A fisherman once told me a secret. “The best fish hide under rocks,” he said adjusting his net along the shores of Lake Victoria. “If you don’t move the rocks, you will think the lake is empty.”
Boards are like those fishermen who never move the rocks. They sit through well-polished PowerPoint presentations, nod in agreement, and leave feeling informed. But the best insights is the ones that reveal risk, dysfunction, and lost opportunities are buried beneath the surface. Most boards fail because they do not dig deep enough.
The illusion of oversight
I once consulted for a conglomerate whose board members prided themselves on their oversight capabilities. They had committees, governance charters, and regular risk reviews. But beneath the polished minutes of board meetings, cracks were widening. The CEO was making unilateral decisions without pushback. Internal controls were weak. A major fraud scandal was brewing.
I asked a simple question in one of their meetings: “When was the last time you challenged an assumption presented by management?” Everyone went silent, and then one board member nervously chuckled, “We trust management to give us the full picture.”
The board had become a rubber stamp, mistaking information for insight and presence for effectiveness.
Where boards go wrong
a) Blind trust in management: Many boards operate like guests at a wedding, passively observing while the groom (management) runs the show. But oversight requires challenge, curiosity, and an appetite for discomfort. Trust is good but verification is better.
b) Lack of strategic depth: I have seen board meetings where 80% of the agenda is operational - financial reports, compliance updates, and HR matters - and strategy gets 10 minutes at the end. That is like a pilot spending the entire pre-flight briefing on the seatbelt demo and ignoring the flight path. Boards should spend more time on the future than the past.
c) Conflicts of interest: One board I reviewed had a CEO who was best friends with the chairman. That’s not an oversight; rather, it’s a social club. Board independence is not just a box to tick; it’s the oxygen that allows real oversight to breathe.
d) Failure to see risks before they explode: Most companies that collapse do not fail overnight. The warning signs are always there like Whistleblower reports, unusual financial patterns, and toxic culture indicators. But boards often look away, assuming “it won’t get that bad.” until it does.
How to fix it
I told that conglomerate’s board to do three things:
- Ask better questions; Not just “How are we performing?” but “What are we missing?” “Who benefits if we fail to act?” “What don’t we know that we should?” A good question is worth more than ten reports.
- Demand dissent: I suggested they introduce a ‘devil’s advocate’ role at every meeting that one person tasked with poking holes in the prevailing wisdom. Too many boards seek harmony instead of truth yet the best oversight comes from tension, not consensus.
- Go deeper: I had them visit operational sites unannounced, talk to junior employees, and read customer complaints. They discovered that management had been painting a rosier picture than reality. Boards that sit in ivory towers rarely see the cracks in the foundation.
The hard truth
A board that doesn’t challenge, question, and probe is not doing oversight it’s performing it. And in business, bad performances have real consequences.
If your board is not making management a little uncomfortable, you are failing then move the rocks. See what’s hiding underneath. Because by the time the truth surfaces on its own, it’s usually too late.
