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Boardroom etiquette involves understanding unwritten rules and recalibrating as board membership changes.
New directors build credibility through purposeful restraint, contributing effectively when they materially improve decisions.
Effective governance requires respecting management boundaries and challenging views professionally and factually.
Boardrooms have rules you won’t find in any handbook. New directors quickly learn that influence depends as much on subtle behaviour as on formal governance.
Beyond formal agendas and governance frameworks, board membership involves unwritten, nuanced and powerful etiquette.
Understanding when to speak, how to communicate, where boundaries lie and how decisions land can make the difference between undermining credibility and establishing yourself as a trusted contributor.
So, what subtle behaviours matter the most, and what lessons do many directors only grasp after their first year at the table?
“Boards are like any other group of people — each one has its own rules,” says Christine Khor, CEO and Founder of Peeplcoach.com on-demand virtual coaching, and national board member of The Hunger Project Australia.
“Each time a board changes, you have to recalibrate.”
Cheryl Hayman FAICD, a non-executive director and remuneration and nomination committee chair on boards including Ai Media Technologies, agrees. “When you join a new board, there’s a significant amount of observation and learning involved, even for experienced directors.”
Speaking and participation
Imposter syndrome can be omnipresent for new and even experienced directors. It can impede contribution, explains Khor.
“Even though you may be very successful in your own career, it can be intimidating being on a board with others who have extensive, high-level experience,” she says.
“However, it’s worth remembering that if you have been appointed to a board, due diligence has already been undertaken and there is a reason you’re there.”
Your contribution to discussions, coming from your unique experience, is valuable, she asserts. The question is when to make that contribution.
“As a new director, you have to exercise what I call purposeful restraint,” says Hayman. “If you’re starting out on the director path, transitioning from an operational role to a non-executive director role requires a lot of listening.”
On any board, before speaking, ask yourself how you can genuinely add insight, she says.
“Does the observation advance the conversation, does it highlight a risk or opportunity, and does it materially influence the quality of the decision? If you can’t say yes to one of those, you should listen longer.”
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Communication etiquette
Email etiquette is a universal challenge, says Khor. “It’s easy to hit ‘reply all’, but ask yourself what value other people get from that.”
Whether or not to send an email to a board member depends on the topic, she says. If a matter could influence a board decision or recommendation, Khor believes it should be directed to the chair rather than discussed informally with other directors by email.
Timing also matters, adds Hayman. “Avoid sending detailed questions late at night because that can put a lot of pressure on executives. Non-urgent communications should be conducted during business hours and it is important to indicate when and if you need a response.”
Keep correspondence tight, relevant and pertinent. As for tone, aim to be warmly professional.
Respecting roles, boundaries and confidentiality
Boards set strategic blueprints, management builds and executes.
“If you confuse those roles, you undermine both,” says Hayman. “When you’re building a strategic plan, obviously that’s a cohesive project with the management team. However, your role is to rise above that with a helicopter perspective.”
She notes the chair plays a critical role in guiding what views you do and don’t share, particularly in sensitive areas.
Voting and decision-making behaviour
How you vote comes down to professional integrity and how you see your role, says Khor. “I’d never vote one way on something I don’t agree with just because everyone else is.
"However, it can also be useful to ask yourself, ‘What am I not seeing — or they aren’t seeing?’ Especially when you have a different gender, culture or background.”
When differences of opinion arise, Khor emphasises you’re not arguing to win, but offering another perspective, based on data and experience. “The key to assertiveness is being factual, not getting emotional. Ask, ‘Can I challenge that?’ Or say, ‘I’m going to play the devil’s advocate on that — is that OK?’”
Hayman suggests you consider what concerns you and what information would resolve your concern. “And remember to frame it, for context. For example, ‘From a risk management perspective. I’m wondering…’ And always ensure you respect the process.”
Advice on board dynamics
Navigate a board as you would any other high-performing team, although it’s true you should be much more careful about what you say and recommend.
To begin building relationships, Khor suggests connecting with fellow board members before the first meeting.
“The fundamental of any high-performing team is trust — and you can’t trust someone you don’t know. Every board has to have a personal component, where you understand who people are.”
As for disagreements, she notes, “If you have aligned values, and both want the best for the organisation, conflicts can be managed.”
For new directors, taking time to listen, understand dynamics and respect boundaries builds credibility and trust. By being mindful, respectful and reflective, new directors can navigate unwritten etiquette with confidence and add value where it matters most.
Mistakes I made in my first year
For Hayman, the urge to dive in with her functional skill background in marketing proved challenging.
“You have to be able to master delegation of operational functions, as well as work from the viewpoint of trusting the CEO and management.”
Khor discovered that highly complex financial reports gave her the jitters.
“The detail and ramifications of some were challenging and I decided I’d have to upskill to have something of value to say. Later, I realised there were already four people on the board with that expertise and I needed to focus on the areas where I added value," she says.
"Here I was spending hours on detailed financials when we had lawyers and CFOs who deep-dived into complex equations.”
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