A board only sees what management chooses to show it, and part of the job is knowing when that picture is incomplete. Senior executives gathered in Perth last month for our Pathway to the Boardroom event, where we were joined by John Klepec and Caroline Chan , experienced board directors within the resources, mining, financial services, agribusiness and property industries, on ASX-listed and privately held boards. We revisited some of the ground covered at our recent events, with a closer look at how boards deal with management and why boards should lead on AI. Six key themes stood out. The pathway is not linear Board roles tend to come through your network and being recommended; however, opportunities are few and far between. It is important to be mindful of the board roles you pursue, as conflicts, time commitments and market positioning could prevent you from getting other board roles in the future, but you may need to accept some trade-offs initially. As an aspiring director it is important to set expectations on where you sit in the market, look in the mirror and think about what you are suited for. The transition to board can be quite difficult and it requires a mindset shift. Boards appoint on more than your CV A board is a team sport. You are bound by the collective decision of the board. It is important to have dissenting views on a board, but at the end of the day you have to be as one. Your value proposition is an evolution, and articulating it takes time. The skills on your CV and the industries and roles you have worked in help to form the basis, but those are not necessarily what boards appoint you for. What becomes important is how others assess and take a view on how you might behave in the boardroom when exercising your skills and judgements constructively. Culture shapes performance. Skilled, low-ego directors can be very effective, while a room full of combative personalities is dysfunctional. Start your due diligence with the Chair The most important conversation is with the Chair, and finding out who else you know on the board. The Chair sets the tone, and the way the Chair handles challenges is an important signal of board culture. Decisions bind you collectively and it is very difficult to remove someone from a board, so thorough due diligence is key. Look at how people behave under pressure, because even after due diligence you don’t really know until you work with them. What suits you depends on what you want to get out of it Each type of board asks something different. In a government board there is more emphasis on compliance, public accountability and policy expectations. In a private organisation, shareholder’s objectives shape the agenda. Private boards can be very good, as the individual makes decisions quickly and the discussion is between the shareholder and the board. Not-for-profit boards for commercial people can sometimes be challenging in terms of dynamics and board function, as it can be hard to get agreement on things. ASX-listed boards also operate within market disclosure and investor expectations. Advisory boards can involve broader discussions, giving input from your sector and expertise. For aspiring directors, the question is where your contribution fits, not which board type ranks highest. Ask the right questions, and challenge what management presents In an executive career, you have all the context for the ultimate decision. On a board, you receive a paper with the conclusion but not the full context. Practise suspending judgement, get curious and ask the right questions. One approach is to read each paper and work out the “so what” and the “then what”. Ask what alternatives were considered, which assumptions matter most and what would change the recommendation. Another approach is that a Chair could debrief with the Chief Executive Officer at the end of each meeting on what worked well, which conversations were clear, and which papers did not have a purpose. A board cannot be a team of yes people. Management becomes skilled at stage managing a board, so keep your eyes wide open and call out what doesn’t stack up. That challenge often comes from an industry expert on the board or from outside the company. A board should be governing for where the business is going, not just checking lagging indicators and results. That means holding management to account. It also means contributing to strategy, agreeing risk appetite and tracking forward-looking indicators, while leaving day-to-day execution with management. Directors do not need to be AI experts, but boards need to push the AI agenda The skills that are starting to emerge in the boardroom vary: digital fluency, continuous learning, suspending judgement, curiosity, being open minded and adaptable. On AI specifically, you do not need to be an expert. One approach is to take an AI course to get a better sense of the potential impact, so you can ask better questions in the boardroom and know which experts you need. Boards need to push the AI agenda with management. AI can challenge established roles and business models: it can augment work, improve services and create new value, as well as automate tasks and change workforce needs. Boards should ask where AI is already being used, what value is expected, who is accountable and how results will be tested. They should also seek assurance on data privacy, security, reliability and human oversight, and ask how employees and customers will be affected. Management should develop and execute the response within the board’s agreed strategy and risk appetite. _________________________________________________________________________ Our thanks to Michelle Gardiner , Managing Partner – Board practice at Derwent, for hosting the morning, and to John and Caroline for sharing their experience so openly. A special thanks to Julie Colvin , Managing Partner – Perth, and our Perth team for their support in bringing this event to life. Continue the conversation For further insights or to explore how Derwent can support your organisation's approach to board composition, connect with our team at perth@derwentsearch.com.au . To register your interest in future Derwent events, please reach out to us at events@derwentsearch.com.au .

