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

Contribution by Jaco Kriek, is Managing Director Search Partners International (SPi) / AltoPartners South Africa and has more than 25 years financial, mining and executive experience. At the IDC, he was Executive Vice President - Projects and he led the IDC Finance team in the Mozal Aluminium Smelter in Mozambique. Jaco worked at Standard Bank as Head - Mining & Metals Finance, Africa and he was the Standard Bank representative on the Phembani Board. He was CEO and Executive Director of the Pebble Bed Modular Nuclear Reactor Company (PBMR) for 6 years and is still a 45% shareholder in Ennex Developments (Pty) Ltd, a Project Development Company, focusing on power, energy and water.

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The Director’s Dilemma - September 2025

This month our real-life board dilemma concerns how to manage a director who has strong backing from the shareholder but who has mistaken the role as that of a specialist consultant.

Brett chairs a government-owned board and will reach the end of his tenure next year. Six months ago, the Minister appointed a new director to Brett’s board. The new director is an expert in environmental offsets and carbon measurement and trading. He is brilliant in his field and Brett’s company aspires to best practice in using (and monitoring) credits. The trouble is that he just seems to either find fault with the management team or to sit back and wait for ‘his’ topic to come up rather than adding value or contributing to any other topic.

Brett has tried to suggest that the director take some general governance education and also become more involved in discussions of staffing, budgeting, and other business activities, but the director rebuffs all efforts saying that he “wants to stick to what he is good at”.

Worse, the Minister suggested at Brett’s last meeting with her, that she was considering making the new director ‘Deputy Chair’ because she saw him at a recent conference and was impressed by his expertise. Brett tried to voice his misgivings but was brushed aside. He knows there is an expectation that the Deputy Chair would step up to become Chair after he leaves and knows that this would be a disaster.

What can be done about this?

Jaco’s Response

As Chair of a State-Owned Enterprise, Brett faces a typical, but difficult governance challenge. Technical expertise is valuable and important at board level, but directors must always act as custodians of all aspects and not just their chosen field of expertise. A board’s strength lies in collective accountability, every director shares the joint responsibility for e.g. Strategy, Risk Management, Financial oversight and Company culture.

The first step is to align expectations and responsibilities of all directors. Brett should appoint an independent Consultant to perform a board effectiveness and governance evaluation. Brett should also consider including the Minister (maybe for her educational purposes only), to get her views on board effectiveness and governance, as well as the consequences of her actions in respect of corporate governance. The full board should deliberate the report, preferably facilitated by the Consultant. Brett should utilise the input from all board members and the Minister, to strengthen and agree the need for collective versus narrowly defined board responsibilities.

With the fresh understanding of joint board responsibilities, Brett can find constructive ways to engage the new director on a broader basis e.g. to serve on the Audit, Finance & Risk sub-committee. His environmental offsets, carbon measurement and trading expertise can be leveraged, ensuring that his skills add value which could also change his attitude and reduce his dominance of Executive management in board meetings.

Finally, succession planning requires careful diplomacy. Brett should brief the Minister at the appropriate time, with evidence from the board effectiveness and governance evaluation, offering a competency-based succession framework. Brett can demonstrate that good govern

Julie’s Response

he best director is not the same as the most knowledgeable expert!

Getting the Minister to recognise this when she clearly respects the expertise is going to be difficult. Brett should focus on his board, which is - or should be - more within his scope of influence. Hopefully his board has an established habit of annual performance reviews; if not, his job will be even harder.

First, Brett needs to brief an expert mentor and advisor to help him and the whole board through the process. This must be someone with tact as well as expertise. There is a process to follow that will ensure the board is united, rather than divided.

Next, Brett should engage with each of the other directors to check their views of the board and their new expert colleague. It could be that he and the management team have a different view of the situation from that of the other directors.

Once Brett has a clear understanding of the views of the board, he should work with the advisor to develop a carefully constructed review that will provide evidence of the issues and ideas for solutions. This is not an ‘off the shelf’ review. Brett needs unambiguous evidence to support the course of action that emerges from the review. That probably requires a quantitative as well as qualitative approach. The results can be shared with the Minister.

Brett should share the results with the individual directors and agree a development plan for each one. It is important that the result of performance review should be performance improvement, not criticism of one director. These plans should then be implemented and appropriately resourced. Brett should use a feedforward approach where each director knows what the board and each other director are trying to change, looks for those changes, and supports as the desired change is implemented. Again, the Minister can receive reports of progress in the usual briefings. Brett can frame these in the context of getting the new director ready to step confidently into a deputy or, eventually, chair role.