Move to the Board.Move the Board.

Good night, good governance?

SpaceX just went public with one man as CEO, CTO and Chair, holding 82 percent of the votes. Meta runs on Mark Zuckerberg's 61 percent. Oracle's founder chairs the board that is meant to supervise him.

The most valuable companies in America break the rules of good governance. And they keep winning.

So I put it to the test. I scored the 13 largest US value creators of the past three years on classic governance quality, independent chair, one share one vote, no controlling owner, and set that against the value they created.

The result: no relationship worth the name. Well-governed and badly-governed companies sit side by side, at the top and at the bottom. NVIDIA and Apple are cleanly governed and lead the field. Alphabet, Meta, Oracle, Walmart and Berkshire are founder- or family-controlled, and among the biggest value creators of recent years. Governance quality does not predict who creates value.

That kills the easy conclusion that governance is dead. It also kills the comfortable one that good governance drives returns. Governance does something else.

It is insurance against the day the founder is wrong. Zuckerberg has committed more than 80 billion dollars to Reality Labs against open investor objection, and no one could have stopped him. You cannot know in advance which bet is the ruinous one. The brake matters precisely because the outcome is unknown.

For a company with a controlling owner, the old checklist asks the wrong question. An independent board cannot check an owner who elects it. The useful questions are answerable: is there a real successor and a board that works without the founder, are related-party deals approved by the minority, do super-voting rights carry a sunset, is every dealing disclosed?

The title on the org chart tells you what the governance looks like. The voting structure tells you whether it works.

From overseer to partner

You know you have become a thought partner the day the CEO calls you about something that is not on any agenda, before it is even a topic.

Most directors never get that call. On a German supervisory board the climb is steeper, because the structure casts you as the overseer by default. Assume a board where you want to be more than that. How do you get there?

Credibility comes first. You start with whatever authority your biography carries into the room: a strong track record, or deep expertise in a field that matters to this management team. Without it, the early months are an uphill climb. Younger directors feel this most. I still argue for appointing them, I once had a thirty-year-old on one of my boards, but the credibility a long career confers is the one thing they cannot yet have.

Then protect the executive's credibility. Once you have standing, the work turns on trust. Challenge the management hard, but never undermine them in front of their board. The common mistake is to perform your own expertise, to count your own interventions, and to miss what each one costs the CEO in the room.

Raise the hard points before the meeting, not inside it. Give them room to respond. Never ambush. That fairness, applied consistently, is what earns the trust.

The last level arrives when the executive trusts you beyond the boardroom and beyond your formal role. When the CEO calls on a question that has nothing to do with the supervisory board, long before it becomes a formal topic, you have arrived.

You become a thought partner in the conversations that no minutes record.

Size is not the prize

My first board mandate was with an MDAX-listed company. I assumed the DAX would come next.

It did not, and I let that ambition go. I went smaller instead. Today my mandates run from an early-stage startup to a very large corporation, and the size of the company tells me almost nothing about whether the seat is worth it.

Two things decide that for me. Impact, and the people I work with.

On impact: bigger often means less. As a single director on a large board, your individual voice carries less weight. In Germany the picture gets harder still. Codetermination and a listed supervisory board add political complexity that often drains energy. In a one-tier board, where the board carries real responsibility for strategy and not only oversight after the fact, a single director can move more.

The clearest case is my startup. I think of it as a speedboat. Highly agile, a wide open opportunity space, dozens of decisions still unmade. An established company is more like a tanker you can correct by a few degrees only, and slowly. The younger the company, the larger the space where one voice still changes the course.

The second criterion is the people. Your relationships with the other directors and the CEO matter. How the chair runs the room matters most. I would turn down a seat where I could have real impact if I did not believe I could work with the people in it.

Before you accept, meet every single board member and look hardest at the chair. The org chart will not tell you what the room feels like.

Size is the easiest thing to see and the least worth chasing.

Pick up the pen

For most of my early career, I refused to take the notes.

