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

Contribution by Dr Julia Zdrahal-Urbanek. Julia has successfully built up the Austrian executive search business of AltoPartners. She has worked in the manufacturing & technology sector, for NGOs, in financial services and for health/biotech/pharma clients. With almost 20 years’ experience in executive search, Julia started her executive career in London, then worked at the Medical Faculty of Wuerzburg, Germany, and moved to the Austrian Chamber of Commerce, Vienna. From 2016 to 2025 Julia holds an Operating Committee role in the global AltoPartners organisation. She is regularly invited to speak about international trends covering board composition as well as board diversity and holds a Non Executive Director role in a family business. Julia holds a science master’s degree and a PhD in Psychology and speaks German and English.

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The Director’s Dilemma - December 2025

This month our real-life board dilemma concerns a new director who clearly doesn’t understand the role and a chair that appears reluctant to act.

Elle is in her second term on a board. She pushed successfully for directors to get email addresses with the company domain and to receive their papers and other notifications using only this address. The board approved this initiative as the non-profit had no IT department and ‘couldn’t justify’ investing in a portal.

At the last board election, a new young person was voted onto the board “as IT director”. There had been no discussion of skills gaps or candidates, and the directors only knew of the candidate when he appeared on the notice of meeting. It seems that there was no induction provided, which is hardly surprising as Elle didn’t receive one either, but Elle had volunteered to help with this and didn’t hear back from the Chair or CEO. Her invitation for ‘coffee’ and chat about the board - and governance in general - was ignored.

The new director is not a qualified IT person or experienced on any boards. He has been given an access to the server that includes ability to read other directors’ emails. Sensitive information from CEO and other board members is now viewed by a director with little experience on the board or understanding of governance boundaries. Staff have complained to Elle that he wants things to be done without board approval, accesses their email accounts, and insists they should respond to his requests.

What should Elle do?

Julia’s Answer

This case highlights governance and role-clarity issues, informal processes in the election of board members, and structural weaknesses within a Tier-1 non-profit board. Elle has attempted to introduce more structure and improve data protection. For example, she ensured all board members use an official company email address. She recognises that the new director is neither qualified nor aware of the boundaries of his role. Even if appointed as an “IT Director,” a board member is not an operational IT manager but part of a strategic governing body. Her attempts to raise these issues are ignored by the Chair and CEO or perceived as interference. However, it is entirely appropriate for her to insist on a written clarification of role responsibilities (for all board members!). Only a documented, non-negotiable definition of roles supports proper governance-aligned behaviour.

Elle needs to document everything in writing (e.g., staff complaints, observations regarding the IT Director’s behaviour, the Chair’s and CEO’s lack of response) and be fully aware of her own director’s duties (Care and Diligence, Act in Good Faith, Avoid Misuse of Information). Her first step should be to approach the Chair directly and outline her concerns with reference to governance gaps, lack of best practice, and potential liability risks, and record this formally. If the Chair does not respond, Elle should place the issue on the agenda of the next board meeting.

The next step would be to speak directly with the Company Secretary or Governance Officer, seek external advice (e.g., the AICD or equivalent bodies in other countries), and ultimately consider her own resignation.

For readers in a European Tier-2 board system, for example in Germany or Austria, where a clear separation exists between supervision (Aufsichtsrat) and management, some steps differ; for example, there is not always a Company Secretary or Governance Officer in an NGO. However, supervisory board members have oversight duties and no operational authority. Elle must understand the supervisory board’s duty of care and potential personal liability. Her approach would similarly be to inform the supervisory board chair, both informally and formally, place GDPR and governance risks on the agenda, involve the data protection officer if necessary, and consider resignation if the chair fails to act.

Julie’s Answer

Something is very wrong. Elle has been on this board for more than one term and yet her concerns are being ignored even though she has previously driven a valuable change in this board’s practice. Unauthorised access to emails is a breach of privacy legislation and a major cause for concern.

Elle should approach her closest ally on the board and ask them:

1. How they feel about the general skills and capabilities of this board

2. What do they think about the new director

3. What they have observed in the relationship between Elle and the Chair

4. What they have observed in the relationships between staff, the board, and the CEO

5. Why they think staff are taking complaints to Elle rather than the CEO

This is data gathering. She should listen and acknowledge the information, possibly clarify, but not challenge it. Then she should develop her plan of approach to the CEO and Chair, using the communication style that is most likely to get her heard.

Maybe ‘coffee and chat’ was too casual to get attention and she needs to be more formal. Or perhaps she is seen as a ‘squeaky wheel’ or a stickler for details that don’t add value. Or is there a relationship between the new director and her colleagues that is making them reluctant to act? Elle needs to understand the situation before she can encourage the Chair and CEO to put the best interests of the business first.

If, after a more carefully modulated approach, she is still ignored, Elle should place the matter on the next board agenda for discussion. She should do this in writing and after checking the constitution. The most urgent concerns are privacy and the overstepping of the board/management boundary to giving staff instructions. She can wait on the induction for a time when these important issues are resolved.