I walked into a gleaming boardroom in Gulshan. The table was imported mahogany. The chairs were leather. The projector was state-of-the-art. Everything looked perfect from the outside.
But within the first 30 minutes, I could feel it, the weight of unspoken tensions, the dance of deference, the careful selection of words. This wasn’t a board meeting. It was a performance. I sensed the ‘Invisible Crisis’: a total lack of clarity regarding board roles and responsibilities.
Then, I asked one of the directors: “What’s your role here?”
He paused. The confidence that carried him through the meeting suddenly wavered.
“I’m… not entirely sure anymore.”
That’s when I knew. The problem wasn’t strategy. It wasn’t numbers. It wasn’t even a conflict.
It was role confusion, “The Invisible Crisis.”
Over the next few weeks, as I observed and interviewed board members individually, a pattern emerged, one I’ve since seen repeated in boardrooms across Bangladesh.
The board was stepping into management territory. Directors were asking detailed operational questions: “Why did you hire that particular vendor?” “What’s the status of the Chittagong warehouse renovation?” These weren’t strategic oversights. They were micro-management disguised as diligence.
Management was second-guessing governance decisions. The CEO, frustrated by what he perceived as board interference, had started making strategic decisions independently and informing the board afterward. “They don’t understand our day-to-day reality,” he told me privately.
The Chairman was doing both, and neither well. He chaired board meetings in the morning and ran operational reviews in the afternoon. He approved the strategy and monitored purchase orders. He was exhausted, and the organization was confused about who was actually leading.
And everyone was frustrated, but no one knew why.
Directors felt their time was wasted on trivial matters. Management felt undermined and micromanaged. The Chairman felt overwhelmed and unsupported. Trust was eroding, but because everyone was so polite, so respectful, so committed to maintaining harmony, no one named the problem.
The Root of The Confusion
In Bangladesh, this pattern isn’t unique. It’s endemic. And it stems from several deeply rooted factors:
First, many of our most successful board members are founders or CEOs. They built businesses through hands-on leadership. They know every detail, every relationship, every risk. When they transition to board roles, especially as they hand over management to the next generation or professional executives, they struggle to let go. Governance feels passive. Management feels natural.
Second, our business culture values relationships and trust over structures and processes. “We don’t need formal boundaries,” I’ve heard countless times. “We know each other. We understand.” But trust without clarity isn’t governance. It’s hope.
Third, we fear that defining roles will create distance or hierarchy. In family businesses especially, formalization can feel like a loss of intimacy. “If we have to write down who does what, doesn’t that mean we don’t trust each other?”
Finally, most directors have never been trained on what governance actually means. They’ve learned by observation, by osmosis, by trial and error. If they’ve only experienced blurred roles, they perpetuate blurred roles.
The result? Boards that meet regularly, follow agendas, approve minutes, but don’t actually govern. And they are not clear about, how to do that?
So, we did something simple, yet transformative,
We mapped it out: Board Roles and Responsibilities
After weeks of observation and individual conversations, I proposed something to this board. Something simple, yet transformative. We scheduled a half-day retreat. No operational updates. No approvals. Just one question on the table: What is our role?
“Let’s map it out,” I said. Then we work together to find out,
What is governance? Strategic oversight, risk monitoring, CEO accountability, stakeholder protection.
What is management? Day-to-day operations, execution, implementation, and reporting.
Where’s the line? Clear delegation, mutual respect, structured communication.
We didn’t just talk about it in theory. We applied it to real decisions:
“Who approves the strategy?” ………..Board
“Who executes it?” ………. Management
“Who monitors progress?” ……… Board
“Who solves operational issues?” …….. Management
Then came the question that changed everything.
The Chairman, who had been mostly listening, asked: “If that’s the board’s role, what’s my role as Chairman?” This wasn’t a defensive question. It was genuine curiosity mixed with vulnerability. We spent the next hour defining the Chairman’s unique position:
The Chairman governs, not manages. Even though he’s the most experienced person in the room, his job isn’t to run the company. It’s to run the board.
The Chairman is the bridge between the board and the CEO. He supports the CEO, while also holding the CEO accountable on behalf of the board.
The Chairman facilitates, not dictates. His job is to draw out the wisdom in the room, not to impose his own views.
The Chairman sets the culture of the boardroom. If he models clarity, respect, and boundaries, the board will follow. If he blurs lines, everyone else will too.
By the end of that session, the Chairman looked both relieved and slightly sad.
“I’ve been trying to do everything,” he said quietly. “I thought that’s what leadership meant. But maybe I’ve been getting in everyone’s way.”
It was a moment of profound honesty. And it opened the door for change.
The shift was remarkable. Not overnight, but steady.
The Transformation!
We didn’t just talk about role clarity in theory. We applied it to real decisions. In the next board meeting, we had a new practice. Every agenda item began with a simple clarification:
“Is this a governance matter or a management matter?”
If governance: The board discusses, debates, and decides. If management: The CEO presents, the board asks clarifying questions, but the decision stays with management.
Let me share what happened with a scenario from the Board Meeting,
Agenda Item: New Product Line Launch
Old approach:
- The CEO presents the product concept
- Board debates product features, pricing, and marketing channels
- Directors suggest specific vendors, media outlets, and packaging designs
- The CEO takes notes, feels micromanaged, and leaves frustrated
New approach:
- The CEO presents the product strategy and how it aligns with the company’s direction
- Board asks: “What’s the market opportunity? What’s the risk? What’s the investment required? How does this fit our strategic priorities?”
