Example questions and answers Flashcards
(9 cards)
10 MARKS
What considerations should be taken into account when assessing the effectiveness of a Board’s composition and structure, and how are these relevant at Beddy Buys plc?
A useful framework for assessing Board composition and structure is the 11Cs model, which explores four key domains of Board effectiveness:
Demographics: Capacity, Capability, Connection
Attributes: Competence, Commitment, Character
Dynamics: Cohesion, Challenge, Culture
Structures: Configuration, Compliance
Each area contributes to understanding whether the Board has the right mix of people, behaviours, processes, and governance oversight.
At Beddy Buys plc:
In the Attributes quadrant, there are issues of Commitment (e.g. disengaged NEDs due to poor induction), and Character (e.g. the CEO resists challenge, dismisses the Chair).
Under Dynamics, there’s a lack of Cohesion and Challenge; Board meetings are dominated by the CEO, while NEDs are passive.
In Structures, although the skills matrix was refreshed, the Configuration of the Board has not been supported by behavioural integration or governance design.
The 11Cs model enables a comprehensive diagnosis of both composition and functioning, revealing that the Board at BBplc is technically diverse, but structurally and behaviourally misaligned — undermining its effectiveness.
15 MARKS
Evaluate the composition and overall effectiveness of the Board at Beddy Buys plc.
In your role as Company Secretary, how might you support improvements in its structure and functioning?
The 11Cs model is a comprehensive framework used to assess Board effectiveness across four key domains:
Demographics (Capacity, Capability, Connection)
Attributes (Competence, Commitment, Character)
Dynamics (Cohesion, Challenge, Culture)
Structures (Configuration, Compliance)
At Beddy Buys plc, the model exposes gaps in both composition and function.
Demographics:
There is technical Capability on the Board (e.g. finance, marketing), but weak Connection with staff concerns and organisational morale.
The NEDs may have Capacity, but it’s underused due to exclusion and lack of onboarding.
Attributes:
Competence is mixed: the CEO is operationally strong but lacks strategic range. The Chair brings external influence but struggles internally.
Commitment from NEDs appears low — meetings are brief, and their role has not been enabled.
Character concerns include the CEO’s resistance to challenge and the Chair’s failure to build alliances.
Dynamics:
The Board lacks Cohesion, particularly between Execs and NEDs.
Challenge is not welcomed; CJ Foo withholds concerns, and meetings discourage dissent.
The Culture is CEO-led, operational, and risk-averse — limiting strategic oversight.
Structures:
The Configuration was refreshed using a skills matrix, but failed to integrate new members meaningfully.
Compliance is weak — the governance infrastructure was minimal before the current CoSec role was introduced.
As Company Secretary, I would:
Use the 11Cs to guide a Board effectiveness review, identifying gaps across each quadrant.
Redesign induction and development to build behavioural integration, not just technical onboarding.
Promote meeting reforms to allow space for challenge and inclusion — e.g. rotating agenda leadership or pre-reads with structured prompts.
Support the Chair in aligning Board purpose with structure and composition — especially ensuring roles are clear and value is drawn from diversity.
The 11Cs is not just a diagnostic tool but a developmental roadmap for building a stronger, more aligned and functional Board at Beddy Buys plc.
10 MARK
How can individual personality traits influence Boardroom dynamics, and what relevance does this have at Beddy Buys plc?
The OCEAN model (also known as the Big Five personality traits) offers a framework to understand how individual directors may behave and interact. The five traits are:
Openness – creativity, openness to new ideas
Conscientiousness – discipline, reliability
Extraversion – assertiveness, sociability
Agreeableness – trust, empathy, cooperativeness
Neuroticism – emotional reactivity or instability
At Beddy Buys plc:
The CEO (Jolanta) likely scores low on openness and agreeableness — she resists challenge and innovation, and is dismissive of others.
The Chair (Benoit) is likely high in openness and extraversion, with an innovative mindset and strong investor engagement, but lacks the influence to shift culture.
The CFO (CJ Foo) appears high in conscientiousness and agreeableness, with trust from employees, but lacks assertiveness in the Boardroom.
These contrasting traits contribute to interpersonal strain and poor group decision-making, as more dominant personalities overpower others and important issues remain unspoken. OCEAN helps the governance professional understand why certain directors are misaligned, and where interventions — such as coaching or meeting design — may be necessary.
15 MARKS
Evaluate how differences in individual behaviour and personality may be affecting Boardroom dynamics at Beddy Buys plc.
What actions could you take as Company Secretary to improve team effectiveness?
The OCEAN model (also known as the Big Five) helps explain interpersonal differences and tensions that affect Board dynamics. It includes:
Openness – curiosity, openness to change
Conscientiousness – reliability, organisation
Extraversion – assertiveness, energy
Agreeableness – cooperation, empathy
Neuroticism – emotional reactivity, volatility
At Beddy Buys plc, interpersonal conflict and disengagement can be explained using this framework:
The CEO (Jolanta) shows low openness (resistant to innovation) and low agreeableness (dismissive of others). Her leadership may stifle creativity and discourage others from contributing.
