Key takeaways
- Bad board decisions rarely come from bad directors; they come from how the room is run.
- Send the board deck genuinely early and ask directors in advance what they want to discuss.
- Protect dedicated agenda time for strategy, and build trust between directors before a crisis forces it.
- The best chairs bring quiet directors in first so the loudest voice does not anchor the discussion.
- Treat board self-assessment as a living, ongoing practice rather than an annual formality.
About Board Service
Between us, we have spent more than 25 years as scriveners in boardrooms, taking minutes, advising chairs, logging somewhere in the zip code of 500 hours a year in those seats. You would think, after that many meetings, the patterns would stop surprising you. They do not. The thing nobody says at the dinner afterward is that the bad decisions almost never come from bad directors. The people in the room are accomplished and prepared. They did the reading. In our experience, what frequently goes wrong is the room itself, how it gets run, and what it quietly makes hard to say.
NACD Northern California put a group of directors around a table last week to talk about why good boards still talk themselves into bad decisions. We were privileged to co-lead the discussion alongside our friends Tracey-Lee Brown and Matt DiGuiseppe, both Directors in the Governance Insights Center at PwC. PwC’s latest Annual Corporate Directors Survey had just landed, and the headline number gave us something to chew on. What follows are some of the ideas we took away from that conversation.
The Data That Sparked the Conversation
PwC’s latest Annual Corporate Directors Survey had just landed, and the headline number is striking:
- More than half of directors now say at least one of their fellow board members should go; the highest in the twenty years of the survey.
- Most also say their own self-assessment does not tell them much.
- Only about a third of executives in the PwC and Conference Board effectiveness survey will say their board is doing a good job.
Read those numbers the wrong way and they sound like a confession. Read them right and you see directors raising the bar on themselves faster than their tools can keep up. The same restlessness shows up across the table: only about a third of executives in the PwC and Conference Board effectiveness survey say their board is doing a good job. When the directors and the CEOs are both asking for more, they are usually after the same thing.
We do not read those numbers as a problem with the people. We read them as a sign the work is getting more serious faster than the habits around it. The best boards we sit on have already changed theirs. Not through any grand overhaul, but through small, deliberate choices about how the room works. Here is what they actually do.
What the Best Boards Actually Do
1. Win the Pre-Read
It starts before anyone sits down. Send the deck early, genuinely early, not late-Friday-for-a-Monday-meeting early, and directors arrive ready to use their judgment. Send it the night before and the meeting turns into a book report read aloud, with management holding the pen on the framing because nobody else had time to question it. The good chairs go one step further: they ask, ahead of time, what the directors want to spend the meeting on. That single move flips the dynamic from a meeting the board sits through to one the board actually runs. It sounds obvious. In practice, surprisingly few chairs do it.
2. Protect Time for Strategy
But none of that matters if the agenda leaves no room for the conversation directors actually came for. Ask any director what they want more of, and the answer is never another operating update. It is the conversation about where the company is going and what it is missing. That is the whole reason these people are in the room, and it is also the only item on the agenda without a deadline, which means it is the first thing to get cut when something catches fire. Every board we work with faces this same pressure. The quarterly cadence conspires against long-range thinking. Put it on the calendar and guard it, and the board keeps its bearings. Let it slide, and you learn about the strategic problem a quarter too late to do much about it.
3. Build Trust Before You Need It
That conversation runs on trust, the thing everyone files under “soft” but which is in fact the most practical asset a board has. We have watched it play out dozens of times: the candor to disagree well does not get built in the meeting where you need it. It gets built in the hallway, the dinner, the unscripted half hour, long before the hard call lands. The problem is sharpest at late-stage private and newly public boards, where the directors barely know each other yet and the company is moving faster than the relationships.
When trust is there, the hard conversation stays about the problem. When it is not, a board of polite strangers facing its first real test goes quiet, which is the one thing you cannot afford right then.
4. Run the Room by Design
Trust matters just as much in how the conversation itself is run, and here the chair is doing real design work, not just minding manners. The best chairs we have seen bring the quiet directors in first. They hold the loud ones, themselves included, for later, so people form their own view before the room settles on one. It takes discipline, because the instinct is always to let the person with the strongest opinion anchor the discussion. PwC’s data bears this out: directors have started prizing the colleague who says less and means more over the one who fills the air.
Run it the other way, let the most confident voice set the frame in the first two minutes, and everyone who follows is reacting instead of thinking. Good governance is usually quiet by design.
5. Know Where You Add Value
This carries over to how you show up as an individual director. The most effective ones we have worked with know the two or three things where their experience actually changes the answer, and they spend their weight there, trusting the team on the rest. The restraint is the contribution. It is counterintuitive, but it is why the room leans in when they finally do speak. They have not spent their credibility on the small stuff.
Both extremes cost you. The director who weighs in on everything has no credibility left for the thing that matters, and the one who skates in knowing only what is in the deck was never going to add much anyway. Knowing when to push and when to sit back is what earns a CEO’s trust, and that trust is the whole currency when the stakes get high.
The Through-Line: Self-Assessment as a Living Practice
The common thread here is the argument we make in our NACD piece, Board Evaluation: From Ritual to Strategic Advantage. A board that looks hard at itself, honestly, not performatively, is a board that keeps getting better. Risk cycles run in months now, not years. Treat evaluation as a formality and you get a tidy report and nothing else. Treat it as a living process and it becomes one of the earliest warnings you have that something is off. The boards that do this well are not the ones with the fanciest frameworks. They are the ones where someone in the room is willing to say, plainly, what is not working.
None of this takes new directors or a bigger budget. It takes the intention to run the room well and the discipline to keep doing it meeting after meeting, even when things feel like they are working fine. Especially then, actually, because comfort is where the drift starts.
Acknowledgments and a Parting Challenge
Thanks to NACD Northern California for hosting, to PwC for the partnership and the research that underpins most of what we have written here, and to every director who talked straight under the Chatham House Rule. That candor was the point. Here are some key takeaways and learnings that were published by NACD Northern California.
One question we walked away with, and we will leave it with you: think of the best board you serve on, the one that just works, where you leave the meeting feeling like real work got done. Name the single habit that makes it work. Now take it to the others. Start there.
Standard disclosures: opinions are our own, not our firm’s. Not legal advice. No attorney-client relationship is formed by reading this post. Past results do not assure future results.
Sources: director figures from PwC’s 2025 Annual Corporate Directors Survey; executive confidence figure from Board Effectiveness: A Survey of the C-Suite, PwC and The Conference Board. Further reading: Board Evaluation: From Ritual to Strategic Advantage (NACD Northern California). A downloadable PDF of the Foley & Lardner board evaluations report is also available.
