When Roles Are Unclear, Governance Weakens: The Boardroom That Felt Like a Drama Class

By Prof. Enrique N. Soriano

Antonio chaired the meeting, but it did not feel like a Board.

What began as a discussion on capital allocation quickly unraveled. A brother raised an old disagreement about past decisions, shifting attention away from the agenda. A

sister responded by questioning intentions rather than strategy, while another sibling withdrew entirely as voices escalated.

The agenda was never completed.

This is far more common than most families admit. Across Asia, I encounter this regularly when invited to sit in as a Board adviser. What unfolds is not governance—it is

family dynamics playing out under the guise of formal structure. What should have been a disciplined exchange of ideas becomes an emotional interaction shaped by memory

rather than merit. No formal resolution is reached, yet participants leave with the illusion that progress has been made. Left on their own without a clear governance anchor,

these Boards drift toward predictable conflict.

The Confused Director Who Spoke as an Owner

In another family, a newly appointed Board member justified every position with a familiar line: “As a shareholder, I believe.”

He resisted reinvestment, pushed for higher dividends, and challenged management decisions—not from a governance perspective, but from personal financial interest.

He was not wrong as an owner. But he was misaligned as a director. His arguments were valid, yet misplaced in context. The Board required balance and long-term thinking. Instead, his influence began to tilt decisions toward short-term gain at the expense of sustainability.

A Pattern Too Common to Ignore

In my work as a Board Mentor, I observe this dynamic in seven out of ten family Boards. Family members enter the Board without a clear understanding of the role they are expected to play. They move between being shareholders protecting returns, directors providing oversight, and relatives navigating personal history. This shift is often unconscious, but its impact is real. When roles blur, governance weakens. Discussions lose structure, and decisions begin to reflect personalities rather than principles.

The Core Issue: Role Confusion

Family enterprises operate across three distinct systems: family, ownership, and governance. The family system is driven by relationships and history. Ownership is defined by rights and expectations. Governance demands accountability and discipline.

When these systems overlap without clear boundaries, the Boardroom becomes an extension of family interaction rather than a platform for structured decision-making. The absence of role clarity creates confusion in both authority and responsibility.

Why This Happens

Family members are rarely taught that being a shareholder does not automatically make one an effective director. Nor are they guided through the transition from participant to steward. As a result, they rely on what is familiar—experience, hierarchy, and emotion. While these instincts may have shaped the business in its early stages, they are insufficient for governance at scale.

The Consequences. When roles remain blurred, decisions are influenced by personal history rather than business merit. Board discussions lose focus, and accountability becomes inconsistent.

Over time, what appears to be unity is often unquestioned alignment or quiet disengagement. Professional managers hesitate, waiting for direction instead of acting with clarity. Execution slows, and organizational momentum weakens.

A Necessary and Deliberate Shift

Effective governance begins with clarity of role. A shareholder has a voice. A director carries responsibility. A family member carries relationships. These roles must not be confused.

Clarity is not restrictive. It is what allows discipline and trust to coexist.

What Must Change

Families must define roles clearly, separate family and Board forums, and enforce structured decision-making. Only then can the Board function as an institution rather than an extension of family dynamics. Family businesses do not weaken because families are involved. They weaken when family roles override governance responsibilities. Because when roles are unclear, accountability disappears—and governance begins to fail long before conflict becomes visible.

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Author’s Note

Prof Enrique M. Soriano serves as a Mentor at the Singapore Institute of Directors Board Readiness Program, where he contributes to the development of current and aspiring directors in corporate governance, board effectiveness, and strategic oversight. He advises multi-generational family enterprises and boards across Asia, advocating for merit-based board composition and principled stewardship to ensure long-term sustainability.