There are multiple dimensions at play here. First and foremost, there is an abundance of research that demonstrates the subjectivity of management (and directors). To think that management always acts in the best interest of the corporation or the shareholder is very naive. Therefore, for a director to accept at face value anything that comes from management that has an impact on the Board's core accountabilities and responsibilities, is problematic and risky.


A Board that has experienced consistent behaviours from the executive team that has demonstrated veracity, honesty and openness is a reasonable basis upon which to "trust" management - to a point. On the other hand, if management is new, unproven or has previously been less than truthful or accurate (or incomplete) then the director has a responsibility to question and probe.

A fact about directorship is that information, although technically accessible to the Board, is not practically accessible - management will always have access to more information than directors. We all acknowledge that the building of a strategic plan, for example, is embedded with multiple informational inputs along the journey of its construction. Very few of these informational inputs and assumptions are brought to the attention of directors nor are all the assumptions surfaced and tested. Therefore, it is comon for directors to be forced to resolve, decide or adjudicate on matters where full information and understanding is lacking.

Futhermore, as has been flagged, some will interpret the questioning of executives as a display of no confidence or no trust - both are potentially problematic for the operations of the board and the relationship between directors and management.

The director, before a probing and potentially threatening question is asked, must ask him/her self, "Is the answer to the question material to the Board's responsibilities and required outcomes?" If not, then why ask it? If the situation in question was not affected by whether the Counsel was sacked or resigned, then why ask it? On the other hand, it may be entirely relevant (if for example he/she was sacked because they were offering a dissenting view.)

If the information is not material but is known to be false, then a quiet word to the executive or the chairman requesting that the issue be clarified "for the record" might be a more satisfactory way of handing this matter.