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 Dominique Einhorn, the founder and Managing Partner of DXE CONSULTING, a member firm of AltoPartners. He is a member of the Board of Directors of Hospital Israelita Albert Einstein, one of South America’s largest nonprofit healthcare and educational institutions, having previously served as Chairman of its People Committee and member of its Technology Committee. Dominique was elected in 2024 to the People Committees of Algar Telecom S.A. and Algar Empreendimentos S.A. Previously Dominique served as President and General Manager of the telecommunications and energy divisions in Brazil. He is based in Sao Paulo, Brazil.

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The Director’s Dilemma - July 2026

This month our real-life board dilemma concerns an experienced chair who has joined his first government sector board and wants to make it – and the CEO – more effective.

Kevin is a very experienced company chair who has just been appointed to his first government board. He has previously led large, listed companies as CEO, non-executive director, and then Chair. In his new role, he has attended a couple of board meetings, one meeting between the sector chairs and CEOs and the Department Secretary, and one meeting with just the CEO, himself, and the Minister.

Kevin is not impressed. His board are quite passive; they appear to have diligently read the materials and ask a few clarifying and confirming questions, but they haven’t yet been seen to challenge or contribute a new idea. The CEO was an internal promotion and is great at leading the staff. She is across the detail of the many projects and able to answer confidently when asked about any aspect of the operations, but she, like the board, seems to be waiting for instructions from the Minister or Department rather than actively engaging with stakeholders outside of government and suggesting strategic responses to their issues.

The company has a compelling mission, it is important. Everyone is aware of that, but nobody seems to take an initiative even though they all obviously care and work hard.

How can Kevin give the company – and CEO – a bit more strategic impetus?

Dominique’s Answer

Kevin’s first step should be to determine whether the observed passivity stems from cultural norms or from structural constraints such as legislation, funding arrangements, or other unknown factors.

Once that is clear, Kevin should focus on building credibility by asking thoughtful, well-framed questions that demonstrate to the CEO he carries no hidden agenda and is genuinely committed to pursuing common goals together.

From there, Kevin should convene a dedicated working session to open a broad conversation about the organisation’s purpose, mission, and objectives. That kind of discussion will very likely surface the enthusiasm and dynamism around their shared purpose that Kevin is hoping to cultivate.

This initiative should be embedded within a longer-term agenda, one where the external environment, key stakeholders, and sector peers continuously inform and enrich the board’s sense of purpose. Regular contributions from individual board members should equally form part of this ongoing agenda.

Finally, maintaining periodic dialogue with the Minister and the Secretary will almost certainly unlock greater strategic direction and latitude than has so far been assumed.

Julie’s Answer

Kevin is fortunate – he knows what good looks like and has experience in leading as chair. Before doing anything drastic he should read his enabling legislation and relevant policies and regulations. Not all government sector boards govern; some are supervisory or boards of management. Assuming that he has a governing board, Kevis can act:

First, he could look at the board papers; is the purpose of each paper clearly stated at the beginning? Do papers specify the insights and guidance management want from discussions, and the challenge needed to ensure robust decisions?

Next, he could look at the annual work calendar; are strategies on the agenda with sufficient time for thoughtful contributions before endorsement or decision? What needs to come twice, once to develop the concepts and managements thinking, and once for challenge and decision? Are the objects and functions covered in depth?

This leads to the meeting agendas; do they put impactful items where the board’s energy and focus are highest? Do they need a consent agenda to swiftly despatch noting and information papers? Who attends, and why are they needed?

Doing these with the CEO will give him an insight into her ability to think differently and sustain a powerful relationship with her board. Does she need a professional mentor? No CEO wants to appear consistently in need of support from the Chair – his duty is to the company, not the CEO.

Finally, Kevin should meet with each director, share his concerns and ideas, and enlist their support for making a change. Each director can be asked to focus on a specific contribution, based on their expertise, such as insights into policies, technologies, market conditions, operations of similar boards and companies, etc. All directors should be encouraged to question their colleagues until they feel confident to make each decision or provide guidance.