The Contemporary Director’s Dual Role

A Light Years Agency Analysis

Contemporary governance demands pace, discipline; and a level of strategic maturity that stretches directors in two directions at once. Boards are expected to test assumptions, question management and probe risk; yet they must also safeguard continuity, purpose and trust. The strongest directors operate comfortably in both modes. Lean too far toward tho, and governance fractures.

When Challenge Fails to Materialise

A lack of challenge remains one of the most persistent failures in boardrooms. The Centro decision (ASIC v Healey, 2011) confirmed that directors cannot outsource critical judgment to management; they must actively interrogate information put before them. Current proceedings involving The Star Entertainment Group will likely sharpen the contours of that duty further.

History shows the cost of hesitation.

• AWB Oil-for-Food illustrated how reluctance to escalate concerns can metastasise into systemic failure.

• Robodebt demonstrated how leaders can be aware of facts that demand deeper scrutiny yet avoid confrontation; often to preserve reputation or avoid discomfort.

When inquiry stops, governance collapses. Challenge is not optional; it is foundational.

When Boards Drift Too Close to Management

Overreach carries equal risk. When boards move from oversight to execution, they weaken independence and blur accountability.

The Cassimatis judgment (2016) makes this explicit; a director cannot design a course of conduct and then claim to have objectively supervised it. Expertise does not remove the obligation to stay at arm’s length.

This tension is intensifying.

• Boards recruit for deep capability in cybersecurity, AI, digital transformation and climate.

• Expertise adds value; but it also pulls directors closer to operational decision-making.

• The pressure is magnified in not-for-profits where thin management teams lead boards to “help” their way into execution.

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Overreach also erodes culture. Apple’s 1985 board, by inserting itself into product decisions around the Macintosh, helped create the rift that pushed Steve Jobs out. With hindsight, it is reasonable to ask whether that governance posture served the company’s long-term interests.

Good governance depends on constructive distance; close enough to understand, far enough to challenge.

Holding the Polarity: Challenge; Stewardship

Effective boards treat these roles as complementary.

• The Challenger brings rigour, candour and intellectual discipline.

• The Steward protects purpose, continuity and cohesion.

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Both are required for strategic resilience.

Management must also feel able to challenge upward. Commonwealth Bank CEO Matt Comyn’s testimony at the Banking Royal Commission was a stark example; he described being told to “temper [his] sense of justice” after raising concerns about misconduct. The message was clear: when defensiveness rises, principled challenge is silenced. Rebuilding trust demanded a reset across both management and board.

Boards That Balance the Polarity Share Three Habits

1. They lend expertise; they do not take the reins.

Subject-matter experts provide exceptional value when they guide, not direct. They frame sharper questions, expose blind spots and clarify trade-offs; but they leave design and delivery to management.

2. They challenge through principle; not preference.

Effective challenge tests logic, risk alignment and purpose. It does not substitute a director’s personal operating style. Governance is a principled discipline; not an exercise in taste.

3. They engage between meetings with structure; transparency.

Purposeful engagement does not undermine independence when it is visible and bounded. Committee chairs and portfolio leads stay close enough to understand the work; yet decisions return to the full board. Individual conversations feed collective governance; not private authority.

The Light Years Agency View

Governance is fundamentally an act of balance. The best directors know when to push; when to pause; and when to hold space for strategic reflection. Their effectiveness is not rooted in control; it is rooted in judgment.

Boards that embrace both roles—Challenger and Steward—are better positioned to navigate volatility, adapt to emerging risks and strengthen organisational trust.

Light Years Agency supports boards seeking to refine their governance frameworks, uplift director capability; and embed disciplined oversight without sacrificing strategic ambition.