An inspiring and empowering event dedicated to women excelling in the boardroom.
This special event began with a thought-provoking fireside chat featuring Happy Ralinala, respected non-executive board member of various companies. Happy shares candid reflections and valuable lessons from her leadership journey, offering practical insights into navigating board dynamics and driving meaningful impact at the highest levels of governance.
The event continues with a powerful masterclass exploring the Behavioural Traits of Executives and Directors, presented by Mpho Seboni, Director at Spencer Stuart. This Masterclass is designed for current and aspiring leaders seeking to deepen their understanding of what drives effective leadership at the highest levels. It explores the core behavioural traits that define successful executives and board members, including decision-making under pressure, emotional intelligence, ethical leadership, and strategic thinking.
The most significant unspoken rule is the “independence of mind”. This extends beyond mere independence to encompass the subtle art of knowing when to speak, what to say, and how to influence within and outside the boardroom. It involves understanding non-verbal cues like language and body posture, and then integrating these elements succinctly without compromising one’s authentic self, especially as a woman. New board members are advised to prioritise listening and observing the “table dynamics” – the different voices and personalities – rather than feeling pressure to make an immediate impact. The boardroom is also a dynamic learning environment where yesterday’s knowledge may not apply tomorrow due to rapid changes, particularly in the digital age.
Executive presence involves understanding the interconnected dynamics between executives, the board, and other stakeholders (shareholders, the public). It places significant emphasis on emotional intelligence (EQ) and adaptability quotient (AQ) over purely technical skills. While executives are often subject matter experts, they must also recognise the board as their principal and understand the reciprocal influence in these relationships. A crucial aspect of executive presence is continuous self-development – what one reads, listens to, and how they foster personal growth. It also requires the ability to set aside one’s ego, as the boardroom thrives on partnership. Ultimately, impactful executive presence is about contributing meaningfully at the right moment, after attentive listening, rather than dominating conversations. Executives also have a role in educating the board.
Being invited to the table doesn’t automatically equate to having power. The nature of the invitation (who invited you, for what agenda) and your association with that table are crucial. The speaker highlights the existence of “clicks” or tight-knit groups that influence board dynamics, raising questions about the true independence of such boards. Power at the table is also about knowing when and for what to “raise your hand” – that is, to interject or contribute. It requires aligning with personal values and understanding one’s worth, rather than simply obliging or trying to fit in. Commanding one’s space stems from self-awareness and emotional intelligence. Essentially, to give “oxygen” to an organisation, one must first possess that “oxygen” internally.
Navigating subtle power plays requires strategic influence, akin to the principles in “The Art of War.” It involves emotional intelligence and the ability to engage board members individually outside formal meetings, fostering better understanding. When identifying an issue, it’s advised not to shy away, but to consider the appropriate timing and setting for addressing it. The speaker shares a personal anecdote of influencing the introduction of black teachers at a school by engaging each board member individually over coffee, framing the argument around the changing population and the school’s needs. This demonstrates the importance of being tactical and not opening oneself “vulnerably” to unknown responses that could undermine confidence. Protecting oneself is paramount, which includes knowing what can be absorbed, tolerated, and what constitutes a deal-breaker.
While informal interactions are natural for human connection and can facilitate clarifying discussions, “over-familiarity” among board members can blur the lines of independence. Constant informal communication among a select group can lead to synchronisation, potentially making it challenging to hold each other accountable or “call to order” when necessary. However, maintaining a cordial relationship is still important for board dynamics, fostering trust in the intent of conversations. The speaker highlights the importance of intuition (“8th sense”) in discerning underlying doubts. Ultimately, it is crucial to maintain a clear distinction regarding what is discussed, when, and how, irrespective of the setting. The “when, where, and how” framework serves as a constant self-check, allowing for trust in one’s own judgment and peace with decisions made in real-time, even when faced with hindsight criticism.
Happy Ralinala attributes her grounding to the influence of dynamic women in her life, particularly her maternal and paternal grandmothers and her mother. Her maternal grandmother taught humility, unmovable faith in God, and quiet influence, effectively managing the household without overt control. Her paternal grandmother was a pioneer who moved to Johannesburg for better opportunities and worked with computers, showcasing adaptability and ambition. Her mother, the first woman taxi driver in Soweto, instilled accountability and responsibility from an early age by leaving her in charge of the household. These pioneering, yet often quiet, community-building women, combined with her faith in God, form her core grounding. She believes her faith helps her through challenges and acknowledges that her own parenting journey, focusing on creating quality memories over imposing academic stress, further reinforces her values.
Happy became a parent very early in life due to her mother’s work as a taxi driver after her father’s passing. Her mother would leave her in charge of the younger children and expect the house to be in order. When Happy would blame her sisters for any mess, her mother’s response, “I left you in charge here,” instilled a deep understanding of accountability, responsibility, and leadership. This early experience taught her how to lead and manage a household. In her own parenting, she applies this learning by prioritising quality time and building relationships with her three daughters over stressing them with academic tasks, even advising outsourcing teaching if possible. She believes parents should focus on creating positive memories rather than bringing “animosity” home, recognising the impact of one’s presence on the household environment.
