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The Impact of Independent Directors on Board Dynamics - How they change the way boards operate and make Decisions

Whether your company is privately held or backed by private equity, the inclusion of independent directors is paramount. A Board of Directors (BOD) provides enhanced governance and strategic guidance, offering valuable insights crucial for sustained growth and competitiveness. An effective board contributes to informed decision-making, long-term planning, and customer-centricity. Moreover, it establishes a structured framework for accountability and transparency, fostering trust with investors, partners, and employees.

According to a National Association of Corporate Directors (NACD) report, boards play a critical role in shaping a company's culture, managing risks, and ensuring ethical practices. These factors are indispensable for success in the ever-evolving business landscape. The incorporation of independent directors is particularly noteworthy, bringing an impartial perspective and diverse skills that challenge the status quo. Independent directors, free from management or ownership influences, offer objective insights, minimizing conflicts of interest.

Harvard Business Review's "What Makes Great Boards Great” underscores the significance of independent directors. Their impartiality fosters constructive debate, facilitating critical discussions and improving strategic decision-making. Acting as a crucial bridge between management and shareholders, independent directors enhance the board's credibility within the broader business community. This credibility is especially valuable for privately held companies seeking to attract investors or form strategic partnerships.

In essence, independent directors contribute to a well-rounded board that navigates complexities, mitigates risks, and ensures ethical practices. Their objective insights and diverse skill sets elevate governance standards, reinforcing credibility and trust. For privately held companies, the strategic inclusion of independent directors is not just a governance requirement; it is a catalyst for long-term success and resilience in a dynamic business environment.

Independent Directors

Navigating Growth: The Crucial Role of Boards in Privately Held and PE-Backed Companies

Privately held and private equity-backed companies, while nimble and innovative, face a myriad of complex challenges that can significantly impact their growth, sustainability, and long-term success. Establishing a well-structured Board of Directors (BOD) emerges as a strategic imperative to guide these companies through various hurdles. In this exploration, we delve into six key challenges faced by such companies and how a robust BOD, especially with effective utilization of independent directors, can drive positive outcomes.

1. Strategic Planning and Innovation

Privately held companies often grapple with developing and executing effective long-term strategies while staying innovative in a rapidly changing market. A BOD, with a composition that includes independent members, becomes a crucial asset. These independent directors, free from internal biases, provide diverse perspectives and strategic insights. By challenging existing assumptions and offering fresh ideas, they help set clear strategic goals, evaluate potential risks and opportunities, and ensure the company remains agile and innovative in the face of evolving market dynamics.

2. Access to Capital and Financing

Raising capital poses a significant challenge for privately held companies, especially when compared to their publicly traded counterparts. Here, a BOD with financial expertise and industry connections becomes instrumental. It can assist in identifying various financing options, evaluating their feasibility, and even provide introductions to potential investors, lenders, or strategic partners. The credibility boost gained from having independent directors can make the company more attractive to external investors and lenders, facilitating access to crucial capital.

3. Talent Management and Leadership Succession

Attracting, retaining, and developing skilled talent is an ongoing concern for privately held companies. A BOD can play a pivotal role in creating effective talent management strategies. Independent directors, in particular, bring valuable insights into best practices for leadership development and succession planning. Their guidance ensures the company has the right people in key positions and is well-prepared for leadership transitions when needed.

4. Governance and Compliance

Maintaining robust governance and compliance practices is vital for privately held companies dealing with regulatory complexities similar to public companies. A BOD, especially with independent directors, can help establish and oversee strong governance frameworks, including policies, controls, and ethical standards. The objective review provided by independent directors ensures compliance with industry regulations and legal requirements, fostering trust with stakeholders.

5. Risk Management

Effectively managing risks is critical for any business, and a BOD can bring diverse experiences to the table for identifying and mitigating potential risks. Independent directors, in particular, offer an unbiased assessment of risk factors and propose strategies to mitigate them. They guide the company in creating risk management protocols, crisis response plans, and business continuity strategies to enhance resilience in the face of uncertainties.

