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 Mpho Nkeli, who has executive experience spanning over 15 years. She trained as an environmental scientist; moved to marketing, communications, social investment and enterprise development. Mpho later focused on Human Resources and transformation. She was Group HR Director of Alexander Forbes before joining Vodacom as Chief HR Officer. Mpho served on several boards and currently at Impala Platinum and Sasol. She was Executive Director on various boards of Alexander Forbes and Vodacom South Africa. She was Chairman of the Commission of Employment Equity. She received the Laureate Award from the University of Pretoria in 2009. Mpho has completed numerous NEDs, CEOs, HR Directors, C-Suite and General Managers assignments across multiple sectors. Mpho leads the SPi Board Practice and her qualifications include a BSc, MAP and an MBA.

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The Director’s Dilemma - May 2026

This month our real-life board dilemma concerns a director asked to join a board that has a constitution which contains a few clauses that don’t seem to fit with what he was taught in his director education courses.

Isiah works for a multinational company that has asked him to take board seats on international joint venture subsidiaries. The company paid for him to do a company director training course before deciding whether to accept and, although mindful of the onerous duties, he completed the course and indicated that he would like to give it a try.

Now the company has asked him to join a South African JV subsidiary and has provided a large package of reading materials to help him get up to speed. Isiah started with the company constitution and was surprised to find a clause that allowed the board to remove a director if the remaining directors unanimously voted for removal. In his course, Isiah was very firmly taught that only shareholders could remove directors and that attempts by a board to remove one of the directors could indicate a board that didn’t tolerate dissent or challenge.

Isiah isn’t sure what to do. He is keen to do as his employer has asked, and also likes the idea of a directorship, but he doesn’t want to step into a boardroom where he carries risk but doesn’t get a hearing if he wants to raise concerns. What should Isiah do?

Mpho’s Answer

South Africa’s governance framework is heavily influenced by the King Reports, particularly King III, which underscores ethical leadership, independent judgment, accountability, and directors acting in the company’s best interests.

Although formal governance rules guide boards, early departures of directors before their tenure ends are uncommon. Such exits typically occur due to irreconcilable conflicts of interest, personal matters, overboarding that affects capacity and effectiveness, or untenable board dynamics. Removing a board member for non-performance or destructive behaviour presents challenges. It falls to the Chairman to provide performance feedback to address these issues.

In joint ventures, governance structures can be contractually customised if they are lawful and align with fiduciary duties. For Isiah, a clause allowing directors to remove another director is not inherently concerning. The critical issue is whether the board culture fosters constructive challenges, transparency, and respect for differing opinions.

Isiah should:

1. Clarify Legal Position: Seek confirmation from company counsel on the clause’s operation under South African company law and ensure shareholder rights are preserved.

2. Assess Business and Board Performance: Appetite for board changes outside of natural tenure is often linked to company performance. Successful businesses with strong leadership may tolerate weaker NED members. Conversely, poor performance typically increases scrutiny of board effectiveness.

3. Assess Board Culture Early: Use initial board cycles to gauge dynamics. Are questions encouraged? Does the chair invite contributions? Are dissenting views professionally handled?

4. Build a Strong Relationship with the Chair: Engage early to understand expectations and discuss how robust debate is promoted.

5. Contribute Credibly: Be prepared, focus on strategic and risk issues, and ask insightful questions to earn influence through consistency and insight.

6. Escalate Concerns Constructively: If governance issues arise, address them privately with the chair, escalating to the appointing shareholder if necessary.

7. Reassess Participation Periodically: Directorships involve personal accountability. If the environment restricts fulfilling duties, reconsider participation.

The true test is whether the boardroom allows independent thinking and responsible actions. Isiah should prioritize diplomacy, stakeholder management, and meaningful contributions over formal exit concerns.

Julie’s Answer

JV boards are tough, nominators often expect ‘their’ directors to breach confidentiality and act in their interests. International JVs in unfamiliar jurisdictions are tougher still. Isiah has realised that directorship is not as easy as applying rules and accepting accolades.

First do some ‘human due diligence’; look at the other directors and consider whose judgement you would trust and why. Do they have skills in the business of the JV, or are they financial or legal experts? Have they been in their current roles for a long or a short time? Will they benefit from Isiah’s skills, experience, and insights, or is he doubling up skills already on their board?

Who is the chair? Are they independent, quasi-independent, or aligned with a shareholder or founder? Do they have a track record of chairing successful JVs or is this their first one?

Next, Isiah needs to consider his own nominator; will they back him if the interests of the shareholders start to diverge and hard conversations are needed to protect the company’s interests? Are they aware of this clause and its potential ramifications? How do they feel about the potential for their co-investors to remove their nominee from the board? How easily can they exercise their rights as shareholders or communicate with their co-investors? Does this clause help or hinder their confidence in the smooth running of the board? Do they view the board as a legal necessity and the management as the key decision-makers or do they expect the board to lead?

Finally, Isiah needs to consider his own ability to contribute. He is diligent and keen. Does this board provide a worthwhile challenge at an achievable stretch? Does he have a fall-back position if the challenge is too great? Knowing the challenge, and his potential allies, is he willing to give it a try?

There is no simple right or wrong decision – only the one that feels most right for Isiah. If he is honest and diligent, he will succeed, if not on this board, then on another.