilise the organisation in moments of distress — whether financial, reputational, or operational. Support is particularly important in environments of uncertainty or change. CEOs often operate in a lonely space, where internal feedback is filtered. Here, a supportive board can provide clarity and confidence, enabling better decisions. What challenge looks like Challenge, when done well, is not oppositional — it is generative. It involves: Probing assumptions: Asking why a particular strategy is being pursued, and whether alternative scenarios were considered. Questioning timelines: Challenging whether the organisation has the capabilities to deliver within proposed timeframes. Raising red flags: Highlighting potential risks — ethical, financial, or reputational — that management may be underestimating. Demanding accountability: Ensuring that underperformance is addressed and lessons are internalised. Boards that shy away from challenge, whether due to deference, lack of information, or fear of conflict, miss their core duty. Likewise, boards that challenge without context typically damage morale and credibility. The crisis test Nowhere is the support-challenge dynamic tested more intensely than in a crisis. In a financial crisis, the board’s first instinct must be to support. Securing liquidity, managing stakeholders, and protecting the core business require unity and swift action. But support must be accompanied by clarity: What are the non-negotiables? What does the recovery plan look like? When do we reassess? In a reputational crisis, the board often must lean into challenge. This includes: • Demanding transparency on what happened and why. • Insisting on timely, ethical responses. • Ensuring that accountability is assigned and corrective actions are taken. Such moments test the moral compass of both management and the board. The best boards act decisively, not to protect individuals, but to preserve the organisation’s integrity. Signals that the balance is off Boards should be alert to signs that they are too supportive or too confrontational. Too much support can manifest as repeated unanimous decisions with little debate, limited director interaction with frontline realities, or delayed recognition of performance issues. Too many challenges may appear as high CEO turnover or friction, defensive management presentations, or board meetings consumed by micro-level discussions. Neither extreme serves the organisation. The board’s job is to be a source of constructive tension, not disruption. Building the right conditions To strike the right balance, certain conditions must be in place: Clear expectations: The board and CEO should align on what support and challenge look like, and when each is appropriate. Good information flow: Boards need timely, relevant, and unfiltered information to engage effectively. Regular informal touchpoints: Beyond formal meetings, informal conversations between directors and management help build rapport and reduce the formality that can hinder honest dialogue. Board composition and dynamics: A diverse board with varied experiences and low ego is more likely to engage in balanced discussions. The Chair plays a pivotal role in maintaining this balance. A strong Chair facilitates open discussion, ensures all voices are heard, and steers the board away from groupthink or one-upmanship. They also coach the CEO, offer real-time feedback, and help process difficult board feedback constructively. Walking the tightrope with intent Support and challenge are not opposing forces. Rather, they are complementary tools in a board’s arsenal. When boards understand this, they move from passive oversight to active stewardship. The tightrope is real, but it is walkable. With mutual trust, clear boundaries, and a shared commitment to long-term value creation, boards can be both a source of strength and a force for accountability. (The writer, a former head of Crisil and Omidyar Network India, is the author of the book ‘Leadership Beyond the Playbook’. This concludes the series. Views are personal.)

Boards can be both a source of strength as well as a force for accountability, says Roopa Kudva

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