Produced by Julie Garland-McLellan, Consultant at AltoPartners Australia and non-executive director and board consultant based in Sydney, Australia.

Contribution by Murat Kaan Güneri, is Managing Partner of MKG & Partners / AltoPartners Türkiye. Murat has over 3 decades experience in executive search and leadership consulting and advises Türkiye’s top leadership talent on succession planning, executive talent and board development. Murat is based in Istanbul, Türkiye.

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The Director’s Dilemma - November 2024

This month we consider the appropriate attendance of non board members at board meetings.

Sophie is a project manager with a long and successful track record. She was delighted when she applied and was accepted to join the board of a Government Agency that delivers essential complex infrastructure projects. The company has transparency and accountability as core values and all the senior executive team attend the whole board meeting to foster these values and demonstrate that the board is committed to them.

At the most recent meeting, Sophie asked a series of questions about a project that she believes could be at risk of delays and cost overruns. She felt that the CEO was not fully alert to the potential scale of the issues, and that the executive responsible, who was at the meeting, was evasive in answering. The board, however, took notice and asked for a deep dive into the project at their meeting after next.

The executive responsible for the project feels deeply offended and believes that Sophie has defamed him and questioned his competence in front of his peers and manager. He has asked the Inhouse General Counsel for advice on how to take legal action against Sophie. The Chair has been informed and has called Sophie, asking her to propose a way to resolve this situation. What would you recommend her to do?

Murat’s Answer

Sophie should first and foremost clarify her previous collaboration with the executive responsible. A direct relationship between the project manager and the executive responsible, with the purpose of sharing concerns about the project should have happened.

In responding to this situation, Sophie should document her actions and communications carefully to maintain transparency throughout the process. By demonstrating her commitment to resolution and collaboration, she can contribute positively and reinforce the values of accountability and transparency. First, she should reach out to the executive to express her sincere intention, clarifying that her questions were aimed solely at protecting the project’s integrity and not at undermining his competence. An invitation to discuss his concerns in a private setting could help rebuild rapport.

Next, she should consider suggesting a joint meeting with the executive, potentially mediated by the Chair, to facilitate a candid discussion about the project and any miscommunications that occurred. This approach can help diffuse tensions and foster a collaborative atmosphere.

Sophie could also propose implementing a structured feedback mechanism between the executive responsible and herself. This can reinforce a culture of open dialogue and allow concerns to be addressed proactively. Such a mechanism may help alleviate future misunderstandings and protect individual reputations.

Julie’s Answer

Sophie has likely not defamed anyone, but could be guilty of bullying or harassment. It’s a common misconception that board members can ask as many questions as they want during the meeting. They can’t. It’s counterproductive.

A director should ask enough questions to identify an issue, and potentially assess the scope, then it is time to ask for the matter to go back to management with subsequent reporting to the board in a timeframe that is appropriate for the level of risk and the expected speed of developments.

Once you have asked the questions that the executive team can answer whilst in the meeting, you are not adding any value, risk getting incorrect answers, and have started to interrogate and torture, rather than challenge and enhance, your executive.

A good chair would have intervened, gently, when the answers started to sound ‘evasive’, to shut down the discussion. Good board colleagues might also have stepped in, especially as they would know that Sophie is new to the board and still finding her voice. But they didn’t. They used the opportunity she created to request a deep dive while letting Sophie be the ‘villain’.

Now Sophie needs to rebuild bridges. Her first step is to seek support from the chair while she reaches out to the CEO to rebuild a trusting and respectful relationship. That does not mean that she should cease voicing her concerns about this – or any other - project. She needs to learn to bring her CEO and executive team with her so that they perceive the benefit of her questions and feel respected and safe in her presence.

The board has given management a reasonable time to do some good work on responding to the concerns; Sophie can use that time to show her support and maybe help them.