Your Independent Director Shouldn't Be a Policeman

Your Independent Director Shouldn't Be a Policeman

What is the job of an Independent Director?

• To check compliance?
• Monitor management?
• Control risk?

Say “No” when things become dangerous?

Yes.

But if that's all your Independent Director does, your board may be missing half its value.

At the 2026 SID Directors Conference on 28 August 2026, Keppel Chairman and former DBS CEO Piyush Gupta made an important point:

Boards cannot just be policemen.

Boards are responsible for strategy, direction and creating long-term shareholder value.

That made me think about one of my favourite analogies:

Corporate governance is the brakes that allow businesses to go faster.

Think about a Ferrari. What makes it fast? The engine?

Of course.

But would you drive it at 200 km/h without reliable brakes?

Good brakes don't make a Ferrari slow.

Good brakes give the driver the confidence to accelerate.

Business works the same way. Management is the engine. Management creates ideas, pursues opportunities and drives growth.

The board provides oversight.

But oversight should not mean constantly telling management:

“No.”

A good board should help management confidently say:

“Yes, but let's make sure we understand the risks.”

That requires Independent Directors who ask three deceptively simple questions:

What can go wrong?

What are we not seeing?

Are we creating sustainable long-term value?

And sometimes the biggest risk isn't that information is unavailable.

It is that the information is there, but nobody sees its significance.

Piyush Gupta shared an illuminating DBS experience. Some directors had said they were unaware of losses relating to the bank's Middle East exposures. The information had actually reached the board. But it was buried.

His response was that he never wanted directors to be able to say:

“We did not know.”

That's a powerful lesson for every board.

Today, directors can receive hundreds, even thousands, of pages of information.

Soon, AI will help us process even more.

But the real question isn't:

“Do we have enough information?”

It is:

“Do we know what matters?”

That's where Independent Directors create value.

Not merely reading reports.

Not merely ticking compliance boxes.

• But connecting dots.
• Challenging assumptions.
• Seeing risks management may be too close to see.
• And bringing an outside-in perspective into the boardroom.

This is also why I believe boards should not appoint Independent Directors simply to fill seats.

As Piyush Gupta put it, a board should be a “collective of talent.”

Different companies need different combinations of knowledge, wisdom and skills.

The question therefore shouldn't simply be:

“Is this person qualified to be an Independent Director?”

A much better question is:

“What will this person add to our board?”

A good Independent Director should know when to say:

STOP — when the downside is unacceptable.

SLOW DOWN — when assumptions need to be tested.

But also:

GO — when the opportunity is sound and the risks are understood.

That is the Independent Director I believe companies increasingly need.

Not another policeman.

Not another rubber stamp.

Another pair of experienced eyes that can see what management may not see.

Because corporate governance isn't about preventing companies from moving.

It is about giving good companies better brakes, so they can go faster, safer and further.