A board career is a fantastic one for those who love strategy and working across a range of sectors and settings, but the mental load shouldn’t be underestimated. Senior executives gathered in Brisbane earlier this month for our latest Pathway to the Boardroom event, where we were joined by Craig Manson and Jo Willoughby . We returned to some of the ground covered at our recent events from a different angle, and further explored the risks facing directors, different board settings and the realities of the role. Seven themes stood out. The first few board roles take time The move into the boardroom is situational and can follow a career crossroads. A board opportunity presenting soon after leaving an executive role can be taken as a sign that the timing is right. It can also be driven by realising the demands of executive life no longer suit you and choosing to pivot your career into the boardroom. Getting your first few board roles can take a long time, and your decisions need to be made purposefully. You should be prepared for a long journey and ready to stay open and curious. Caution matters too when considering opportunities: risk profiles need to be aligned, and the unintended consequences of an opportunity need to be thought through. It is important to be in a position to sustain yourself financially while your portfolio builds. Is a not-for-profit a good way to start? One perspective is that not-for-profit boards are a poor starting point given they tend to carry higher risk profiles and can lack the resources to protect their directors. Advisory boards can be a better pathway, and you can contribute expertise without being responsible for big decisions. Another view is that a not-for-profit is the easiest way to begin. It gives you clarity on your own risk appetite, a good grounding in governance, and informs your view on building your portfolio. However, not-for-profit boards will not necessarily help you get your first commercial board role. Understanding your value proposition Be clear about where you can add value from a governance perspective and just as clear about where you cannot add value. Your value proposition changes over time, so revisit it regularly and keep a focused perspective on what you can credibly deliver. The same discipline applies to the board resume, which is different to an executive resume: short, sharp and specific, and not written through an executive leadership lens. Show how your core executive competencies translate into a board governance role and keep updating it as your value proposition evolves. Know the board before you join it Due diligence before joining a board means looking at past board minutes, reports, the organisation’s financials, and using informal networks to reference and gather information on the company. It also means meeting with past directors and the management team, and gathering intelligence from other people in the organisation. A listed environment is intense and subject to high scrutiny. Going through a listing can be taxing on executive teams, and as a director you spend substantial time on compliance. There are continuous disclosure requirements, and the stakeholder gaze is constant. Government boards are also high scrutiny with a lot of reporting, though the personal accountability differs. Your obligations as a director don’t change, it is just a different cadence in a listed environment. In private organisations, you get slightly closer to the organisation with more hands-on involvement than in listed environments. Founder-led organisations are different again. No two founders are the same, and you need to be clear on your own risk appetite, as you are taking on legal risk as well as personal and professional risk. It is important to understand upfront the founders’ motivations and alignment to the business, as once a founder takes money from investors it is no longer solely their business. Go in with your eyes open and be prepared for what comes next. Whatever the organisation, you need to enjoy what you are doing and understand whether you and the organisation can deliver the expected outcomes, and the investment case you will be held accountable for. Being able to ask the right questions is key There is constant change with emerging technology and AI, and boards need to think about how to engage with the different technology skillsets. You are expected to know about AI, data, and how to protect an organisation against cyber threats, so being an educated generalist on these matters who knows enough to ask the right questions is key. That means continuing to upskill for as long as you are on a board. Boards also need transformation and change capability, which comes from directors who have run organisations, can work through ambiguity and change cycles, know their customers and can bring the customer voice to the boardroom. Directors must be able to read and interrogate financial statements to ask the right questions. Behavioural skills are harder to assess. Humility and integrity are important, as is the ability to build connection with other directors: being collegial, open-minded and emotionally intelligent. Good directors have firm opinions but are open to feedback and ultimately changing their opinion. The dynamic and effectiveness of the board are crucial, and the culture around a board table must be right. An effective Chair is crucial to a board’s success The relationship between the Chair and the Chief Executive Officer is critical. A Chair who understands what it is like to be a Chief Executive Officer can make a great mentor. A good Chair is curious, is motivated by wanting to build a great team, and is a unifier and driver who asks the right questions. How a Chair manages differences of opinion and robust conversations is critical to the success of the board. A good Chair is always a step ahead when it comes to succession planning. It should always be top of mind, because thinking about where the next generation of leaders will come from matters for the sustainability of the organisation. The job is always on You are always on call, and you never know what will come up next. You have to be accessible and prepared to be available whenever you are needed, and the mental load is real. You’re not in it for the money; you do it for the love of the work. For those who enjoy strategy and working with organisations to help them make better decisions, it can be very rewarding. _________________________________________________________________________ The conversation on what it means to be board ready continues, and Brisbane added the question of fit: which type of board setting suits the risk a director is willing to carry, and what the role will ask of them once they are on it. Our thanks to Michelle Gardiner , Managing Partner – Board practice at Derwent, for hosting the morning, and to Jo and Craig for sharing their experience with such practicality and honesty. Continue the conversation For further insights or to explore how Derwent can support your organisation's approach to board composition and succession, connect with our team at brisbane@derwentsearch.com.au . To register your interest in future Derwent events, please reach out to us at events@derwentsearch.com.au .