Frau Lange, schreiben Sie mal mit. Write it down, would you. The request landed on me more often than on the men in the room, and I learned to decline it on purpose. Picking up the pen looked like being handed the secretary's job. So I kept my hands off it.

In the boardroom I had to unlearn that.

The person who structures the conversation runs it. Talking the most does not do that. Standing up, organizing the thinking, summarizing where the room has landed and naming what is still open: that moves the meeting forward, and it shapes where the meeting ends up.

Agenda-setting usually sits with the chair. But not necessarily. Any board member can pick up the structuring role in the moment, and most leave it lying on the table because it still carries the whiff of admin work.

The minutes work the same way. Forget the legal-protection angle, that is a separate post. Think about influence. The strategic point you want the board to own has to survive into the written record. If it is not in the document, it did not happen. Whoever shapes the wording shapes what the board is later bound by.

The role I spent years avoiding is one of the quietest forms of leadership in a boardroom. You do not need the chair's title to take it. You need to be willing to pick up the pen.

Trailer vs. documentary

Most senior executives start their first board search with the document they already have. A strong executive CV.

That instinct is a common reason capable people are not taken seriously for a mandate.

An executive CV shows what you did. Results, numbers, projects you led, teams you ran. A board CV shows what a board gains by having you in the room. Your ability to oversee, challenge and give direction to a management team you do not run.

A good executive CV reads like the trailer to an action film. Fast, full of highlights. A board CV reads like a documentary. Considered, reflective, strategic.

The board member sits one step removed from execution. And the reader of your materials, a chair, a nomination committee, a headhunter, asks one question throughout: what does this person add to our governance that we do not already have?

Every line should help answer it.

Across the board materials I reviewed, the same weakness showed up again and again. The CV stayed in the sender's perspective, what I have done, instead of the addressee's, what a board gets.

That single reframing, from sender to addressee, is what turns an executive profile into a board profile.

80% happens before the meeting

Most new NEDs spend their first months focused on the meeting. The agenda, the papers, the room. That is the wrong focus.

80% of what actually shapes decisions takes place before the session. Between people, not in front of them.

Many boards, especially male-dominated ones, operate on a specific currency: airtime, positional confirmation, who backs whom. I watched that dynamic carefully before I said much. I never found a way to play it well. What worked was listening until I understood where the real positions were. Then speaking with structure. Thesis, counterpoint, synthesis, placed at the right moment.

But the real advantage is outside the room.

One-on-ones before a session are where you learn how colleagues actually read the situation. What they think needs to happen. Where they will hold firm and where they will not. That is where a shared agenda takes shape, and where you decide what to push together and what to hold back.

The sessions where the board meets without management are often the most revealing. The gap between what the board really believes and what it says in front of the executive team is regularly larger than you would expect. Knowing that gap is what allows you to act with a clear picture.

Trust comes first. Before your arguments carry weight, the executive team needs to know you are working constructively. That takes time. It does not happen in the meeting room.

Then the hardest part. You were brought in because you think differently. And there is often an unspoken expectation that you will adapt. Both matter. Bringing your perspective without becoming a constant source of friction is something you learn. Push the same point every time and you lose alliances. Adapt completely and you lose the only reason you were brought in.

Your influence as a NED is built outside the session. The room is just where you use it.

The skills matrix problem

Every DAX-40 company now publishes a board skills matrix. Ticks and crosses. Financial expertise. Industry experience. International background. ESG. Digital. AI.

The instrument is well-intentioned. Used well, it forces a useful conversation: what does this board actually need? What is missing? Where do we have gaps?

But several years in, the evidence is not encouraging.

The first problem is architecture. Most matrices make no distinction between what every director must bring, what the board needs to cover collectively, and what belongs outside the boardroom entirely. Cybersecurity is a good example. Does the board need a cybersecurity expert? Or does it need directors who can ask the right questions of the CISO and recognise when the answers are insufficient? Those are not the same requirement. Conflating them produces boards that look well-equipped on paper and are not.

The second problem is the rating logic. 84% of DAX and MDAX companies still use a binary classification: either no knowledge or good knowledge. That binary tells you almost nothing. A director who attended two AI briefings and a director who built and sold an AI company both tick the same box.

