This is an unfortunate situation that has arisen but should be resolvable without the need for legal action. Sophie is striving to show her diligence and demonstrate her area of expertise and the Executive feels like her/his professionalism and competency was questioned.

Board members have an obligation to appropriately question time, budget and other issues impacting, or with the potential to impact, successful delivery of a major project that is material to the organisation and high enough value to warrant the Board’s approval. This can be exacerbated in a Government agency, if the project has the potential to cause media and political interest if it is not delivered on time and budget, regardless if it is the agency or a contracted third party that has caused the delay or budget over-run.

However, perhaps the questioning might have been more managerial in nature rather than at a non-executive level. Perhaps also the Executive does not fully appreciate a board member’s role to ask questions and possibly the Executive has taken the questions rather too personally as opposed to acknowledging that part of the Non Executive Director's role is of  “challenging, questioning and monitoring the CEO and senior management” (AICD).

Whilst bringing a fresh, independent and obviously enthusiastic perspective to the Board’s consideration and decision making, next time Sophie could perhaps ask a few strategic questions and then in the in-camera session part of the Board meeting raise her concerns and suggest a “deep dive".

The Chair could have a quiet conversation with the CEO that management or possibly a sub-set of management could benefit from undergoing some governance training to better understand the role of the Board and/or suggest that the CEO lead a discussion with her/his executive on the role of the Board.

In the immediate future, I would recommend that Sophie have a discussion with the Chair along the lines above and suggest that CEO have a conversation with the Executive about the issues described. Sophie might also offer to have an informal discussion with the Chair, CEO and the Executive.

Suzanne Jones has held senior executive & non‐executive roles (as Chair, Deputy Chair, board member) involving transport, energy, infrastructure planning & delivery, sustainability, resource management, property development, tourism and vocational education. All have involved considerable stakeholder engagement often in highly regulated environments. She is based in Sydney, NSW, Australia.

Sophie has likely not defamed anyone, but could be guilty of bullying or harassment. It’s a common misconception that board members can ask as many questions as they want during the meeting. They can’t. It’s counterproductive.

A director should ask enough questions to identify an issue, and potentially assess the scope, then it is time to ask for the matter to go back to management with subsequent reporting to the board in a timeframe that is appropriate for the level of risk and the expected speed of developments.

Once you have asked the questions that the executive team can answer whilst in the meeting, you are not adding any value, risk getting incorrect answers, and have started to interrogate and torture, rather than challenge and enhance, your executive.

A good chair would have intervened, gently, when the answers started to sound ‘evasive’, to shut down the discussion. Good board colleagues might also have stepped in, especially as they would know that Sophie is new to the board and still finding her voice. But they didn’t. They used the opportunity she created to request a deep dive while letting Sophie be the ‘villain’.

Now Sophie needs to rebuild bridges. Her first step is to seek support from the chair while she reaches out to the CEO to rebuild a trusting and respectful relationship. That does not mean that she should cease voicing her concerns about this – or any other - project. She needs to learn to bring her CEO and executive team with her so that they perceive the benefit of her questions and feel respected and safe in her presence.

The board has given management a reasonable time to do some good work on responding to the concerns; Sophie can use that time to show her support and maybe help them.

Julie Garland McLellan is 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 based in Sydney, Australia.

Sophie should first and foremost clarify her previous collaboration with the executive responsible. A direct relationship between the project manager and the executive responsible, with the purpose of sharing concerns about the project should have happened.

In responding to this situation, Sophie should document her actions and communications carefully to maintain transparency throughout the process. By demonstrating her commitment to resolution and collaboration, she can contribute positively and reinforce the values of accountability and transparency.
First, she should reach out to the executive to express her sincere intention, clarifying that her questions were aimed solely at protecting the project's integrity and not at undermining his competence. An invitation to discuss his concerns in a private setting could help rebuild rapport.

Next, she should consider suggesting a joint meeting with the executive, potentially mediated by the Chair, to facilitate a candid discussion about the project and any miscommunications that occurred. This approach can help diffuse tensions and foster a collaborative atmosphere.

Sophie could also propose implementing a structured feedback mechanism between the executive responsible and herself. This can reinforce a culture of open dialogue and allow concerns to be addressed proactively. Such a mechanism may help alleviate future misunderstandings and protect individual reputations.

Murat Kaan Güneri started his early career in İktisat Bank and continued at Digital Equipment Corporation (DEC) where he carried the responsibility for the Human Resources and Organization Country Manager position as well as that for the Quality Management function. Murat has over 3 decades experience in executive search and leadership consulting and advises Türkiye’s top leadership talent on succession planning, executive talent and board development. Murat is based in Istanbul, Türkiye.

Sophie, I understand this situation is challenging, but it’s crucial to approach it thoughtfully. Here’s a suggested course of action:

1. Reflect and Assess: Take a moment to evaluate your questions and comments during the board meeting. Consider if they were framed constructively or if they might have unintentionally come across as accusatory. Understanding this will be important for your response.
2. Open Communication: Reach out to the executive involved for a direct conversation. Acknowledge his feelings and express that your intention was to ensure project success, not to question his competence. This can help clarify your motives and open a dialogue.
3. Engage the Chair: Propose a meeting with the Chair to discuss the situation. Be candid about your concerns and your willingness to resolve the issue amicably. Suggest mediation if needed, emphasizing your commitment to the agency's values of transparency and accountability.
4. Document Everything: Keep a record of all communications regarding this issue, including your questions and any responses. This can be important for protecting yourself should the situation escalate.
5. Focus on Solutions: When discussing with the board or the Chair, shift the conversation toward collaborative problem-solving. Reinforce your goal of ensuring the project's success and highlight the need for open dialogue in addressing risks.
6. Learn and Adapt: Regardless of the outcome, consider this experience an opportunity for growth. Reflect on how you can communicate your concerns more effectively in the future.

By addressing the situation with empathy and professionalism, you can help mend relationships while remaining focused on the agency's mission.

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