Produced by Julie Garland-McLellan, one of Australia’s most internationally acclaimed company directors and board advisors. She is renowned for her practical experience as well as deep governance expertise and qualifications. She is a consultant at AltoPartners Australia and is based in Sydney, Australia and travels worldwide to bring boards and directors the practical development and insights that they need.

Contribution by Jana Martinová, the owner and manager of Accord Group in the Czech and Slovak Republic, and a founding partner of the AltoPartners global alliance. Jana is a long-term board member of the French-Czech chamber of commerce and has represented CEE on the global board of AltoPartners. Jana feels “at home” in different cultures and languages including German, Czech (both mother tongues), French, English (fluent), Russian and Serbian/Croatian (working level). She is based in Prague, Czechia.

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The Director’s Dilemma - April 2026

This month our real-life board dilemma concerns a decisive CEO and a Committee Chair who feels left out of a relevant decision.

Helen chairs the people and culture committee of a government-owned utility business. At the last board meeting, the CEO reported that he had restructured the business to reduce the number of his direct reports from six to four, reducing costs to meet government savings and efficiency targets. He had already informed the people who were changing roles and reported the changes to the Minister.

She feels disrespected. Surely, he should have discussed these changes with the committee before implementing? She rang the Chair as soon as she read about the proposal in the board papers (a couple of paragraphs in the CEO report and a ‘for noting’ paper with the new organisation chart, role titles, and delegations). The Chair had not been aware of the changes until discussing the papers with the CEO before the meeting. He was surprised but unperturbed because, as he rightly said, operations and management structures are clearly within the CEO remit.

The People and Remuneration Committee Charter says that the committee is to advise on HR matters, oversee performance, and report to the board with recommendations to improve culture or the lived experience of staff at work. The Committee’s advice was not sought, and the changes were designed and implemented either ‘below the radar’ (covertly) or in between the board meetings (hastily). Helen likes to make careful plans and consult widely before changes. She is worried that unforeseen consequences will damage morale and/or performance.

How can Helen position her committee to play a bigger role in supporting the CEO and ensuring rigour when HR decisions are taken?

Jana’s Answer

Assuming a government-owned utility with a two-tier board, Helen’s role as Chair of the People and Culture (P&C) Committee is defined by corporate governance. The governance structure likely gives the CEO authority over organization and management decisions, which explains why the Chair was initially unaware of the CEO’s action. The CEO sought (retroactive) approval by reporting the decision to the Minister, a higher authority.

Immediate Recommendations

● De-personalize: Helen should set aside personal feelings; the omission concerns the CEO’s relationship with the entire Board of Directors (BoD), not just her.

● Avoid Opposition: She should not oppose a change the CEO has already implemented.

● Manage External Expectations: She should address third-party expectations using the argument/stance of the Chair.

● Formal Note: The Chair must formally state and record that the CEO made the decision without seeking prior approval from the Board.

Future Role Reflection

Helen should reflect on the future role of the P&R Committee by:

1. Reviewing Expertise Areas: Re-visiting corporate governance and past Board meeting notes to identify areas where the committee’s expertise was previously sought (e.g., remuneration, social climate, trade union negotiation).

2. Clarifying Involvement: Distinguishing between regular/recurring involvement in people processes and ad-hoc advice.

3. Proactive Engagement: Proposing initiatives and offering her skills in areas critical to the CEO and BoD to generate trust and demand for the committee’s future involvement. Implementation & Czech Context

To implement these changes, Helen requires support from her Chair and other Directors, and the Chair should involve the Minister.

In the Czech Republic, Supervisory Boards are increasingly moving beyond a formal/strategic consulting role to deeper corporate development involvement. The P&R committee is frequently engaged on remuneration and may face public scrutiny for top-manager appointments. Coordination between the Board and management in state-owned companies is an evolving, patience-demanding process, often complicated by less transparent decision-making due to frequent changes in Ministers and Directors.

Julie’s Answer

Helen is right to be concerned and should be even more concerned that her Chair was also unaware of the proposed changes. Ministers and CEOs can sometimes view the board as a cosy sinecure to reward past political favours rather than a source of value for the business.

I would suggest that Helen approach the matter with a positive attitude and ask “How can my committee help you to implement these changes whilst minimising disruption and potential ‘fallout’?”

She needs clear understanding of how the board, and its committees, is viewed by management. A 360o review of the board and its committees should be commissioned as soon as possible. Ideally the Minister and the Ministerial advisor(s) should be asked to contribute, as well as the CEO and their direct reports. The Chair should ‘champion’ this process and ensure that a qualified consultant who will provide unvarnished feedback is selected for the task.

If, as I suspect, the results suggest that the board is not seen as adding value, Helen’s task will be to work with the CEO to redesign the Board’s operations and specify its role and remit. This may also require the board to consider its composition and recommend changes to the Minister.

Government boards are not easy places; you have accountability but can easily be sidelined or undermined if you do not add tangible value and earn the respect of your Minister, the management team, and the wider ecosystem of stakeholders. When your value is clear and understood, you can change the world. And the best way to position yourself for that change is to offer assistance and support. Only if your offers are rebuffed, should you consider walking away.