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 - November 2026

This month our real-life board dilemma concerns a board that has suggested their CEO take on a board role but that hasn’t explained how to find one.

Orson is the CEO and founder of a small listed technology company. His board has changed substantially since the listing. When the company was private the board consisted of him and his two most senior executives plus a long-time friend with a background in banking. The two executives stepped off the board and were replaced by two professional directors, one of whom is now a major shareholder and the board chair. The long-term friend, whilst remaining staunchly supportive, has also become more active and demanding. At the last meeting the board had a long discussion about the quality of their board papers. The non-executives seemed to feel that Orson and his executives were continuing to run the company as they always had, with lots of brief interactions so they knew what was going on, and then very short board papers with important decisions to be made or documented. The non-executives wanted more detail and better operational reports. They also wanted Orson to understand how it felt to be tasked with governing a company without having access to the day-to-day company environment and activities. They asked Orson to take an external board seat. He agr

But now, he has realised that he doesn’t know where to start his search or how to approach companies. He asked his friend for advice, but the friend wasn’t sure. This is his only board, and he joined because he was invited by Orson!

What should Orson do?

Dominique’s Answer

Orson has been asked to learn governance from the other side of the table, so he should choose his first seat with that purpose in mind.

First, agree the brief with his chair: what he should learn, how much time he can give, and which boards are off limits, such as competitors, customers, or suppliers. Check the company’s policy on external appointments.

Second, define the target. Founding a technology business and taking it to listing is valuable experience. Smaller private, family owned, pre-IPO or advisory boards will welcome it and give him room to learn. A first seat rarely starts with the most prominent names.

Third, replace the executive CV with a board profile. One page showing what he would add to a board, what he has overseen as CEO, and where he is still learning. Candour about having no prior independent experience builds credibility.

Fourth, approach executive search consultants directly. Choose a handful active in board appointments and ask for a conversation, not a job. Consultants place people who are specific and selective, and who can be described in two sentences.

Fifth, activate the network he already has. His chair and the professional director who is a major shareholder know other boards and other chairs. Ask each for two or three introductions. A director institute programme adds credentials and, more usefully, contacts.

Board seats often come through personal connection, so visibility matters more than certification. Once appointed, Orson should read every paper as a director would and bring those lessons home to his own board.

Julie’s Answer

Orson’s most pressing task at this time is to serve his current board. While he would gain useful insights from serving as a non-executive on another board, it will take time to absorb the information and, on a listed company board with directors who are demanding better papers, Orson doesn’t have the luxury of time.

Orson needs to do some rapid education on what an independent board needs in its reporting and then implement what he learns before his board decides it needs a more experienced CEO.

The fastest way to get his board the reporting it needs is to recruit an experienced and qualified company secretary. Then Orson needs to give the secretary the authority to require papers from all the executive team members to be written at least ten days before they are needed. That will allow the company secretary to read the papers and get them rewritten to meet the required standard before issue with the rest of the pack at least seven days before the meeting. Late submission should not be tolerated. Neither should substandard papers delivered with an excuse (such as “I’ll speak to the paper during the meeting to add any details the board needs”). Orson must support the Co Sec when the executives push back against the new regimen.

I would then suggest approaching his local governance institution or a specialist board advisor/educator and getting onto a course to learn how to write better board papers. He could usefully take his senior leadership team with him as it would help them too. While he is at it, he might also learn how to take good board minutes.

Finally, Orson must remove every impediment to effective and efficient reporting. He should consider the configuration of his board portal and its ease of use, the frequency and nature of reports, and the mix of internal v. external information.

Once his own board is getting what it needs for good governance, then Orson can take the (very good) advice of learning what the world is like when experienced as a director.