Behind every successful business decision stands an invisible yet powerful force – the board. It is in the boardroom where strategies are shaped, risks assessed, and changes born that transform not only companies but often the entire business culture of a country. We spoke with Rolandas Valiūnas, Managing Partner at the law firm Ellex Valiunas and Co-Chairman of the Board at the BMI Executive Institute, about how the role of boards in Lithuania is evolving and what challenges remain ahead.
– In business, everyone wants to succeed. Can we say that companies with experienced, professional boards make more balanced decisions?
Even the best management team can lose its potential without strong governance. Companies with professional boards are far more likely to make strategically grounded decisions than those where decisions rest solely with executives or shareholders. However, a board should never be a bureaucratic formality – it must serve as a center of balance, strategic thinking, and accountability.
A study of U.S. company executives showed that only 32% believe their boards possess the right knowledge and skills. Having professionals on a board is not enough. What matters is that they are experts in fields relevant to the company’s activity. In manufacturing, value comes from specialists in technology, logistics, or workplace safety; in finance, from experts in risk management or investments. The alignment between competencies and business reality is as important as professional experience itself.
– What kind of people truly make a board effective?
Good governance depends on a balance of competence, independence, and diversity. Technical expertise alone does not guarantee sound decisions – those come from varied experiences, perspectives, and a balance of genders and cultures. Boards that embrace diversity of thought make more sustainable decisions because they avoid bias. Effectiveness also depends on members’ engagement. If professionals are there only for status or formality and fail to immerse themselves in the company’s challenges, their contribution will have no real impact.
– Why are boards still not widespread in Lithuanian businesses?
Lithuania’s business ecosystem still largely consists of small and medium-sized enterprises where owners or CEOs make most decisions. In such organizations, boards are often seen as redundant since decision-making is direct and short.
Boards are more common in joint-stock companies where they are mandatory, in foreign-capital enterprises, or where external investors are involved. In those cases, the board becomes a natural mechanism of investor influence and control.
– How have state-owned company boards evolved since Lithuania regained independence?
Over the past three decades, the boards of state-owned enterprises have undergone a profound transformation – from formal, politically appointed bodies to professional and independent governance structures. After regaining independence, the concept of a board barely existed; decisions were made by ministries or company heads.
A turning point came around 2010, when Lithuania sought membership in the Organisation for Economic Co-operation and Development (OECD). That period introduced clear selection criteria for board members and the implementation of good governance assessments.
Today, over 60% of members of collective management bodies in state-owned enterprises are independent, all board chairs are professionals, and women hold about one-third of all board seats. This is a significant achievement – though there is still room for improvement.
– From your perspective, what are the biggest remaining challenges in state-owned company boards?
While progress is evident, the independence of boards from government institutions still raises concerns. Not all politicians appreciate the autonomy of state-owned company boards; some still see them as administrative bodies for approving reports rather than strategic management organs.
Another problem is the shortage of professional independent members. The goal of fully centralizing the state’s shareholder functions in one institution has not yet been achieved. All this shows that while the system has not reached full maturity, the direction is right.
– How do you view the idea of including employee representatives on boards?
Employee representation on boards is not new – it exists in several European countries, particularly in Scandinavia. For example, in Norway, employees have the right to elect representatives to company boards with more than 30 employees, and representation becomes mandatory in companies with more than 200 employees.
These models work where a culture of trust and partnership between employers and employees has been cultivated for decades. In Lithuania, the prevailing model still focuses on shareholders as the main stakeholders, so such mechanisms could distort the board’s strategic role. For now, it is more important to strengthen employee engagement through other means – works councils, collective agreements, or internal communication mechanisms – rather than duplicating the board’s functions. Even collective agreements should not be imposed by law but rather arise naturally from employer–employee cooperation.
– Lawyers often serve as board members. Risk management is only part of that responsibility. How do lawyers fit into the broader decision-making process of boards?
The most successful professionals understand that in today’s boards, legal expertise alone is no longer enough – one must grasp business strategy, finance, technology, ESG, and reputation management. Lawyers often enter boards with a strong sense of risk awareness, but to become genuine strategic partners, they broaden their knowledge through specialized governance programs in Lithuania and abroad, including the BMI Board Leadership and Governance Programme.
Still, no board member – whether a lawyer or another professional – can possess all possible competencies. Each contributes their own experience, and together, the board functions as a unified organism capable of seeing further than any single function or discipline.
– Finally, how would you briefly define a good board?
A good board is a quietly operating yet the strongest engine of a company. It unites diverse experiences and perspectives to create long-term value rather than short-term gain. It is an invisible but very real power that shapes not only the future of companies but of an entire nation.