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

Contribution by Karla Dorsch, is the Founder and Managing Director of Evrima / AltoPartners UAE. She has over 25 years of experience in executive search, across a broad range of clients throughout EMEA including sovereign wealth funds, governmental agencies, banks, private equity firms, corporates, family conglomerates and start-ups. Karla has an MBA from NYU Stern School of business, a Master’s degree from the London School of Economics and a Bachelor’s degree from Columbia University, as well as a Masters degree in Psychology and Neuroscience and is a member of the International Woman’s Forum and has sat on various non-profit boards in the UK. She is Based in London.

This edition of the newsletter was first published on The Director’s Dilemma website and the full newsletter is available for viewing here To subscribe to future editions of the newsletter, click here

The Director’s Dilemma - August 2026

This month our real-life board dilemma concerns a board that wants to speed up a decision by involving the board in the committee that would normally make the recommendation.

Laura chairs the board of a listed company that is about to award a strategic supply contract to a vendor. Their normal practice for purchases of this size is for the executives to apply the procurement policy and the risk committee to review and recommend to the board that the contract be awarded to the preferred vendor. This is not just a large and expensive contract. It is potentially transformational and will underpin the company’s capabilities for many years into the future. She is aware that the board will take a close interest and ask questions when the recommendation comes to their meeting. Rather than subject the committee members and the executive team to – what will surely be – a repetition of questions already asked by the risk committee, she is considering inviting the board to attend the risk committee meeting, listen to the pitches, and ask their questions then, so that the approval can be given at the committee rather than waiting for the board.

Would this be a governance efficient best practice or a loss of procedural rigour?

Karla’s Answer

“Surely we don’t need to have this conversation twice.”

It is an unspoken thought that has crossed the minds of many directors. Why not invite the board to the committee meeting? Directors could hear evidence first-hand, challenge management directly and approve the recommendation there and then. It is efficient, practical and, on the surface, entirely sensible.

This is precisely where governance becomes interesting.

Laura’s proposal has real merit. It respects directors’ time, avoids repetitive presentations and creates a richer, more informed discussion. For a decision of this magnitude, involving the whole board earlier could improve the quality of the debate rather than diminish it.

But there is another question that every good chair should ask: what problem are we actually solving? If the objective is simply to avoid hearing the same presentation twice, perhaps the answer is not to collapse two governance stages into one.

The committee’s role is to immerse itself in the detail, test assumptions and challenge management. The board’s role is different. It must step back, consider the recommendation through a strategic lens and make the final judgement on behalf of shareholders. Those are complementary conversations, not duplicate ones.

This distinction is reflected across governance frameworks in the UK, the United States and much of Europe. While committees undertake detailed scrutiny, boards retain collective responsibility for major decisions. The separation is not administrative; it is deliberate. It creates space for reflection between analysis and decision, a discipline that becomes more valuable, not less, when the stakes are highest.

Laura does not need to choose between efficiency and governance. She can invite directors to attend the committee meeting, hear the evidence and ask their questions, while preserving the committee’s independent recommendation and the board’s formal decision immediately afterwards.

The result is both efficient and robust. More importantly, it recognises an enduring truth about governance: the best boards are not those that eliminate process, but those that know which parts of the process are worth protecting.

Julie’s Answer

It is a very good practice to invite directors to observe any committee of the board and for the directors to be aware of the items on the agenda of each committee meeting. It is also good practice to have the minutes of each committee meeting as a paper in the board pack.

These practices keep the board alert to issues passing through committees and prepared to diligently question committee chairs when they report to the board at the first meeting following the committee meeting.

Laura should understand the risks of combining a board and committee meeting:

• First, directors are busy people and need an extra meeting shoved into their diary at short notice about as much as they need a third buttock.

• Second, it is one thing for a board to receive a recommendation backed up by a well-written paper that sets out the rationale for the recommendation and the key issues considered in formulating it, and another for them to generate that rational and provide the consideration. The committee should rigorously consider the contract award and then the board should evaluate the recommendation.

The board’s consideration may be enhanced by the views of one or two directors who happened to attend the committee meeting. That is very different to the whole board attending and participating in the committee’s consideration. The separation of the board and committee allows valuable independent oversight. That value is lost if they coalesce.

Laura is right to want efficiency; she should seek this by addressing why she is so sure that the board will repeat the committee’s questions rather than adding value by assessing them.