Only 46% of DAX and MDAX companies disclose that their assessments are based on self-evaluation by board members. The rest do not say. Which means the matrix is, in most cases, an unvalidated self-assessment presented as an objective picture of board competence.

A useful skills matrix would distinguish competence levels clearly, define what each level means, and link claims to evidence. A few companies are moving in that direction. Most are not.

The instrument is sound. The implementation has a long way to go.

Know your number

Not all board compensation is negotiable. At listed companies, you enter a structured system with external benchmarks and no room to move. What follows is for everyone else.

The real problem in most board compensation discussions is not the negotiation itself. It happens earlier. It is the moment when a director, often without realising it, starts from the company's number rather than her own. The instinct to accommodate is strong, particularly among women. I recognise it in myself. The company is early-stage. The budget is tight. They really want me. And so the internal monologue begins: I understand they cannot pay much right now.

That is the mistake. And it happens before anyone has said a number.

Here is the method that helped me. Take your highest total compensation year as an executive. Include everything: base, variable, benefits, pension contributions. Convert it to a day rate. Then add 20 to 30 percent. You are not employed. You carry no job security, no employer contributions, no structured career path. That adjustment reflects reality, not ambition. The number you arrive at is your anchor. Not their opening offer.

One more option worth knowing: lower the entry barrier. In mandates where both sides are uncertain, suggest starting with a defined consulting engagement before committing to a formal board role. It gives both parties a chance to see the value of the contribution in practice, and creates a natural transition point to renegotiate on better terms once the value is visible.

The common thread in all of this: you cannot negotiate well from a number you have not calculated yourself. Know what your time is worth before the conversation starts. Everything else follows from that.

What determines your board compensation

Most people accepting their first board mandate have never thought carefully about what their time on a board is actually worth. The system does not make it easy. The rules differ fundamentally depending on where you sit.

At listed companies, board compensation is public, benchmarked externally, and not negotiable. You enter a system. Size drives the level: revenue, market capitalisation, complexity. The bigger the company, the higher the retainer. One pattern that still surprises many first-time directors: international mandates, particularly in the UK, Canada, and the US, pay significantly more than comparable German mandates. The reason is structural. A board expected to contribute to strategy and value creation is compensated differently from one whose primary function is oversight. The legal architecture shapes the role. The role determines the pay.

Outside listed companies, in Beiräten, PE-owned businesses, family companies, and start-ups, the level and the structure are more open. Three models appear most frequently. Fixed retainers are one common form: predictable, simple, easy to administer. Variable compensation ties part of the pay to company performance, either short-term through bonuses or profit-sharing, or long-term through equity or options, most commonly in growth-stage companies. Time-based models work from an agreed day rate settled against actual engagement. This model has a real advantage: it forces a conscious conversation about the value of your contribution relative to cost, and it creates a natural basis for renegotiation when the scope of your involvement expands.

Three things are worth getting right before you sign, regardless of the model. The level is set by context, not negotiation, in the listed world. In everything else, it is not. Know which situation you are in. The compensation model signals the expected role. Fixed pay fits a control function. Variable pay implies co-responsibility for outcomes. Before accepting a variable structure, be precise about what accountability you are actually taking on. Track your hours from day one. Time commitments that look contained at the outset rarely stay that way. Get the expected time commitment into the contract. Not as a formality. As the basis for every conversation that comes after it.

What nobody tells you

Nobody tells you where to sit. It sounds trivial. It is not.

Visibility in a board meeting is not equal. Where you sit determines whether the chair sees you when you want to speak, whether you are in the sightline of the people whose attention matters, and whether you are perceived as central or peripheral to the discussion. Most first-time directors sit wherever is convenient. That is the first mistake.

Nobody tells you about the pre-meeting, either. The real discussion often happens before the formal one. Positions are formed bilaterally, sometimes days in advance. By the time the agenda item comes up, the outcome is frequently already settled. Walking into a board meeting cold, without prior conversations, means arriving after the game has started.

