In the control room as an independent councillor: here are the rules of the game

The most significant change, however, is qualitative: nomination committees meet on average 8-9 times a year, 'board evaluations' are a practice in 85% of companies, and sustainability committees have risen from 20% in 2017 to 68% in the most recent surveys. Demand has therefore shifted towards distinctive strategic competencies, and boards are looking for immediately useful input at the table, not just formal requirements: cyber and AI, digital transformation, advanced risk & compliance, M&A and integrations, sustainability as a value lever. These are the areas that really guide the composition of boards today, who demand operational experience, a verifiable track record and the ability to bring value from day one.

Is independence a formal or a substantive concept? How much does it matter, in fact, internally within boards?

It matters in a substantial way. Formal independence is necessary and independence of judgement is what really protects all shareholders. It is built with processes - i.e. transparent nomination, board evaluation, agenda and materials in advance, clear minutes - roles, i.e. both Lead Independent Director where appropriate, and finally composition, i.e. diversity of experience. Without these conditions, the independent director risks being so only 'on paper'.

Technical skills, soft skills, reputation and leadership: which of these characteristics is most difficult to find in candidates today? 

Council leadership, and thus a predisposition to ask the right questions, constructive dissent, synthesis that makes issues 'decidable', time management and conflict management. It is different from executive leadership because it does not lead people, but elevates decisions. Immediately afterwards I put soft skills: in a board of directors you work in a team, so I emphasise above all the ability to listen actively and the ability to influence with authority and at the same time with humility.

Finally, the reputation given by the mix of integrity, reliability, confidentiality. Without this factor, nothing holds up.

Do credible networks and sponsorship still count for much? Is this a limitation at the expense of competence?

They count because boards are fiduciary bodies. Credible sponsorship does not replace merit, but certifies it. The limitation arises when the network is closed and self-referential, and this explains why a third-party process is needed: defining competences transparently, scouting for professionals beyond the inner circle, comparing profiles on comparable evidence and justifying choices in a traceable manner. By proceeding with this model, the network validates merit and does not replace it.

The most common mistake of those who think they can get into a boardroom?

Treating this opportunity as a prestige title or as the natural continuation of an executive career. Instead, it is just the opposite, it is responsibility. What is needed is a clear value proposition - "what board problem do I help solve?" - and an awareness of boundaries. The board does not manage, it directs and supervises.

In the boards of family businesses the use of head hunters has historically been limited, what advantages does the new Code of Self-Discipline bring to the company?

The introduction of the new Code promotes a quantum leap in board appointments by establishing greater clarity in roles between family, ownership and company, calling for transparency in board appointment and evaluation criteria. Involving executive search companies makes it possible to go beyond the historical relational circle with structured scouting and comparability of profiles and to align board competencies with the strategic agenda, identify gaps and select targeted profiles to fill them. Not least, relying on executive search professionals ensures greater process transparency with a direct benefit in terms of credibility towards banks and investors.

Three practical tips for those aspiring to join a board of directors as independents.

The first: define your value theorem in three lines and anchor it to material themes such as, for example, post-acquisition integration in internationalised SMEs or cyber and resilience for utilities/regulated. Then align board CV, short bio and public presence to that positioning.

The second piece of advice is to train at the boardroom table: advisory boards, subsidiary boards, non-profit level. One cannot enter a board without having built up experience in smaller contexts where one can practically learn the concept of collegiality, measure commitment and build evidence. The third, finally, is an invitation to learn the architecture of relations, which does not mean 'networking' but knowing how to map who makes decisions (shareholders, chairman, nomination committee, advisors, etc.), choose quality contexts and offer contributions that leave a trace.

Last question: how are AI, new geopolitical risks and sustainability changing the responsibilities of boards?

Today, a major qualitative leap is required because the perimeter of the board is shifting from compliance alone to the oversight of transformation and its factors: data-driven and AI-driven decisions, resilience of supply chains, discipline in capital allocation and ROIC (Return on Invested Capital, ed.) under new pressures, material sustainability embedded in plans, geopolitics and cybersecurity firmly entering the risk profile.

Boards of directors today must have anticipatory capacity, not just react when risks materialise.

And what will the councillor of the future look like then?

It must combine an understanding of technology, an understanding of increasingly complex risks and financial discipline. But the non-negotiable trait remains independence of judgement in the service of quality decision-making. And in this sense, continuing education courses and professional communities such as Nedcommunity play a fundamental role in the growth and development of the figure of the NED.