Happy Ralinala believes there is no significant difference in governance between private and listed entities, or even non-profits and small companies. She states, “Governance is governance.” It is fundamentally about acting in the best interest of the institution and its stakeholders, regardless of its listing status. On the topic of corporate retrenchments, she explains that they have always occurred and are often a result of strategic choices and the need for relevance in a changing landscape. While a company may have a “solid, waterproof” strategy, external competitive forces can arise and disrupt it. Therefore, companies don’t necessarily fail because they didn’t prepare, but because a competitor might emerge with a superior competitive advantage, necessitating difficult strategic decisions, including retrenchments.
Mpho Seboni’s discussion centres on the behavioural traits of executive and non-executive directors and how these traits contribute to effective board functioning and company performance. He distinguishes between the core roles of executives (keeping the engine running, operational leadership, risk-taking) and non-executives (providing guidance, monitoring, clearing obstacles, judging executive judgment, assessing risk quality). The presentation emphasises that while their roles are distinct, they are interdependent and complementary, necessitating different assessment approaches for each. A key theme is the importance of “board culture” and the “interaction between board members in the room” for overall effectiveness.
The 2024 Board Index, which tracks the activities of the top 50 companies on the JSE (and globally), reveals several important statistics:
Spencer Stuart assesses executive and non-executive directors differently due to their distinct roles.
For Executive Directors:
For Non-Executive Directors:
Commonalities: Both executive and non-executive roles share the importance of strategic insight and interpersonal influence as critical characteristics.
The “4 C’s” framework for how a board delivers value and impact consists of:
This framework integrates with Spencer Stuart’s leadership model, which assesses individuals at three levels:
An effective board, beyond just competence, must be coherent, curious, and connected.
Board culture is crucial for effectiveness because it dictates the “interaction between board members in the room” and how the board collectively approaches its responsibilities. Spencer Stuart uses a proprietary framework to understand board culture, based on two primary preferences:
These two dimensions define four cultural quadrants:
Understanding a board’s current culture and its desired future culture allows for targeted recruitment of directors with appropriate styles and changes in board dynamics and agenda setting to facilitate the desired cultural shift.
The process for assessing and evolving a board’s culture involves several steps:
This structured approach helps boards intentionally shape their culture to better align with their strategic needs and improve overall effectiveness.
It is considered “highly unusual” for a board chairman to step into an executive chairman or caretaker CEO role, typically occurring only under extreme circumstances and for a short, determined period. Mpho Seboni counsels boards not to do this, as it signals a significant “red flag” – a lack of trust in the competence or integrity of the existing executive team.
When such a transition does occur, to mitigate the inherent conflict of interest and maintain governance integrity, the Lead Independent Director assumes a senior oversight role. This individual effectively chairs the board and supervises the chairman who has temporarily stepped into the executive position. This arrangement helps ensure that the necessary checks and balances remain in place, despite the unusual circumstances.
The majority of companies on the JSE Top 50 pay a flat fee for board membership and committee membership, rather than a per-meeting structure. While some boards do have a per-meeting structure, the prevalence of flat fees raises a pertinent question: if attendance is not tied directly to payment per meeting, how does this affect directors’ commitment, especially those serving on multiple boards?
With 68% of directors serving on more than one board (and some on as many as three, four, or five), there’s a potential risk that “attendance might be compromised in the future.” The flat fee structure, while common, is highlighted as potentially “inappropriate in many cases” because it doesn’t directly incentivise attendance and active contribution at each individual meeting for directors who are stretched across numerous commitments. Despite this, directors are observed to generally “treasure” boardroom activity and make “every effort to attend,” suggesting a commitment beyond just financial incentive, though the risk of compromise remains.


























Carolynn Chalmers is the Chief Executive Officer of Professor Mervyn King’s Good Governance Academy and its initiative, The ESG Exchange. She has edited two international standards: ISO 37000:2021 – Governance of organizations – Guidance and its associated Governance Maturity Model, ISO 37004:2023.
Carolynn makes corporate dreams come true, assisting leaders and leadership teams in how to create value for their organisations. She makes use of her expertise and experience in corporate governance, organizational strategy, Digital Transformation, and IT to do so.
Carolynn is an Independent Committee Member of South Africa’s largest private Pension Fund, the Eskom Pension and Provident Fund, and recently retired as Independent Committee member of several board committees for the Government Employee Medical Scheme. Carolynn has extensive management, assurance and governance experience and has held various Executive roles for international, listed, private and public organisations across many industries.
Carolynn is best known for her successes in establishing governance frameworks, and designing and the leading large, complex initiatives that can result. She attributes this success to the application of good governance principles. She shares her insights on her 2 LinkedIn Groups – Applying King IV and Corporate Governance Institute.
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Dr Grebe is a chartered accountant and senior lecturer at the University of South Africa (Unisa).
She teaches postgraduate accounting sciences through blended learning using technology in distance education, and through face-to-face study schools throughout South Africa. During her employment at Unisa, she also acted as Coordinator: Master’s and Doctoral Degrees for the College of Accounting Sciences (CAS), chairperson of the research ethics committee and chairperson of the Gauteng North Region of the Southern African Accounting Association (SAAA).
Before joining Unisa as academic, she gained ten years’ experience in audit practice and in commerce.