Nobody tells you to fight for your line in the minutes. The protocol is the only document that legally exists after the meeting. What is not in the minutes did not happen. If you raised a concern, ask for it to be recorded. Explicitly. The instinct in the room is to keep things smooth. That instinct can cost you later.

Nobody tells you that every contribution in a board meeting carries two messages simultaneously. What you say. And who you are signalling alignment with. Women tend to speak when they have something substantive to add. That discipline is an asset. But in a room that meets only few times a year, relationships are not built through proximity. They are built through deliberate acts. Alliances formed in the meeting itself, through explicit support of a colleague's point, matter more here than in almost any other professional context.

Most directors prepare thoroughly for the content. Far fewer prepare for the room.

What is a board actually for

Five years on a German Supervisory Board. Then a Canadian board appointment.

I assumed the governance fundamentals would be the same. The legal frameworks, the committee structures, the fiduciary logic. Maybe ten percent left to learn. I was wrong about the ten percent.

The biggest difference had nothing to do with procedure. The two boards held fundamentally different answers to one question: what is a board actually for?

That question sits at the centre of a debate we keep having badly. We argue about board compensation, fixed versus variable, as if that were the real issue. Compensation is a derivative of the role. And the role is not the same thing across governance systems.

Two-tier versus one-tier. Control board versus strategic board. And a less visible third category, defined not by law but by drift, where the role has moved but the structure has not caught up. The legal architecture determines more than most directors assume, and the compensation debate keeps missing the point because it starts from the number rather than the role.

CEO succession, a permanent task

The most important job of the board is not oversight. It is succession.

46% of all CEO departures in Germany in recent years were classified as disruptive. Unexpected. Unplanned. In nearly half of those cases, there was no direct successor ready.

That number tells a lot about how seriously boards take succession planning. Often, boards discuss a list of 20 names once a year at the end of a nomination committee meeting. That is not succession planning.

Real succession work starts years earlier. It means knowing the people in the second and third tier of management. Not from a CV, but from actual exposure. Every board meeting is an opportunity: let potential candidates present. Let directors observe how they think, how they handle pressure, how they communicate. Build a real picture over time, not an emergency impression when the seat is already empty.

It takes patience and time

I told you so. The sentence you most have to bite back as a non-executive director.

I raised an issue in January that got parked. Reraised it in March. Watched it get quietly absorbed by April. Then presented as a new idea in June. By someone else.

The temptation is real. But claiming that moment is a mistake. Because the most durable decisions are the ones the executive team believes they arrived at themselves. That self-discovered logic is not a failure of credit. It is how organisations actually change.

The advisor who cannot resist saying I told you so is still thinking like an executive. The job is to be the prompter. To place the right thought at the right moment, then let someone else take the bow.

Reporting is not governance

Reporting documents what happened. Governance shapes what happens next.

The EU Omnibus I Directive, adopted in February 2026, narrows CSRD to companies with more than 1,000 employees and more than 450 million euro in annual turnover. An estimated 80% of previously in-scope companies fall out. That correction was overdue. The original scope was disproportionate.

But the harder problem was not the reporting burden. I chair a Sustainability Committee. The pattern I see: CSRD created urgency around sustainability. That urgency went almost entirely into compliance. Data collection, frameworks, auditor conversations. Very little into the question that actually matters: which sustainability factors will materially affect our competitive position in the next five to ten years?

Reporting documents what happened. Governance shapes what happens next. No regulation fixes that distinction. The board has to. Fewer companies in scope will not help if the wrong questions are on the agenda.

The ask, page one

The board paper was 243 pages long. The actual decision was on page 237.

I have seen this pattern more times than I can count. Management works for weeks on analysis, context, background. And buries the one thing the board needs to decide somewhere near the end.

The result: two hours of discussion about the wrong things. A decision made in the last 15 minutes, under time pressure, with half the board mentally already somewhere else.

Good board papers are not summaries of everything management knows. They are structured arguments for a specific decision. With the ask on page one. If your board papers do not start with We are asking the board to approve X, because Y, by Z date, that is worth fixing before the next meeting.