With Corporate Governance still hogging the limelight, the role of non-executive directors remains under scrutiny.

What started off as advisory roles for the benefit of the executive managements have evolved into those of protectors of shareholders’ interests. This has resulted in the relationship between the non-executive directors and executive directors becoming somewhat tense.

Some non-executive directors have gone down the road of becoming corporate policemen, creating an adversarial atmosphere in the boardroom. This not only injects friction in the relationship but more importantly, is ineffective.

To a great extent, non-executive directors, still have to rely on the executive directors to share information about the business in order to be able to contribute ideas and ask the correct questions. If the executive directors believe that the non-executive directors have little interest in contributing constructive ideas but are obsessed with finding something wrong, then it is not in their interest to share any more information than is absolutely necessary.

Once the board enters this rather cynical frame of mind, the non-executive directors are rendered worthless. Not only do they not make a positive contribution but they no longer have enough information to spot anything which is going wrong.

Therefore, the best approach for non-executive directors remains to support the management in developing the business by contributing ideas on the basis of their experience in other organisations. The issues that face businesses, across sectors, have much in common. Growth strategy, customer relations, supplier relations, regulatory interface, geographical diversification, investor relations and risk management are some of them.

It is only in the course of such open and constructive discussions that the non-executive directors may be able to spot a potential problem before it becomes a crisis. When problems are identified, then the first course of action for the non-executive directors should be to assist the management in rectifying them. Only if and when they conclude that the existing executive team is incapable of fixing them, should the ultimate sanction be deployed.

Samuel Johar is Chairman of Buchanan Harvey & Co., an executive search and evaluation firm.