The Boardroom Balancing Act: From Effectiveness to Impact
For the first time representing the Center for Governance abroad, I had an inspiring experience attending the ICGN 30th Anniversary Conference in Milan. It was a unique opportunity to engage directly with global investors, advisors, and experts shaping the future of corporate governance. Among the many insightful sessions, one that particularly stood out to me was the panel on “The Boardroom Balancing Act: Optimizing Skills, Diversity, Independence, and Structure.”
As someone who thinks about corporate governance daily, I constantly face one of the most challenging questions in governance today: how can boards stay effective amid increasing complexity?
Under the excellent moderation of Karina Litvack, an experienced board member of Terna SpA, the panel discussed several points related to this question in a very engaging way.
Just before starting, Kati Najipoor-Smith, Managing Partner of Heidrick & Struggles had already proposed reframing the discussion. She argued that boards should move from seeking effectiveness to pursuing impact. Governance today is no longer a checklist; it is a moral and strategic compass guiding management through volatility. A board’s true value lies not in processes, but in the quality of its collective contribution.
How are investors assessing this effectiveness (or impact)? For Andrew Gebelin, Investment Stewardship Director at Vanguard, their focus has shifted from box-ticking to evidence of critical thinking. He stated that independence, along with a mix of skills, diversity, and experience, is the baseline. What counts is whether the board’s composition genuinely reflects the company’s strategy and whether directors demonstrate a commitment to continuous improvement. The most credible boards are those that acknowledge they’re not perfect and show how they’re learning.
Board culture also plays an important role! David Herbinet, Global Head of Audit & Assurance of Forvis Mazars, described board culture as the one constant in a world of disruption. He illustrated four cultural archetypes:
- Engaged boards (high challenge, high support),
- Cozy boards (low challenge, high support),
- Us-and-Them boards (high challenge, low support),
- Detached boards (low on both).
The healthiest boards balance challenge and collegiality; they are “critical friends” who combine scrutiny with support.
Whether we are assessing board culture, effectiveness, or impact, board evaluations have become an essential tool. Citing French practice, Antonino Cusimano, Chief Legal Officer and Secretary General of Nexans, noted that boards must publish the results of external assessments and corresponding action plans every three years. He further argued that real progress comes from the courage to evaluate individuals, not just the collective (360° board assessments).
Panelists also agreed that too many reviews are in a generic, one-size-fits-all format, led by consultants who avoid uncomfortable truths. Independence, transparency, and a willingness to reflect are what distinguish meaningful evaluations from cosmetic ones.
The conversation then turned to diversity, moving beyond gender or ethnicity to embrace cognitive diversity. The most valuable directors are those with curiosity, adaptability, and the ability to “learn to learn”. Often, in Europe, recruitment today looks at character as much as credentials. References increasingly focus on how individuals behave in the boardroom, their curiosity, influence style, and openness to dissent.
Further, lack of time emerged as an unspoken obstacle to board effectiveness. Everyone agreed that even the most capable director cannot be effective without dedicating sufficient time to studying the materials to contribute meaningfully. One of the leading causes of underperformance at the board level is directors’ insufficient time to review materials and engage with the agenda properly.
Antonino explained that corporate secretaries, who manage board platforms and track engagement, often know whether directors review materials in depth, even if they keep such observations confidential. Board members should dedicate time to every board on which they serve.
I left the room with one reflection: while skills, diversity, and independence contribute to the quality of the board, other factors that determine a board’s effectiveness - such as culture, adaptability, and courage - cannot be legislated.
As boards face growing change - from AI to climate issues to geopolitical tensions - the challenge is not just to meet compliance standards but to show impact through purpose, transparency, and learning.
Armando Cruz Maria
Assistant Director, Research and Thought Leadership Officer, Center for Governance
Disclaimer: The views expressed in this article are those of the author and do not necessarily reflect the opinion or position of the Center for Governance.