6. Market Expansion and Globalization

Expanding into new markets or going global introduces challenges related to cultural differences, regulatory environments, and market dynamics. A BOD with international experience becomes a valuable asset in providing guidance on market entry strategies, potential partnerships, and navigating cultural nuances. Independent directors bring insights that help the company avoid pitfalls and capitalize on growth opportunities in new regions, contributing to a successful global expansion strategy.

Insights from the KPMG 2023 Private Company Board Survey

To understand how private companies are addressing these challenges and leveraging their BODs, we turn to insights from the KPMG 2023 Private Company Board Survey. This comprehensive survey involved nearly 600 participants, including private company directors, investment firm partners, employees, operation advisors, family members, and ESOP trustees. Two key takeaways from the survey underscore the importance of effective utilization of independent directors and the areas where they can significantly impact results, namely strategy, talent, and governance.

Key Takeaway 1: Effective Utilization of Independent Directors

Understanding the Value Proposition:

The study underscores that 75% of respondents acknowledge the immense value independent directors bring to businesses. Serving as a sounding board for CEOs, offering strategic advice, and balancing perspectives within the boardroom are highlighted as key contributions. Despite this recognition, there's a notable gap in understanding how to effectively leverage independent directors.

Define Clear Expectations:

Establishing clear guidelines for the roles and responsibilities of independent directors is foundational. This includes outlining their involvement in strategic decision-making, oversight of management, and fostering open and constructive dialogue within the boardroom.

Diverse Expertise Matters:

Selecting independent directors with diverse backgrounds and expertise relevant to the company's industry, markets, and challenges is paramount. This diversity enhances the board's ability to provide valuable insights and guidance. Specifically, adding an independent director with expertise in customer-centricity and upstream Marketing can be a strategic move.

Orientation and Onboarding:

Providing a comprehensive orientation and onboarding process for new independent directors is crucial. This should include detailed briefings on the company's strategy, operations, and culture, enabling them to contribute effectively sooner.

Communication and Engagement:

Encouraging open communication and engagement between independent directors and key stakeholders fosters transparency. Regular board evaluations and individual director feedback sessions further promote continuous improvement.

Key Takeaway 2: Areas Independent Boards Can Improve

In the dynamic landscape of private company governance, the KPMG Board Leadership Center's study illuminates key insights encapsulated in Takeaway 2: Areas Independent Boards Can Improve. Despite commendable progress in strategic planning and oversight, the study pinpoints critical areas necessitating enhancement—namely, strategy, talent, and governance. As private enterprises navigate the complexities of growth and sustainability, a focused examination of these three facets becomes imperative. 

This introduction sets the stage for a detailed exploration into the study's findings, delving into the challenges within strategy formulation, talent management, and governance structures. By identifying these areas for improvement, the study lays the groundwork for actionable recommendations that empower private company boards to fortify their foundations, foster innovation, and navigate the ever-evolving business landscape with resilience and strategic acumen.

Addressing Improvement Areas:


  • Long-term Focus:

Boards should prioritize long-term strategic planning and sustainable growth over short-term gains. Robust discussions about market trends, competitive dynamics, and innovation opportunities ensure the company's strategy remains adaptable. The inclusion of Marketing expertise in the board can elevate discussions related to market trends and customer-centric strategies.

  • External Perspectives:

Seeking external insights and perspectives through independent experts or industry consultants helps identify blind spots and make informed strategic decisions.


  • Succession Planning:

Developing comprehensive succession plans for key executive roles ensures a pipeline of diverse talent and adequate leadership development programs.

  • Board Diversity:

Emphasizing board diversity in terms of gender, ethnicity, age, and areas of expertise enhances decision-making and navigates complex challenges.


  • Board Composition and Independence:

Regularly reviewing and evaluating the composition of the board ensures a balance of independent directors, executives, and family members. Independent directors should possess the necessary qualifications, independence, and expertise.