- Board decides: Approve strategy and capital allocation
- Board clarifies: “Execution details, features, pricing, marketing tactics, are yours. We trust your expertise. Keep us updated on progress against milestones.”
The CEO left that meeting energized, not diminished.
Directors felt respected. They weren’t being asked to do management’s job. They were being asked to govern, to think strategically, to challenge constructively, to guide without interfering.
Management felt empowered. They had clear authority to execute. They weren’t second-guessed on operational details. But they also knew they were accountable, to deliver results, to flag risks, to operate with integrity.
The Chairman found his footing. He stopped trying to do everything. He started facilitating better conversations. He asked more questions and gave fewer directives. And paradoxically, by stepping back from operations, his leadership became stronger.
Trust began to rebuild. Not the blind trust of “we don’t need boundaries,” but the mature trust of “I know what you’re responsible for, and I trust you to do it.”
The director (who shared about his role confusion) told me months later, “I finally feel like a director. Not a super-manager. Not a figurehead. An actual director.”
Here’s what I’ve learned after years of board coaching
This experience wasn’t unique. I’ve repeated variations of this work across industries, across company sizes, across ownership structures.
And here’s what I now believe deeply: The most intelligent boards can still struggle, not because they lack competence, but because they lack clarity of role. You can have brilliant directors, experienced executives, and respected chairmen. But if no one knows where governance ends and management begins, all that talent is wasted.
Conversely, I’ve seen boards with less pedigree, less experience, less resources, but crystal-clear role clarity, outperform their peers dramatically.
Because when everyone knows:
What they’re responsible for – Accountability becomes real
What they’re NOT responsible for – Boundaries create empowerment
How to work together effectively – Collaboration replaces confusion
Good governance transforms from a formality into a force.
So, if your board feels stuck, if meetings feel unproductive, if tensions simmer beneath polite surfaces, ask yourself
Does everyone truly know their role?
In boardrooms across Bangladesh, I see versions of the same dysfunction:
The silent board: Directors who attend but don’t contribute, because they’re not sure it’s their place to speak.
The meddling board: Directors who ask about office supplies and vendor invoices, because they don’t know what else to focus on.
The rubber-stamp board: Directors who approve everything management proposes, because they assume that’s what support means.
The confused board: Directors who want to add value but don’t know how, so they oscillate between passivity and overreach.
In every case, the root issue is the same: role confusion.
And it’s costing our organizations dearly:
Wasted talent: Brilliant minds spending time on trivial matters
Delayed decisions: Uncertainty about who decides what
Eroded trust: Management feels micromanaged; boards feel uninformed
Strategic blindness: So much time on operations, no time for strategy
Accountability gaps: When everyone’s responsible for everything, no one’s accountable for anything
Because clarity isn’t just about structure, it’s about respect. It’s about effectiveness. It’s about building boards that don’t just govern, they lead.
My invitation to you
If you’re on a board, whether as a director, a chairman, or a CEO, working with a board, I invite you to pause and reflect,
Am I adding value, or just attending? Am I asking the questions that need to be asked? Do I understand my fiduciary duties and legal liabilities? Am I contributing to a culture of transparency and accountability? Am I learning and growing as a director? Are you thinking beyond this quarter, this year, this generation?
We have a choice.
Every single day, in every board meeting, we make choices. We can complain about weak governance. Or we can build strong governance, one board, one decision, one conversation at a time. We can continue performing governance. Or we can practice governance with clarity, courage, and conviction. We can protect comfort and avoid confrontation. Or we can embrace the discomfort of honest dialogue, because that’s where transformation happens. We can assume “everyone knows their role.” Or we can name it explicitly, what’s governance, what’s management, where’s the line
Miles to Go
Bangladesh deserves boards that don’t just comply. Boards that lead. Boards that protect. Boards that create lasting value. And it starts with each of us in the boardrooms we sit in, in the questions we ask, in the standards we uphold.
The journey is long. But it’s worth it.
Because when governance works:
Businesses thrive – Strategy is clear, execution is empowered, accountability is real
Stakeholders trust – Investors, employees, customers, and communities see responsible stewardship
Economies grow – Strong companies create jobs, innovation, prosperity
The next generation inherits not just assets, but institutions built to last
That’s the Bangladesh I’m working toward.
Key points
The Critical Divide: Governance vs Management
What I witnessed in that Gulshan boardroom is a classic example of the blurred lines between governance vs management. When a board loses sight of its high-level mandate and begins to interfere with day-to-day operations, the organization loses its strategic compass.
Elevating Boardroom Excellence in Bangladesh
To move beyond the “performance” of a meeting, we have to look at the standards of boardroom excellence in Bangladesh. It requires shifting the culture from one of polite deference to one of rigorous, high-level accountability. This isn’t just about following a checklist; it’s about a fundamental mindset shift for every director present.
Defining the Strategic Role of Board Chairman
Perhaps the most misunderstood position in the boardroom is the role of board chairman. Many treat it as a “Super-CEO” position, but as we mapped out the responsibilities, it became clear that the Chairman’s true power lies in facilitation and ensuring the board itself remains effective, rather than running the company from the head of the table.
The Impact of Professional Corporate Governance Coaching
The transformation I saw in this boardroom, the shift from micromanagement to empowered execution, is the direct result of corporate governance coaching. By creating a safe, neutral space to discuss these “invisible crises,” leaders can finally stop performing and start leading with genuine clarity and trust.