The Chair (Benoit) appears high in openness and extraversion, keen to innovate and engage investors. However, his style may appear overconfident or naive to others, especially given his age and lack of relational influence.
The CFO (CJ Foo) likely scores high on conscientiousness and agreeableness, making her well-liked and trusted. But her low extraversion means she avoids speaking up — even when she sees major issues like low morale.
These mismatches create a Boardroom climate where:
Conflict is unspoken
Strategic debate is avoided
Decisions are made by default, not design
As Company Secretary, I would:
Integrate personality awareness into development — starting with a facilitated discussion or profiles based on models like OCEAN.
Support the Chair in understanding how personality styles influence power dynamics, and how to adjust his approach to influence the CEO.
Design Board meetings to accommodate different personalities — e.g. written contributions ahead of meetings for more reflective members like CJ.
Encourage the use of meeting rules or charters to define expectations for participation and tone — giving all personalities space to contribute safely.
Suggest coaching or shadowing support to help new NEDs understand dynamics and build relationships more quickly.
By using OCEAN to make personality visible and manageable, the Company Secretary can help shift Board dynamics from frustration and silence to understanding and contribution.
10 MARKS
What issues may be preventing the Board at Beddy Buys plc from working effectively as a leadership team, and how might these impact its role in governance and strategy?
Lencioni’s Five Dysfunctions of a Team is a useful model for understanding why leadership teams underperform. It identifies five escalating dysfunctions: absence of trust, fear of conflict, lack of commitment, avoidance of accountability, and inattention to results. These dysfunctions are often interlinked and behavioural in nature.
At Beddy Buys plc, signs of all five dysfunctions are present:
Absence of Trust – Directors are unwilling to be vulnerable. The CEO openly dismisses the Chair, and NEDs have had no meaningful induction or relationship-building, creating a culture of guardedness.
Fear of Conflict – Healthy debate is avoided. CJ Foo is aware of serious morale issues but is unsure how to raise them. Meetings are brief, and any attempt at innovation is shut down.
Lack of Commitment – Without real discussion, decisions are not genuinely agreed upon. Strategic direction is unclear and operational focus dominates.
Avoidance of Accountability – Poor behaviour goes unchecked. There’s no mechanism for challenging the CEO’s dominance or resolving the Chair/CEO tension.
Inattention to Results – The Board is inwardly focused. Shareholder frustration and falling staff morale show that the team has lost sight of its purpose.
These dysfunctions weaken the Board’s ability to govern strategically, challenge constructively, or respond to stakeholder needs. Without behavioural change, the Board risks remaining a collection of individuals rather than a cohesive leadership team.
15 MARK
Evaluate the effectiveness of the Board at Beddy Buys plc in fulfilling its collective leadership role. As Company Secretary, how could you help support it to function more effectively as a team?
A Board’s ability to act as a cohesive leadership team is critical to effective governance. Lencioni’s Five Dysfunctions of a Team provides a structured behavioural framework to assess where Boards fail to perform together. These dysfunctions build on one another and often explain why technically capable Boards fall short.
Absence of Trust
This foundational dysfunction occurs when team members are unwilling to be open about their weaknesses, mistakes, or concerns. At BBplc, trust is eroded by the conflict between the CEO and Chair — a dynamic that new NEDs observe but are unequipped to challenge. There was no relational onboarding process, and CJ Foo feels she cannot safely raise sensitive concerns about morale, indicating low psychological safety.
Fear of Conflict
Without trust, directors avoid productive conflict. Meetings are brief and focused on routine oversight, not meaningful debate. When Benoit raises ideas, he is dismissed. NEDs remain passive, creating a “polite but silent” culture. Constructive disagreement is a vital input to strategy, and its absence contributes to stagnation.
Lack of Commitment
A direct result of poor debate is weak buy-in. The Board is split between Jolanta’s desire to preserve core products and Benoit’s push for innovation. Because these competing visions are never fully discussed, no shared commitment to a forward-looking strategy exists.
Avoidance of Accountability
Without clear commitments, no one takes ownership of delivery or behaviour. The Chair-CEO tension is visible and unresolved. There’s no process for peer accountability, and the CEO’s behaviour goes unchecked. New NEDs may also feel unsure of their role in holding others accountable.
Inattention to Results
Board members become more focused on preserving their own reputations or roles than on organisational performance. Strategic issues — declining shareholder confidence, regulatory scrutiny, and staff morale — are neglected in favour of protecting personal positions.
How the Company Secretary Can Intervene:
As Company Secretary, I would take a multi-layered approach:
Diagnose issues openly: Use Lencioni’s model as a confidential self-assessment framework within an externally facilitated Board effectiveness review. This gives directors language to describe dysfunction without blame.
