During meetings and conversations with family business owners, we often hear questions about how supervisory boards function—especially regarding the participation of independent (i.e., non-family) members. Below are the most frequently asked questions and answers that help clarify common concerns.
1. Won’t an independent board member learn too many company or family secrets?
Every supervisory board member is legally bound by confidentiality obligations under applicable law. These rules are especially strict regarding trade secrets—i.e., information with direct business value. These obligations apply both during and after the term of service and are indefinite. Breaching them may result in civil liability or even criminal penalties (up to 2 years of imprisonment).
This means that no board member may disclose any information learned in connection with their role if the company considers it confidential.
Appointing an independent board member does not introduce additional risk in this area.
Moreover, a well-managed selection process should involve only individuals with high reputations and ethical standards..
2. Are we giving up partial control of the company to an outsider?
No. Every board member is expected to act in the interest of the owners. Furthermore, neither individual members nor the board as a whole manage the company’s operations. They do not have the authority to interfere in day-to-day activities. In fact, the law prohibits the board from issuing binding instructions to management regarding company operations.
As the name suggests, the supervisory board oversees the company’s activities and serves as an internal advisor to management.
Shareholders may choose to grant the board additional powers—such as requiring board approval for certain management actions—but this is entirely at the owners’ discretion.
3. Doesn’t an independent board member just add bureaucracy and burden the family board?
They shouldn’t. Legal mechanisms exist to allow the company to benefit from the independent member’s expertise without overburdening other board members—especially if those are busy family members.
For example, the board may delegate specific supervisory tasks to the independent member, allowing them to support management on an ongoing basis with strategic initiatives, transactions, or international expansion.
4. What if I can’t get along with the independent board member?
Any board member can be removed at any time by a majority of shareholders. Additionally, the company’s articles of association may grant founders personal rights to appoint or remove specific board members by written declaration.
A board member serves only as long as they retain the owners’ trust. There is no legal risk of someone becoming “entrenched” in the company structure.
A well-managed selection process should significantly reduce the risk of incompatibility.
5. Isn’t appointing an independent board member too expensive for the value they bring?
Board members should be compensated. The amount and form of compensation are subject to mutual agreement.
The compensation should reflect the expected level of engagement and outcomes, and ensure the member’s impartiality in relation to management.
Board members should also be reimbursed for expenses related to their duties—such as travel, accommodation, or other costs directly tied to their work for the company.
Author: Karol Maciej Szymański
