India Board Conclave 2025: Rethinking Board Effectiveness Assessment For Future-Ready Governance
The India Board Conclave 2025, organised by Board Stewardship on April 16 at the National Stock Exchange (NSE) in Mumbai, brought together some of the country’s most visionary leaders in corporate governance, technology, sustainability, and boardroom leadership. Centered around the theme “Enabling Future Boards,” the event sparked thought-provoking discussions on how Boards must adapt to address the evolving challenges of modern governance.
Board effectiveness plays a fundamental role in ensuring robust Corporate Governance and the long-term success of any organisation. Prof. Samir Barua, Independent Director on Multiple Boards; Former Director, IIM-A, emphasised how board dysfunctions, if left unaddressed, can seriously undermine governance. “A classic example is the Satyam case, where the dominant shareholder pushed through a $1.6 billion proposal with little deliberation, ultimately leading to a governance collapse. Similar patterns are seen in public sector undertakings, where dominant shareholders—often governments—compromise board autonomy. CEO capture is another dysfunction; the Wells Fargo scandal is a stark reminder of how aggressive strategies, supported by passive boards, can lead to reputational disaster. Also, when former CEOs become Independent Directors, they sometimes overstep, clouding objectivity. And without a strong chairman, even a capable board can flounder. For boards to be truly effective, they must identify and confront these dysfunctions decisively.”
Prof. Ashok Korwar, Management Consultant, Independent Director & Board Advisor; Former Professor, IIM-A, highlighted the importance of inclusive dialogue and professional facilitation in board evaluations. “Many board dysfunctions are visible—dominant chairs, over-talking directors, and lack of inclusive dialogue. At IIM-A, we’d call this the ‘class participation’ syndrome—members speaking to impress, not to contribute. These behaviors hinder collaboration and decision-making. But we can detect them—if board evaluations are done right. Confidentiality is key; otherwise, feedback becomes guarded and unhelpful. External facilitators are essential for honest, anonymous inputs. I once uncovered a major misunderstanding about strategic planning through one-on-one interviews—something a standard questionnaire would have missed. Evaluations should go beyond compliance—they should lead to insights, correction, and growth. That’s when a board moves from functional to truly effective.”
Devdutt Modak, CMD, Axar Digital Services Pvt. Ltd., raised concerns about evaluations becoming a mere formality and stressed the need for external facilitation. “Board evaluations, though mandated under the Companies Act and SEBI LODR, are often reduced to a checkbox formality. Internal processes—Excel sheets and in-house teams—compromise confidentiality and limit candor. Genuine feedback needs a safe space, something only an external facilitator can provide. As Professor Ram Charan emphasises, board evaluations should be a high-priority event—not just regulatory compliance. When done right, they uncover what directors really think—not just what they’re comfortable saying. The purpose is to enable learning, spark change, and enhance governance. By moving beyond procedural compliance, evaluations can become a powerful tool for continuous board development and effectiveness.”
Ankit Sharma, Chief Regulatory Officer, National Stock Exchange, brought in the regulatory perspective, urging companies to see board assessments as a tool for transparency and improvement. “Despite clear regulatory requirements, many board evaluations today are perfunctory. Companies often declare them completed without disclosing what was actually assessed. This leaves investors unaware of board performance—did directors engage meaningfully or just show up? Were they collaborative or disruptive? These questions go unanswered. For evaluations to serve their purpose, they must be more than a regulatory checkbox—they should be a governance enabler. Confidential, insightful assessments facilitated externally can offer clarity and accountability. When directors are encouraged to speak candidly, we can gather actionable insights. The end goal is not compliance—it’s improvement, transparency, and ultimately, better outcomes for companies and their stakeholders.”
The session on Board Effectiveness Assessment underscored that effective governance is not just about compliance—it’s about culture, communication, and continual improvement. The panelists collectively advocated for a shift from procedural box-ticking to meaningful, confidential, and insight-driven evaluations.