Create safe spaces: Recommend a dedicated Board development day focused on team behaviours, not performance. Introduce exercises that build relational trust, such as storytelling or peer dialogue.
Redesign meetings: Structure agendas to include time for strategy, feedback, and reflection. Encourage pre-circulated prompts to allow quieter voices to prepare input and increase contribution.
Support the Chair: Work with Benoit on techniques to lead difficult conversations and create space for dissent. Reinforce his role as guardian of Board dynamics, not just shareholder-facing figurehead.
Formalise behavioural expectations: Introduce a Board Charter or shared values statement, agreed collectively, to give legitimacy to behavioural norms — especially around challenge, inclusion, and accountability.
By applying Lencioni’s model explicitly and constructively, the Company Secretary can help the Board at BBplc shift from a dysfunctional group of individuals to a more open, accountable, and results-focused leadership team.
10 MARK
What issues might be affecting the quality of communication between directors at Beddy Buys plc, and how could this influence Board effectiveness?
Effective Board communication depends on trust, consistency, and perceived intent. A helpful tool for diagnosing communication breakdowns is the Credibility Model, also known as the Credibility Equation, developed by Maister, Green and Galford (2000).
It defines credibility as:
Credibility=Trust+Reliability+Intimacy
Self-orientation
Trust is belief in someone’s expertise or character
Reliability is about consistency and follow-through
Intimacy is the feeling of safety and openness in the relationship
Self-orientation is how much someone appears focused on their own agenda (the lower, the better)
At Beddy Buys plc, poor communication stems from low credibility between key players:
CJ Foo is respected and reliable, but her low intimacy with the Board means she doesn’t feel safe enough to raise concerns — despite being aware of staff morale issues.
The Chair (Benoit) may be high in trust and openness with investors, but is seen by the CEO as having high self-orientation, which reduces his internal credibility.
The CEO (Jolanta) may appear reliable and competent, but her low intimacy and high self-orientation damage her relationships with NEDs, whom she shuts down in meetings.
NEDs, despite technical credibility, suffer from low perceived reliability (due to poor induction) and minimal intimacy — so their contributions lack impact.
These credibility gaps result in poor-quality communication: issues are not raised, feedback is avoided, and decisions lack challenge. Over time, this weakens governance, damages relationships, and leaves the Board reactive rather than proactive.
15 MARKS
Evaluate how interpersonal dynamics are influencing the behaviour of the Board at Beddy Buys plc.
In your role as Company Secretary, how could you help improve communication and support more effective relationships?
At Beddy Buys plc, the behaviour of the Board is shaped by low trust, guarded dialogue, and unresolved tension. A valuable tool to analyse these dynamics is the Credibility Model, also known as the Credibility Equation, developed by Maister, Green and Galford (2000).
The equation describes credibility as:
Credibility = Trust + Reliability + Intimacy
Self-orientation
Where:
Trust refers to perceived integrity and competence
Reliability relates to consistency of action
Intimacy is the safety felt in sharing views
Self-orientation reflects the degree to which someone appears focused on their own needs
Application to Beddy Buys plc
CJ Foo is trusted and reliable with staff, but lacks intimacy in the Boardroom. Despite understanding serious morale issues, she remains silent — indicating a relationship deficit that prevents upward communication.
The Chair (Benoit) scores well on trust and openness externally, but his high visibility and personal branding may trigger perceptions of high self-orientation from the CEO, reducing his internal influence.
The CEO (Jolanta) is likely seen as competent but exhibits low intimacy (she dismisses others) and high self-orientation (she prioritises her agenda over group input), which breaks psychological safety.
NEDs were brought in to diversify the Board, but without proper induction or role clarity, they suffer from low perceived reliability and lack the intimacy required to challenge the Executive team confidently.
These credibility deficits lead to cautious, fragmented communication. Strategic issues go undiscussed, silence replaces challenge, and trust deteriorates across the team.
Interventions by the Company Secretary
As Company Secretary, I would take targeted steps to rebuild credibility across the Board:
Use the Credibility Equation in Board development – Introduce the model during an effectiveness session, allowing the team to explore what currently drives or blocks trust.
Enhance intimacy and reliability – Propose informal pre-meeting briefings, pairing NEDs with Executives to strengthen rapport and surface views early.
Coach key individuals on impact – Support CJ Foo in raising sensitive issues by helping her reframe concerns from a business risk perspective. Help the Chair reflect on how his style may be misread as self-serving.
Track and reflect follow-through – After decisions or challenges are raised, report back clearly on what action was taken. This builds a feedback loop that reinforces reliability.
Reframe role expectations – Help the Board revisit its purpose and values through a refreshed Board Charter. This reduces self-orientation by centring shared governance goals.
By applying the Credibility Equation, the Company Secretary can go beyond surface-level fixes and address the root behavioural imbalances that are undermining trust, clarity, and strategic contribution within the Board at Beddy Buys plc.