  • Effective Committee Structures:

Establishing specialized board committees, such as audit, compensation, and nominating committees, enhances governance oversight and ensures expertise and independence in key areas.

Incorporating Marketing Expertise:

The study highlights the importance of incorporating diverse expertise within boards, and Marketing stands out as a crucial area often overlooked. While strategy discussions inherently involve Marketing-centric elements, boards frequently lack directors with specific Marketing expertise. To maximize opportunities and reduce risk in areas related to market trends, customer-centric strategies, and innovation, adding an independent director with Marketing experience is highly beneficial.

Bottom Line: Better Boards Include Independent Directors

In essence, boards comprised of independent directors play a pivotal role in guiding privately held and PE-backed businesses toward long-term success. The study from the KPMG Board Leadership Center underscores the importance of effectively utilizing independent directors and identifies areas where boards can enhance their oversight, particularly in strategy, talent, and governance.

The inclusion of independent directors with Marketing expertise further strengthens your board's effectiveness. Here's how:

  • Enhancing Decision-Making Processes:Marketing experts bring a deep understanding of customer behavior, market trends, and competitive dynamics. This knowledge enriches strategic discussions, ensuring a more comprehensive evaluation of opportunities and risks.

  • Driving Customer-Centric Growth Strategies:Independent directors with Marketing expertise can champion customer-centricity. Their insights into consumer preferences, emerging trends, and effective branding strategies contribute to the development of growth strategies aligned with market demands.

  • Mitigating Risks and Seizing Opportunities:Marketing experts are adept at identifying potential market risks and opportunities. Their involvement in strategic planning minimizes blind spots, enabling the board to make informed decisions that align with the company's growth objectives.

  • Adapting to Dynamic Market Conditions:In a rapidly evolving business landscape, Marketing experts provide a crucial perspective on adapting to changing market conditions. This agility is vital for sustaining competitiveness and seizing emerging opportunities.


In conclusion, the profound impact of independent directors on board dynamics is a transformative force that reshapes the very essence of corporate governance. The insights, objectivity, and diverse expertise brought by independent directors have become indispensable elements in steering boards toward more effective and strategic decision-making processes.

The infusion of independent directors catalyzes a cultural shift within boardrooms. Their presence fosters an environment of open discourse, where differing viewpoints are not only welcomed but actively sought. This departure from traditional hierarchical structures encourages robust discussions and challenges conventional thinking. Independent directors, unencumbered by internal biases, act as catalysts for innovation, prompting boards to explore new paradigms and embrace change.

Crucially, independent directors alter the risk landscape for boards. Their objective assessment of potential risks and mitigation strategies provides a nuanced perspective that goes beyond internal assessments. This dynamic approach to risk management equips boards with the tools needed to navigate uncertainties effectively, ensuring a proactive stance in safeguarding the organization's interests.

Moreover, the introduction of independent directors contributes to a heightened sense of accountability and transparency. Stakeholders, including investors, employees, and the wider public, gain confidence in the governance structure as independent directors play a pivotal role in upholding ethical standards and compliance. This trust-building dynamic extends beyond the boardroom, creating a positive ripple effect throughout the organization.

The transformative influence of independent directors extends to strategic decision-making. Their ability to challenge assumptions, ask incisive questions, and offer fresh perspectives refines the strategic direction of the company. Boards, under their guidance, become more adaptive to market trends, customer needs, and global shifts, positioning the organization for sustained growth and competitiveness.

In essence, the impact of independent directors transcends mere compliance; it permeates the ethos of board dynamics, shaping a culture of excellence, innovation, and ethical governance. As companies navigate an ever-evolving business landscape, the strategic inclusion of independent directors emerges not only as a governance imperative but as a strategic advantage, propelling organizations toward resilience, longevity, and enduring success.

Our Directors’ Institute- World Council of Directors can help you accelerate your board journey by training you on your roles and responsibilities to be carried out in an efficient manner helping you to make a significant contribution to the board and raise corporate governance standards within the organization.

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