This behaviour often stems from good intentions – a desire for cohesion, a wish to avoid conflict, or a belief in collegiality. But when leadership becomes too deferential, governance becomes too weak.
The Cultural Cost of Passive Chairing
When a Chair underperforms, the effects ripple far beyond the boardroom. Culture is shaped at the top, and a silent Chair signals to executives that scrutiny is optional, challenge is unwelcome, and groupthink is the norm.
Over time, the board’s role erodes from oversight to oversight in name only.
What begins with soft facilitation often ends with:
- Lack of meaningful challenge to strategy or risk
- Misdirection of resources or failure to pivot when needed
- Unchecked dominance of powerful executives or charismatic CEOs
- Cultural drift in the organisation – away from transparency and learning
This dynamic is particularly dangerous in founder-led, fast-growth, or private equity-backed companies where informal power structures are strong, and formal checks and balances can be weak.
NEDs can find themselves complicit, not out of negligence, but because the tone set by the Chair subtly suppresses scrutiny.
What Effective NEDs Do
Naming ineffective board leadership is hard. Unlike executive roles, there are few performance metrics for Chairs, and the boundaries of their responsibilities are often blurred. But silence is not neutral. It protects underperformance and enables organisational drift.
Here’s how experienced NEDs respond:
1. They Name the Dynamic Privately and Constructively
If a Chair is routinely avoiding tough conversations or failing to challenge appropriately, experienced NEDs will raise the issue in one-to-one conversations, ideally with empathy, but also with clarity.
Example:
“I’ve noticed we’re not spending much time challenging the assumptions in the revised strategy – are you sensing any hesitation from the board in going deeper?”
This opens space for reflection without accusation.
2. They Use Board Evaluations Strategically
Rather than treating evaluations as tick-box exercises, effective NEDs advocate for meaningful 360-degree feedback processes. Anonymous input often reveals dynamics that aren’t expressed aloud.
They push for evaluations that ask:
- Does the Chair encourage healthy challenge?
- Are dissenting views welcomed and explored?
- How well does the Chair draw out underrepresented perspectives?
3. They Build Alliances for Change
If one NED raises a concern, it can feel personal or political. But when multiple board members recognise a pattern, it creates momentum for change. Experienced NEDs build alliances based on shared observation – not gossip – to address underperformance constructively.
4. They Escalate When Needed
When the Chair’s behaviour is impeding board effectiveness, and informal routes have failed, NEDs must consider escalation. This might involve raising concerns with the Senior Independent Director (SID), company secretary, or – in extreme cases – shareholders or regulators.
Doing so isn’t about creating conflict. It’s about fulfilling fiduciary duty. Governance isn’t just about playing nicely, it’s about protecting the organisation.
Why This Conversation Matters Now
Several trends are converging that make this issue more urgent than ever:
- Complexity and uncertainty are rising. Boards need more rigorous thinking, not passive facilitation.
- Stakeholder scrutiny is intensifying. From ESG oversight to AI governance, board leadership must be visibly accountable.
- Psychological safety is essential. Chairs who avoid discomfort inadvertently create cultures where real concerns are buried.
- Talent and diversity are shifting boardroom norms. New voices need active inclusion, not passive permission.
The days of ceremonial chairing are over. Boards need leaders who can hold space for tension, navigate dissent, and still move the organisation forward.
It’s also worth noting that sometimes silence isn’t just poor leadership. It’s a red flag.
- Is the Chair compromised by close ties to management?
- Are they underprepared, disengaged, or nearing burnout?
- Are they protecting legacy relationships or reputational risk?
NEDs must be willing to ask these harder questions, not from a place of confrontation, but of stewardship.
Because when Chairs fail quietly, organisations fail slowly. And by the time symptoms appear on the balance sheet, it’s often too late.
