It is not unusual for Board Member(s) to have reservations on the performance of the CEO or individuals on the leadership team of a public sector or privately owned organization. This is in the normal course of business.

As an aside, Board Members should never have in-camera meetings in advance of a board meeting. They should be held after all information has been presented, reviewed and discussed i.e. held at the end of the board meeting.

It is appropriate that the Board Members are first able to raise their management performance concerns with the Board, discuss and then agree on the issues and a course of action. Such concerns should be addressed in-camera without the presence of management.

It appears in this scenario that the Company Secretary is also legal counsel to the organization. As such, they have a dual reporting responsibility - to the CEO and separately to the Board. If the Corporate Secretary is solely employed by the Board, then it would fall to the Governance Committee to address any performance concerns directly with the Corporate Secretary.

The Board must raise any concerns it may have with respect to management(s) performance with the CEO (may also address succession, talent development and compensation). This includes individual(s) with dual reporting responsibilities.

In advance of the board meeting, Yelena should approach the Chair of the Governance Committee, advise them of the concern and request that the Corporate Secretary be excluded from that part of the in-camera session when this issue is to be discussed. The Governance Committee (i.e. Chair) should then discuss the issue with the Board Chair who develops the meeting agenda with the Corporate Secretary. The Chair can explain the broad reason for the change in policy.

When the Corporate Secretary is excluded from the in-camera meeting, one of the Board Members should be tasked with taking in-camera minutes for that portion of the meeting.

Kevin Hall is the Canadian Managing Partner of Bluestone Leadership Services, bringing over thirty years of board and executive recruitment, management consulting and executive development experience to the firm. Kevin is a Fellow of the Institute of Chartered Accountants in England and Wales. He is an alumnus of Ernst & Young, KPMG and Bearing Point. Kevin became Managing Partner of the Business Consulting Group where he qualified as a Canadian Certified Management Consultant.

Oh dear, the answer is "it depends".

Yelena's approach to her concerns depends on her relationships and circumstances. If she has a good rapport with the Company Secretary, she could discuss the idea of fully in-camera board sessions, prompting the secretary to explore best practices. This conversation could also cover support and training availability for the secretary's professional development.

If Yelena has a strong relationship with the Chair, she should arrange a meeting to share her observations after six months on the board. This discussion could address the board’s functioning, seek the Chair’s views on in-camera practices, and explore executive training opportunities, including for the Company Secretary.

Yelena should consider the timing of board reviews. If a review is upcoming, she might suggest that the consultant examines in-camera practices and the board’s oversight of CEO management. It's also vital to appropriately schedule discussions on the CEO's performance, ensuring they occur without the Company Secretary present (unless they're an outsourced professional).

Assessing the severity of the perceived problem is crucial. If there are risks from poor performance, Yelena must quickly discuss these with the Chair. Issues could range from serious behavioural concerns requiring mentoring to technical skill gaps addressable with training.

Overall, Yelena should advocate for a culture of continuous improvement at the board level, encouraging development and training. This sets a positive example for the executive team and ensures a commitment to enhancing governance practices.

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.

Yelena is right to be concerned. Directors have a fiduciary duty to ensure the organisation is well governed, including having confidence in the capability and integrity of management. However, raising concerns about individual executives, particularly someone as embedded in board processes as the Company Secretary, requires tact.

In-camera sessions that exclude all executives, including the Company Secretary, are considered good governance practice. These allow directors to reflect on board performance, dynamics, and organisational capability without staff present. Yelena could suggest introducing such a session as a standing agenda item, framed around governance effectiveness rather than specific concerns. This depersonalises the issue while still opening the door for discussion.

Yelena should consider a discreet conversation with the Chair if a Board-only in-camera meeting is not feasible. As the key liaison between the Board and management, the Chair is well placed to raise capability concerns with the CEO in a constructive, confidential manner. Yelena might frame her input regarding observed development opportunities or risks, rather than criticism, to support a non-confrontational discussion.

The Board can also consider commissioning an independent governance or organisational capability review. These reviews often include analysis of executive support roles, including the Company Secretary, and may highlight areas for development without attributing blame.

Ultimately, executive capability is the CEO's responsibility, but the Board must hold the CEO accountable for ensuring the team is fit for purpose. Yelena’s role is to raise the issue appropriately, ensuring the organisation is well-led while preserving professional relationships.

Dauniika Maclean is a Chartered Member of the Institute of Directors and a Certified Company Director. She is the Founding Director of Board Administration Services and the Board Secretary for both New Zealand Health Group and Auckland Grammar School. Dauniika is based in Auckland, New Zealand.

Yelena is in a challenging position, but there are several approaches she might consider to address her concerns about the executive team's capabilities, particularly regarding the Company Secretary:

1. Speak with the Chair Privately: Yelena can request a private conversation with the Chair to express her concerns. This allows her to discuss her observations and seek advice on the best course of action without the presence of the executive members.

2. Request an Agenda Item: Yelena could suggest that the board includes a standing agenda item focused on executive performance review and development. This could be framed positively as a discussion on professional development and continuous improvement, which is a common and acceptable topic in governance.

3. Suggest a Board Effectiveness Review: Propose conducting a formal board and executive team effectiveness review. This process, often facilitated by an external consultant, can objectively evaluate skills and identify areas for improvement without singling out individuals.

4. Confidential Feedback Mechanism: Encourage the implementation of a confidential feedback mechanism where board members can express their observations and concerns that the Chair can address collectively or individually with executives.

5. Professional Development Programs: Propose the introduction or enhancement of executive training and professional development programs. These initiatives contribute to skill enhancement across the board and executives alike.

6. Governance Training or Workshops: Recommend that the board engages in governance training or workshops that include a focus on roles, responsibilities, and the skill sets needed for executive positions. This could underscore the importance of skills without directly targeting any individual.

Yelena's actions should be approached delicately, ensuring her concerns are framed constructively with the focus on enhancing board performance and governance standards for the overall benefit of the organization.development.

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