Not long ago, during my final townhall as CEO and MD of Edelmann India, our Group CEO stood up to say something I’ll never forget:
“Mr. Jolly, without you, the Edelmann India story would have already ended many years ago.”
I was deeply moved. Not because of personal pride, but because I’ve always believed leadership is about extending the story, giving it new chapters, new meaning, and more people to carry it forward.
That idea, I think, applies to Boards as well.
We often talk about corporate governance in theoretical terms: charters, codes, compliance. In an increasingly complex and dynamic business environment, the role of the board of directors has evolved well beyond statutory oversight. An effective board today isn’t just a guardian of compliance, it’s a catalyst for strategic clarity, ethical leadership, and long-term value creation. In my experience, what makes a board truly effective has more to do with people, culture, and clarity of purpose than policies.
Over the past three decades as a CFO, CEO, and Director on Board, I’ve worked with boards across industries, ownership structures, and stages of maturity. Some were exceptional. Others struggled to get out of their own way. Here’s what I’ve learned about what separates the two.
1. The Right People at the Table, not just the Smart Ones
An effective board begins with a thoughtful composition, not just in terms of qualifications, but in diversity of thought, perspective, and lived experience. I’ve seen boards stacked with technical experts who couldn’t or wouldn’t ask the tough questions. I’ve also seen generalists who brought clarity by simply listening well and challenging gently.
A good board needs both: subject matter expertise and human judgement. Diversity matters and not just in demographics, but in how people think, how they disagree, and how they see the world.
If everyone around the table nods the same way, chances are something important is being missed.
2. Governance is only as strong as its intention
Strong governance provides the backbone of effective boards. But good governance isn’t about policies, checklists and compliance manuals; it’s about enabling better decisions. A well-run board provides structure, not restriction. It asks: Are we building something sustainable? Are we protecting not just today’s profits but tomorrow’s reputation?
We built robust governance frameworks at Edelmann, Anti-bribery Anti-corruption and Whistleblower protocols, ESG standards as enablers of better business, but none of it mattered unless people believed in what those rules stood for.
And yes, it should protect people. During COVID and our turnaround phase, I remember insisting we preserve jobs even when the numbers made it tempting to downsize. That wasn’t softness. It was strategy, and values.
3. The best boards ask questions that make you pause
Even the most qualified boards fail when interpersonal dynamics break down. An effective Chair fosters this environment, one where tough questions can be asked without personal agendas, and where every voice, regardless of title, is valued.
The most valuable directors I’ve worked with didn’t tell me what to do. They only asked questions that forced me to think differently.
Good boards provide oversight with insight. They never lose sight of the bigger picture.
4. Culture in the boardroom matters more than most realize
A dysfunctional board can paralyze an otherwise healthy organization. Ego clashes, passive attendance, back-channel politics, I’ve seen it all. And I’ve also seen what happens when a chairperson fosters a culture of openness and mutual respect.
When people feel safe to speak, discussions become richer, and decisions get better. Boards need trust to function. Transparency, and psychological safety allow for healthy debate and robust decision-making.
5. Strategy is not just a slide deck
An effective board doesn’t just rubber-stamp strategies; it helps shape them. They should challenge assumptions, stress-test scenarios, and guide long-term direction.
During a difficult acquisition I led, our board played a critical role not just in evaluating the numbers, but in thinking through integration risks, people challenges, and timing. Their distance from the day-to-day gave them perspective. But their engagement gave their input weight.
A good board is a strategic partner, not just an oversight mechanism.
6. Ethics is not a side topic
We’re living in a time when public trust in institutions is fragile. An effective board protects the company’s license to operate – both legally and socially. This includes financial risk, operational risk, reputational risk, and increasingly, environmental and social risks. A single misstep, ethical or reputational, can cost a company more than a bad quarter ever will.
That’s why ethics can’t be relegated to an annual training or a tucked-away committee. It has to live in how the board challenges decisions, in how transparently it communicates, and in the example directors set.
At Edelmann (meaning ‘Nobleman’ in English), I was recognised as living example of a “Edelmann”, not for business turnaround alone, but for safeguarding people, values, and purpose through crises. Boards must lead by example, especially in ethical gray zones. That title, “Edelmann”, is one I cherish not because it flatters, but because it reminds me that what you protect is sometimes more important than what you build.
7. Boards Must Evolve Too
Succession planning is not just for CEOs and Managers, Boards too must anticipate their next generation of leaders. No one talks about board succession planning, especially in promoter led companies, but they should. The world is changing fast. Boards must renew themselves too, with fresh perspectives, new competencies, and better questions.
Evaluation, feedback, and even rotation of roles within the board can breathe life into what otherwise becomes a sleepy ritual.
Final Thoughts
The most effective boards I’ve been part of shared one trait: they cared. About the company, the people, the truth. They weren’t perfect. But they were present. And in the end, that’s what makes the difference. Boards don’t just govern companies, they shape the stories those companies get to tell.
If you’re part of a board, or building one, ask yourself:
Are we just reviewing the numbers, or are we helping write the next chapter?
Because someone out there, an employee, a customer, a community is depending on your answer.