Leadership Behaviour
Domain focus
Leadership Behaviour tests the boardroom conduct that makes governance work: tone at the top, ethical decision-making, constructive challenge, independence of mind and the chair’s management of board dynamics. The exam looks for behaviour that supports accountability rather than charisma or unanimity.
Core rules and concepts
- Leaders set the ethical tone by modelling disclosure, candour and respect for dissent.
- Effective chairs invite challenge, protect minority voices and prevent the CEO or a dominant director from controlling the agenda.
- Independent directors must exercise independent judgement, not simply endorse management proposals.
- Groupthink is a governance risk: unanimous approval without documented debate can signal a weak board.
- Psychological safety supports whistleblowing and early escalation of misconduct.
- Succession, diversity and board evaluation are leadership responsibilities, not administrative tasks.
Worked example
A board has a combined chair/CEO who controls the agenda. A related-party transaction is approved in 10 minutes with no questions. One independent director later says she “had concerns but did not want to disrupt harmony.”
Reasoning: this is a leadership failure before it is a legal failure. The chair should separate agenda control from management, ensure the conflicted director is recused, require independent advice and minute the challenge. The independent director’s silence undermines her independence. “Harmony” is not a defence if the board did not test the transaction.
Traps that cost marks
Equating a strong, charismatic leader with good governance. Treating consensus as evidence of quality. Assuming non-executive directors run management. Believing culture cannot be assessed; behaviour, escalation patterns and minutes provide evidence.