A board only sees what management chooses to show it, and part of the job is knowing when that picture is incomplete. Senior executives gathered in Perth last month for our Pathway to the Boardroom event, where we were joined by John Klepec and Caroline Chan , experienced board directors within the resources, mining, financial services, agribusiness and property industries, on ASX-listed and privately held boards. We revisited some of the ground covered at our recent events, with a closer look at how boards deal with management and why boards should lead on AI. Six key themes stood out. The pathway is not linear Board roles tend to come through your network and being recommended; however, opportunities are few and far between. It is important to be mindful of the board roles you pursue, as conflicts, time commitments and market positioning could prevent you from getting other board roles in the future, but you may need to accept some trade-offs initially. As an aspiring director it is important to set expectations on where you sit in the market, look in the mirror and think about what you are suited for. The transition to board can be quite difficult and it requires a mindset shift. Boards appoint on more than your CV A board is a team sport. You are bound by the collective decision of the board. It is important to have dissenting views on a board, but at the end of the day you have to be as one. Your value proposition is an evolution, and articulating it takes time. The skills on your CV and the industries and roles you have worked in help to form the basis, but those are not necessarily what boards appoint you for. What becomes important is how others assess and take a view on how you might behave in the boardroom when exercising your skills and judgements constructively. Culture shapes performance. Skilled, low-ego directors can be very effective, while a room full of combative personalities is dysfunctional. Start your due diligence with the Chair The most important conversation is with the Chair, and finding out who else you know on the board. The Chair sets the tone, and the way the Chair handles challenges is an important signal of board culture. Decisions bind you collectively and it is very difficult to remove someone from a board, so thorough due diligence is key. Look at how people behave under pressure, because even after due diligence you don’t really know until you work with them. What suits you depends on what you want to get out of it Each type of board asks something different. In a government board there is more emphasis on compliance, public accountability and policy expectations. In a private organisation, shareholder’s objectives shape the agenda. Private boards can be very good, as the individual makes decisions quickly and the discussion is between the shareholder and the board. Not-for-profit boards for commercial people can sometimes be challenging in terms of dynamics and board function, as it can be hard to get agreement on things. ASX-listed boards also operate within market disclosure and investor expectations. Advisory boards can involve broader discussions, giving input from your sector and expertise. For aspiring directors, the question is where your contribution fits, not which board type ranks highest. Ask the right questions, and challenge what management presents In an executive career, you have all the context for the ultimate decision. On a board, you receive a paper with the conclusion but not the full context. Practise suspending judgement, get curious and ask the right questions. One approach is to read each paper and work out the “so what” and the “then what”. Ask what alternatives were considered, which assumptions matter most and what would change the recommendation. Another approach is that a Chair could debrief with the Chief Executive Officer at the end of each meeting on what worked well, which conversations were clear, and which papers did not have a purpose. A board cannot be a team of yes people. Management becomes skilled at stage managing a board, so keep your eyes wide open and call out what doesn’t stack up. That challenge often comes from an industry expert on the board or from outside the company. A board should be governing for where the business is going, not just checking lagging indicators and results. That means holding management to account. It also means contributing to strategy, agreeing risk appetite and tracking forward-looking indicators, while leaving day-to-day execution with management. Directors do not need to be AI experts, but boards need to push the AI agenda The skills that are starting to emerge in the boardroom vary: digital fluency, continuous learning, suspending judgement, curiosity, being open minded and adaptable. On AI specifically, you do not need to be an expert. One approach is to take an AI course to get a better sense of the potential impact, so you can ask better questions in the boardroom and know which experts you need. Boards need to push the AI agenda with management. AI can challenge established roles and business models: it can augment work, improve services and create new value, as well as automate tasks and change workforce needs. Boards should ask where AI is already being used, what value is expected, who is accountable and how results will be tested. They should also seek assurance on data privacy, security, reliability and human oversight, and ask how employees and customers will be affected. Management should develop and execute the response within the board’s agreed strategy and risk appetite. _________________________________________________________________________ Our thanks to Michelle Gardiner , Managing Partner – Board practice at Derwent, for hosting the morning, and to John and Caroline for sharing their experience so openly. A special thanks to Julie Colvin , Managing Partner – Perth, and our Perth team for their support in bringing this event to life. Continue the conversation For further insights or to explore how Derwent can support your organisation's approach to board composition, connect with our team at perth@derwentsearch.com.au . To register your interest in future Derwent events, please reach out to us at events@derwentsearch.com.au .