The Useful Skeptic in the Room

Most independent directors are recruited for the wrong reason.

Boards look for a famous name, a former title, a network. Useful — but it's not what an independent director is actually for.

The job is narrower and harder than the title suggests: to ask the question no one in the room is incentivised to ask.

Everyone else at the table has a stake in the answer being “yes.” The founder is committed. Management is invested. The lead investor wants the round to look good. The independent director is the one person whose only loyalty is to the long-term health of the company itself — and that loyalty is only worth something if it survives an uncomfortable meeting.

Having spent two decades on both sides — building businesses as a founder, and sitting on the governance side as a director — here's what I think separates a director who adds value from one who adds a logo:

1. Independence is behavioural, not legal. You can tick every regulatory box for “independent” and still defer to the founder on everything that matters. True independence shows up in the one meeting where you're the only dissenting voice — and you hold it.

2. The best directors protect the downside no one is modelling. Management presents the plan where things work. The director's contribution is often the quiet question — “what happens to cash if this slips two quarters?” — that no one wanted to raise.

3. Governance is not the enemy of growth. Founders often experience oversight as friction. Done well, it's the opposite: clear-eyed governance is what lets a business take bigger risks safely, because someone is genuinely watching the guardrails.

The irony is that the directors who push back the most respectfully are usually the ones founders come to trust the most. Agreement is cheap. A well-placed, well-timed challenge is the actual value.

As more Indian startups and MSMEs professionalise and build real boards, the demand isn't for more names. It's for more directors willing to be the useful skeptic in the room.

For founders and board members reading this — what's the single most valuable question an independent director ever asked at your table?