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Governance April 17, 2026 1 min read

The independent director who never disagrees

CA Dhananjay Walke
CA Dhananjay Walke
Managing Partner, DRP & Co. LLP

The most overrated person in a boardroom is not the one who disagrees.

It is the one who never does.

I’ve sat in boards where an Independent Director has not asked a single question across three consecutive meetings.

Not one.

Every resolution passed. Every paper noted. Every agenda item closed.

This is not efficiency. This is abdication.

Boards that never disagree are not aligned. They are either uninformed, disengaged, or afraid.

Any of the three is a governance failure.

The value of an Independent Director is not in their resume.

It is in the questions they are willing to ask in a room that doesn’t want them asked.

The best board members I’ve worked with share one quality.

They are comfortable being temporarily unpopular.

They ask the question that slows the meeting down. They request the paper that nobody prepared. They are the reason a bad decision didn’t get made that day.

Nobody thanks them in the moment.

Six months later.. everyone is grateful.

What's the most important question you've seen asked or wish had been asked in a board meeting?

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Disclaimer: This article is prepared for general information purposes and should not be construed as professional advice. Views expressed are those of the author. Readers are advised to consult a qualified professional before acting on anything in this article. DRP & Co. LLP does not accept any liability for actions taken based on this article.