What People Get Wrong About Independent Directors — And Why It Matters

By Peter AP Zakarow

I've sat on boards across a wide range of organizations including one of the world's largest alcohol retailers, the Government of Ontario's agency operating its administrative tribunal system, the governing body for the sport of Golf, two of Canada's most iconic cultural venues, and numerous private companies including a mental health company who’s recent media coverage (and my unfortunate inclusion in it) prompted me to pen this article. Each role has been different in scope, industry, and complexity, but they all share something in common: the fundamental misunderstanding most people have about what a board director actually does.

That misunderstanding recently put me in the media. I can't control how a story gets told, but I can share what the experience reinforced — and why the gap between perception and reality in board governance is something worth examining.

The Photo That Told the Wrong Story

Here's the version the media ran with: a photo of me with a government minister at a hockey game, and later, a company I serve as an independent board director of received government funding. The implication was obvious. Proximity equals influence. A photo equals a relationship. A board seat equals operational control.

None of that was true.

The photo was from a single public event, nearly a year before the minister was even appointed to the portfolio that would later be involved in funding decisions. He didn't know I was a board member until the story broke. I never once discussed the company with anyone in government. I didn't know the company had applied for funding, and I didn't know when it received it. That's not a defence — it's simply how an independent director role works.

But most people don't know how that role works. And in the absence of understanding, a photo fills the void (and helps put eyeballs onto websites).

What an Independent Director Actually Is

An independent director sits on a company's board but has no material relationship with the company beyond the board role itself. No ownership stake, no management position, no consulting contract, no family ties to the founders, no financial interest in operations. The independence isn't incidental — it's the entire point.

Independent directors exist to provide objective oversight. We're the check on management. We ask hard questions precisely because we don't have skin in the operational game. We review financial reporting, assess risk, evaluate strategy, ensure proper governance processes are in place, and hold management accountable. In the best cases, we also bring outside perspective and pattern recognition from experience across other organizations and industries.

What we don't do is run the company. We don't make operational decisions, manage staff, sign vendor contracts, submit government applications, or execute the day-to-day work of the business. The board's job is to oversee that management is doing its job properly, ethically, and in accordance with the organization's mandate.

This distinction — between oversight and operations — is not a technicality. It is the entire architecture of corporate governance. When the media or public opinion collapses that distinction, it doesn't just get the story wrong about one person — it undermines the governance framework that every well-run organization depends on.

Why "Director" Doesn't Mean What People Think

Part of the problem is linguistic. "Director" sounds like someone who directs things — authority, decision-making, hands on the wheel. In corporate governance, the word means something quite different. A director governs. An independent director governs from a position of deliberate separation from the operations they're overseeing. The independence is what makes the governance credible.

When a journalist writes "board director of Company X was seen with Minister Y," the public reads it as "someone running Company X has a cozy relationship with the person funding it." The actual situation — an independent oversight figure attended a public event with someone who wouldn't hold a relevant government position for another year — doesn't generate the same reaction. But it's the truth.

The Discipline of the Role

In one of my earlier Board experiences, helping establish the cluster of administrative tribunals in Ontario that handled everything from land-use planning to environmental disputes, I brought what I thought was relevant preparation: an understanding of complex systems, stakeholder management, and strategy. What I quickly learned is that the most important skill on a board is restraint.

You have to resist the urge to operate. You see a problem, and your instinct as a business leader is to solve it. But your role is to ensure the right people are in place to fix it, that they have the right information, and that the processes they follow are sound. You govern the conditions for good decisions. You don't make the decisions yourself.

That same restraint applies to information. As an independent director, you're deliberately not involved in operational details. You receive reporting, you ask questions, you evaluate what's presented to you. But you're not in management meetings, reviewing every application, or approving every vendor. If you were, you wouldn't be independent anymore. This is a different situation from my role on the Boards of companies like Tom&Sawyer that we own and operate, but this same restraint applies as we try our best to have our "governance hat” on instead of our “management hat”.

This discipline extends to knowing when to step away. Independent directors should always be assessing whether the conditions that make their service appropriate still hold — and acting proactively if they don't. That's a standard I hold myself to across every board I serve on.

Why I Choose the Boards I Choose

There's a question the media coverage never asked, and it's the one that matters most to me: why would someone with no financial stake in a company dedicate their time, expertise, and reputation to serving on its board?

For the mental health company at the centre of the media story, the answer is personal.

I have lost people I love to mental health. A close family member has spent much of their life in the grip of untreated conditions, which has taken away their career, family and friends. They have been completely consumed by an illness they have never been willing to address, and the ripple effects have touched our entire family for a generation.

We’ve lost one of our closest friends in his battle with addiction, and recently have been separated from a dear friend who has entered treatment for addiction. Another close friend took his own life during his divorce. Another experienced a psychotic episode that destroyed his life and his family's.

Every one of these situations reinforced the same conviction: mental health care in this country is flying blind. We treat it primarily through therapy that depends on the effectiveness of a particular therapist, or through medications with limited data to prove individual efficacy. Imagine treating a cardiovascular condition without imaging, without blood tests showing cholesterol or lipoprotein(a). That's essentially where we are with mental health.

That's why I choose to dedicate my time to this board. Because I believe in what they're building: data-driven care pathways that bring precision and measurability to mental health — the kind we expect in every other area of medicine. Platforms that help therapists and first responders and peer support workers scale their reach to meet a need that is growing faster than our system can handle.

The irony of the media narrative is that it focused on a photo at a hockey game and missed the story that actually matters: why someone would choose to be there in the first place.

What I'd Tell Someone Considering a Board Role

If you're thinking about joining a board as an independent director, here's what I'd want you to know.

Your reputation is on the line even when your conduct isn't in question. Proximity and association create perception, and perception moves faster than facts. Be deliberate about the organizations you associate with.

Know your role. Governance is not management. Oversight is not operations. The discipline of restraint is what makes your contribution valuable.

Choose boards that mean something to you. The roles that sustain you through difficult moments are the ones connected to a mission you believe in. If you're only there for the credential, you'll step away at the first sign of turbulence — and that's precisely when good governance is needed most.

Know when to step away — and do it proactively. Don't wait for a conflict to materialize. If the conditions change in a way that could compromise your independence, even in perception, act before anyone has to ask.

And remember why independent directors exist in the first place. The role is a public good. Every time a competent, ethical person declines a board role because they're worried about the optics, that mechanism gets a little weaker.

I've never stepped away from a board because of media coverage or allegations. I step away when there's evidence of wrongdoing, loss of independence, or an inability to discharge my duties. That's the standard — and I wouldn't remain on any board where I couldn't meet it.

Being involved with organizations that touch government are that much more complex, and require even more diligence in documenting conduct and process. When it comes to my involvement with Keel Digital Solutions as the lead independent board member, even with my unwarranted media attention and with the active lawsuits (which I am not named in), I remain on their Board because that is exactly where governance and integrity require me to be. In my years of involvement with Keel Digital Solutions, I’ve seen a high level of professionalism and engagement, and no indication of misconduct. Allegations are now being tested through the appropriate legal and investigative processes, which is exactly how these matters should be handled.

Peter AP Zakarow is an innovation entrepreneur, strategic CEO advisor, and experienced board director. He currently serves as an independent Director on the Board of Governors of the Corporation of Massey Hall and Roy Thomson Hall, and of Keel Digital Solutions. He has previously served as an independent Director of the Board of the LCBO (Chair of the Technology Committee), Environment and Land Tribunals Ontario (Associate Chair), and Golf Ontario.