Board code of conduct and managing difficult Board members
Sometimes boards behave badly.
Unhelpful dynamics, disruptive behaviours, or misplaced priorities can derail the best of intentions in the boardroom. At times, these issues stem from a simple lack of guidance and support. At other times, even with clear expectations and resources in place, challenges persist.
That’s where leadership must step up. The Chair, Company Secretary, or CEO often play a critical role in setting the tone, managing expectations, and addressing behaviour head-on. Doing so not only protects the integrity of the board’s work but also safeguards the organisation’s reputation.
This webinar will explore practical strategies for recognising when a board is veering off track—and how to course-correct effectively. You’ll gain insight into proven techniques to:
- Manage difficult personalities while maintaining professionalism.
- Re-establish standards of conduct and accountability.
- Support constructive, value-adding dialogue at the board table.
- Protect the reputation of both the board and the organisation.
Whether you’re a seasoned chair, an experienced company secretary, or an executive navigating these challenges for the first time, this session will provide the clarity and tools you need to ensure your board stays focused, productive, and respected.
Register for our free Webinar
18th September 2025
11:00am AEST | 1:00pm NZST
45 minutes
Your Expert Panel
July Garland McLellan
Julie Garland McLellan is an internationally recognised expert on board governance. Her newsletter, The Director’s Dilemma, is read in more than 60 countries and she has worked hundreds of boards over the past twenty years. She brings to her role deep professional qualifications and practical experience on 23 boards.
Kathryn Ruge
Kathryn is a leadership and culture specialist. With deep expertise in communication, change, and organisational dynamics, she helps leaders navigate complex situations and build emotionally capable teams. Kathryn uses neuroscience and behaviour change frameworks to reduce workplace harm and strengthen trust, particularly in uncertain environments. She is a Chartered Member of the New Zealand Institute of Directors.
Fiona McKenzie
Fiona McKenzie is a negotiation and conflict specialist. She teaches negotiation skills to government and industry, coaches leaders in conflict management, and facilitates collaborative agreements with boards and leadership teams. Fiona draws on proven frameworks as well as her own models of negotiation and conflict-resolution, which have been developed through training, research and practical experience.
Takeaways from the webinar?
Attending this webinar will give you powerful, practical, and immediately usable tips for:
- Developing a code of conduct that directors will understand and adhere to.
- Declaring and managing conflicts of interest without conflicts between directors.
- Creating agendas that allow directors to engage or recuse themselves as appropriate.
- Chairing effectively to ensure that meetings are productive.
- Creating the records that will keep your board out of jail, off the front pages, and in possession of their assets.

