The instinct most directors reach for here is to work through process rather than personality, and that is the right starting reflex. Going straight to the CEO turns a governance question into a personal confrontation before anyone knows whether there is anything to confront. But the harder, more instructive question is what working through the process actually requires, and that is where the real governance sits.

The first principle is also the most important one: facts before reaction. A single offhand remark at an event is a signal, not yet evidence. Directors who have lived this warned against acting on one data point, because there is always an information asymmetry between management and the board, and in the absence of facts, stories rush in to fill the gap. The first work is therefore quite fact-finding. Get granular on sales against forecast, on pipeline, on hit rates, and form a clearer picture before naming a problem. The aim is to take a verified account to the chair, not a suspicion. It is worth holding a companion question alongside this: whether the board itself has been probing hard enough. If the CEO is well-liked, the gap may lie partly in the rigour of the board’s questioning during sessions, not only in what management chose to present.

Raising it with the chair is the natural first move, and for good reason. The chair coordinates the board’s collective engagement with the CEO so that management is not pulled in several directions by directors acting alone. But two conditions matter as much as the choice itself. First, go to the chair with a proposed next step, not merely a worry. Second, and more fundamentally, the posture is to inform the chair, not to ask the chair’s permission. A director’s right to the information needed to discharge their duties is a fiduciary right. It is not something the chair grants or withholds.

That distinction is the crux of the dilemma, and it deserves to be stated plainly. The chair carries the board’s collective voice to the CEO, but no chair can sit between an individual director and the information that director needs to do the job. A chair who blocks that access has moved from coordinating to controlling, which is precisely the dominant-chair risk the governance codes caution against. The chair is first among equals. The moment the “first” arrives without the “among equals,” the antennae should go up. So the chair is the right first call, but the chair is not a veto point. This also answers a procedural question the dilemma raises directly: yes, a director may seek information and may engage the committee structure and, where appropriate, management in the exercise of their duties. The discipline lies in the manner. Work through the board and committee channels rather than freelancing private side conversations, and keep the chair informed as you go.

On the mechanics, the soundest approach is to use the architecture that already exists rather than improvise. Where the finance and audit committee is functional, the cleanest route is to have management’s accounts and documents examined there, with internal audit reviewing and providing assurance, and to schedule a full board discussion of the findings. A useful distinction applies here too: the audit committee looks backwards, while a board’s financial forecast looks forward, and the pipeline question is really a forward-looking question about strategy and management’s ability to deliver, which the board is fully entitled to interrogate.

A word of caution on the detail that the CEO recruited most of the directors, and possibly the chair. It is tempting to read independence concerns into that fact, but we do not actually have enough to draw that conclusion. We are not told how much scrutiny went into those appointments, and a board can interrogate and choose a candidate rigorously, even where the CEO first suggested them. So that detail should not, on its own, frame the first move. Where it earns weight is later: if there is a genuine question about the chair’s objectivity or about how the board engages the CEO more broadly, it should shape the steps that follow. In that case, the committee route becomes more important, and it works best where that committee is led by a genuinely independent, well-regarded director. Where independence does prove thin across the board, the case for external assurance strengthens accordingly.

Finally, raising it with the chair is the beginning, not the end. If the chair acts, the matter still belongs in front of the full board, because a possible misrepresentation of the financials is too serious to be settled quietly between two people. If the chair does not act, the path runs onward: through the committee, into a separate session with the independent directors if the findings are material, and ultimately to an independent external audit. The failures from Lehman Brothers to Tongaat Hulett grew in exactly the space where inconsistent reporting went unchallenged.

The defensible posture, then, is this. Treat the conversation as a signal to be tested, not a verdict to be acted on. Take a clear, measured concern to the chair, informing rather than asking permission, and let the facts be established through the proper channels rather than through a private inquiry of your own. Insist that the matter reach the full board, and route the interrogation through the committee and internal audit, calibrated to how independent those bodies genuinely are. The first move is not dramatic, and it should not be. It is measured, on the record, and routed through the structures the board already has.

Voices from the discussion

A selection of contributions from board directors.

“My first move would be to establish the facts. I have been in too many of these situations where what looks like the truth on the surface turns out to be more nuanced. There is an information asymmetry between management and the board, and plenty of stories rush in to fill the void. I would want to take a verified account to the chair, armed with a clearer narrative.” Dr. Marjorie Ngwenya da Silva

“More facts before overreacting. The personalities and relationships involving the CEO, the chair and the other directors call for a nuanced approach,” Claire Busetti

“I would raise it with the chair, provided I was confident the chair would do the right thing and set a proper interrogation of the discrepancies in motion. Whatever the outcome, the matter must reach the full board sooner rather than later. A possible misrepresentation of the financials is serious.” Sandra Oyewole

“I would raise it with the chair first, but with clear suggestions on next steps. I would be uncomfortable conducting further investigation without speaking to the chair, unless I were to chair the audit and risk committee. But given the question over the chair’s objectivity, if the chair did not act, I would do what I needed to do to get the information and then raise it at the board at the appropriate time, letting the chair know I would do so.” Rosalind Kainyah

“I prefer to avoid triangulating side conversations and to bring matters back to the committee or board where appropriate. It is easy to assume management is hiding something, but I would also ask whether the board has been asking sufficiently robust questions in session, perhaps because the CEO is well-liked, and how deeply the board is really probing.” Tokunboh Ishmeal

“A slightly different perspective: the audit committee has a backwards-looking view, while the lost deals are an operational matter that management owns. A board financial forecast speaks to strategy implementation and gives the board assurance about management’s ability to deliver. That is the opportunity for directors to delve deeper.” Mazvi Guni