Helles newsletter

Board Development

The quiet cracks in the boardroom

6 Min Read | Helle Bank Jorgensen

Read the article

There is a peculiar moment that happens in almost every boardroom....

The CEO has just finished a smooth presentation; the dashboard is a sea of green, and directors nod appreciatively. The tone is confident, the numbers line up, and the meeting is running ahead of schedule.

Yet one small question lingers in the air, unasked and unanswered: "What might we be missing?"

Silence is not discipline; it's a red flag

When governance breaks, it is rarely due to a lack of policies or processes. It starts with culture and with the quiet dynamics of deference, comfort, and cognitive alignment that make boards blind to early warning signs.

Most boards I work with are full of accomplished, well-intentioned people. They know their fiduciary duties and (mostly) read their board packs. But the modern governance crisis is not about effort. It is about the depth of challenge.

Today’s risks, from artificial intelligence and climate dependencies to supply chain fragility and geopolitical shifts, do not come neatly labelled. They arrive disguised as routine business choices. Yet boards still spend most of their time reviewing past performance instead of stress-testing future resilience.

Several directors still receive “summer vacation updates”, which are carefully curated reviews of what went well, delivered with slides that conceal as much as they reveal. Little space is left for uncertainty, dissent, or vulnerability. And because no one wants to appear uninformed, directors hesitate to probe.

When oversight quietly turns into an echo

There are powerful reminders: Boeing’s repeated safety failures did not stem from a lack of engineers. They stemmed from a culture that normalised shortcuts, muted concerns, and rewarded schedule compliance over safety. Wells Fargo’s cross-selling scandal began with incentive systems everyone knew were broken but few challenged. Countless cyber breaches, from hospitals to energy grids, trace back to boards that assumed security was under control.

When something goes wrong, we rush to fix the system. But the truth is simpler and more uncomfortable: culture is a control system, and many boards do not know how to read it.

In short — if you cannot explain how information moves between management layers or what happens when someone raises a red flag, you do not have oversight. You have a theatre.

The five board blind spots

  • The comfort of consensus: Boards are built to find alignment, but too much alignment breeds complacency. Real oversight requires healthy friction, not for the sake of conflict but for the sake of clarity. One director at a recent event I hosted shared how their board, despite visible diversity, still “speaks in a single corporate accent.” True diversity is not about who sits around the table but about how they think, what they question, and what they are willing to challenge. Boards that reward politeness over curiosity often mistake agreement for wisdom.
  • The dominance of the CEO narrative: In many companies, the CEO still shapes the entire version of reality. The board’s understanding depends on what the CEO chooses to highlight, omit, or label as “under control.” Several participants shared that their most valuable insights often came not from formal board briefings but from informal conversations with operational leaders, two or three layers below the CEO. That kind of access should not depend on chance. It should be part of how the board stays informed. As one director said, “We realised we were approving management’s story, not testing the company’s truth.”
  • Committees as comfort blankets: Delegation is necessary for governance, but it can become a hiding place. When every risk is assigned to a subcommittee, the full board gradually loses sight of the bigger picture. A chair put it plainly: “We thought our risk committee was on top of it, until we realised the crisis did not fit anyone’s remit.” Effective boards know that risk is not a category. It is a system. The full board must regularly step back from the agenda to see how strategic, human, and operational risks connect to each other.
  • Diversity without dissent: Representation is progress, but it is not the finish line. Diversity only creates value when it changes how decisions are made. Boards that use it well are designed for dissent. They make room for the quietest voices, invite alternative views, and recognise directors who offer constructive challenges rather than consensus. One participant captured it perfectly: “We have a comfort gap.” The real test of inclusion is whether people can safely say what others would prefer not to hear.
  • Culture without evidence: Culture is often discussed but rarely measured. It is treated as intangible when it leaves evidence everywhere. Boards can monitor early warning signals such as declining engagement, high turnover in key teams, recurring near misses in compliance or safety, or the silence of middle managers in open forums. These signals are the smoke before the fire. Yet too often they are dismissed until it is too late. As one director reflected, “We had all the data we needed. We just did not connect it.”

How can boards provide meaningful oversight in a world that moves faster than the reporting cycle?

The geopolitical shocks of recent years, from wars and tariffs to energy realignments and climate events, have erased any illusion that resilience is a side topic. It has become the defining test of corporate purpose and board readiness. Investors are already pricing it. Regulators are beginning to hardwire it.

Across every region, directors describe the same pressure to shift from passive compliance to anticipatory governance.

In Europe, the direction is unmistakable. Directors are now expected to understand and oversee how environmental and human impacts shape enterprise value. This is no longer about sustainability reports; it is about fiduciary responsibility. European boards are learning that the next wave of scrutiny will be how they govern these issues, not just how they disclose them.

In Asia and the Gulf, the tone is different but equally ambitious. Sovereign and institutional investors are embedding stewardship, sustainability, and ethics into the DNA of capital allocation. There is a growing expectation that boards must protect reputation and national interest with the same rigour they apply to financial performance.

In North America, the pressure is more fragmented but no less intense. Boards are navigating the twin realities of rapid technological adoption and deep social polarisation. Directors are being tested on their ability to oversee responsible AI use, manage election-year disruptions, and balance competing expectations from investors, employees, and communities. The emerging question is not what side are we on, but how do we stay trusted by all sides.

These shifts point to a common conclusion:

The real divide between boards today is not between regions or regulations. It is between those that are merely compliant and those that are genuinely competent.

The role of the chair

The role of the chair to control such a crisis is often underestimated. A good chair is not a moderator who manages time and transitions. A good chair is an architect who designs the emotional structure of the boardroom. The chair decides how trust is built, how truth travels, and whose voices are heard. The strongest chairs I have observed do not dominate. They facilitate. They create space for others to think, challenge, and to be seen.

This kind of leadership matters now more than ever. Boards that can demonstrate real oversight of culture and conduct will earn trust and resilience. Those that rely on polished statements and familiar rituals will eventually be exposed. In today’s hyperconnected world, truth moves faster than control. Whistleblowers, data leaks, and viral posts have replaced the quiet internal memo. Culture failures rarely stay hidden for long.

When I hear directors say, “We did not know,” I often think they simply did not look closely enough. The signs are almost always there. They hide in employee engagement data, in internal audit findings, in anonymous survey comments, and sometimes in the silence of those who have stopped trying to speak up. Culture always whispers before it screams.

So what makes a board truly effective? I once heard one line from heard from one director that stayed with me: “We leave our meetings a little more uncomfortable, and a lot more responsible.”

That, to me, is governance at its best.


Build a future-fit board skill set

Empower your board and directors with upskilling solutions that give them the insight they need to succeed.

Find out more