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Ethics in the Boardroom: When the Rubber Hits the Road

Why Ethics Matter More Than Ever

Ethics in the boardroom is one of the most discussed yet least understood topics in governance today. Every director will tell you they value integrity, transparency, and accountability. We all believe we know how we would behave if faced with an ethical dilemma.

But the truth is, until you are personally confronted with unethical behaviour, you will never really know how you will respond.

When that moment arrives, everything crystallises. Your values, your courage, and your sense of duty are tested. And when money, reputation, and influence are on the line, those decisions become far more complex than they appear in theory.

The Australian Institute of Company Directors (AICD) reminds us that governance is not just about compliance. It is about ethical leadership. Directors are custodians of integrity and public trust. When that trust is broken, the consequences can be far-reaching, legally, financially, and reputationally.


When the Moment Arrives

In theory, doing the right thing sounds simple. In practice, it is rarely straightforward.

When you sit on a board or operate at senior executive level, you’re part of an ecosystem that balances competing pressures: performance targets, stakeholder expectations, legal obligations, and reputational risk.

When unethical behaviour emerges, you have to decide:

  • Do you ignore it and protect yourself?
  • Do you call it out and risk relationships, reputation, and income?
  • Are you ready to stand firm when the pressure mounts?

These are the real-life questions that define your integrity as a director.


A Lesson from My Own Experience

Earlier in my career, I joined a promising company as Chair. On the surface, it looked like a dynamic, high-growth business with all the right ingredients. But once inside, I quickly realised things were not as they seemed. There were unresolved legal issues, questionable business practices, and serious cultural problems.

At that time, I was relatively young and had personal pressures, including caring for a sick parent. I decided to quietly step away. It felt like the least disruptive option.

Years later, I regret that choice. The problems I walked away from were never resolved. They continued to fester and harm others in the business community. Looking back, I wish I had stood my ground and dealt with the issues head-on.

That experience taught me a lasting lesson: silence can enable unethical conduct to thrive. Walking away may feel easier in the short term, but it rarely serves the long-term good.


Standing Up When It Matters

More recently, I faced another difficult ethical situation involving a senior figure within an organisation I was advising. They were preparing to allow another individual to enter into a major contract under misleading circumstances.

The intention was to have that person sign in good faith, utilise their business relationships and market credibility to advance the deal, and then remove them from the project once their value had been extracted. It was a calculated and deeply unethical plan that would have caused serious reputational and financial harm to everyone involved. As soon as I learned of it, I knew I could not remain silent. I called out the behaviour directly, stating clearly that what was being proposed was wrong and carried potential legal consequences.

The reaction was immediate. The professional mask slipped, and I saw the true nature of the individual behind it. Charm and diplomacy vanished, replaced by hostility and defensiveness. It was a confronting moment that revealed exactly who I was dealing with.

Hoping to find a resolution, I raised the matter with another senior stakeholder. On the surface, they appeared shocked and concerned, assuring me the issue would be addressed. But behind the scenes, nothing changed. Instead of confronting the unethical conduct, efforts were made to minimise it and smooth things over.

Once you call out wrongdoing, the dynamics shift. You’re no longer seen as part of the team; you become a problem to be managed. Defences go up, alliances form, and suddenly, the focus is not on the behaviour itself, but on removing the person who exposed it.

This experience reaffirmed one of the hardest truths about corporate ethics: when you stand up for what’s right, you may pay a personal price. But integrity is not negotiable.


Navigating the Fallout

That experience tested every ounce of my resilience and understanding of governance. As a director and member of the broader governance community, I know where my responsibilities lie, to the organisation, to stakeholders, and to the principles of ethical conduct.

Even when it is personally or financially costly, I will always choose to be on the right side of history.

When situations like this arise, documentation and accountability are essential. I engaged with the appropriate regulatory bodies, allowing investigations to take their course. Unethical behaviour can be hidden for a time, but not forever. Truth always finds a way to surface.

Integrity is not about convenience. It is about consistency, even when the consequences are uncomfortable.


Key Lessons for Every Director

  1. Always call out bad behaviour. If something feels wrong, it probably is. Silence is complicity. Calling it out may be uncomfortable, but it’s the only way to preserve your reputation and conscience.
  2. Have a clear ethical framework. Define your non-negotiables before you step into the boardroom. The AICD and The Ethics Centre recommend viewing board decisions through four lenses: the community, the board’s culture, relationships, and your own values.
  3. Do thorough due diligence. Understand the people you are working with. Research the board’s culture, history, and integrity. Do not be swayed by glamour, prestige, or promises of financial reward.
  4. Expect retaliation. When you challenge unethical behaviour, be prepared for backlash. Protect yourself through documentation, transparency, and truth.
  5. Trust your instincts. When someone shows you who they are, believe them. If the mask slips, it’s for a reason.
  6. Hold the line. Your integrity is your legacy. No board seat or consulting contract is worth compromising your values.

Understanding the Pressure Cooker

Boardrooms are pressure cookers. They combine ambition, power, ego, and risk. Even well-intentioned people can make poor choices when faced with financial or reputational pressure.

As the Sydney Morning Herald recently highlighted, “Ethics in corporate Australia remain under the microscope as scandals continue to surface, revealing how blurred the lines between ambition and integrity can become.”

When people feel cornered, fear and self-interest can take over. That is why every director must have a strong internal compass. Ethics are not theoretical concepts, they are practical anchors in moments of pressure and uncertainty.


Why This Conversation Matters

In recent years, Australia has witnessed a string of high-profile corporate ethics failures. These incidents have shown that governance without ethics is fragile and short-lived.

Boards that embed ethical reasoning into every decision build resilience, trust, and long-term value. Those that don’t, inevitably face crisis, reputational collapse, or public accountability.

As the Australian Financial Review noted, “Corporate reputation is no longer a side issue. Ethical failure has real economic consequences.”

The best boards do not wait for a crisis to test their integrity. They actively foster cultures of openness, transparency, and courage; where directors feel safe to speak up, even when it is inconvenient.


A Final Thought

Serving on a board is not about prestige or title. It is about stewardship, influence, and legacy.

When the pressure builds and the stakes are high, the choice you make in that moment will define your career and your character.

Always choose courage. Always choose integrity.

When the rubber hits the road, ethics are not just a topic of discussion, they are the foundation of true leadership.


If you are facing a complex ethical situation or simply want to strengthen your governance approach, you’re not alone.

You can reach out for a confidential discussion or explore insights at www.tigerboards.com.au

Your reputation is your legacy. Protect it fiercely.

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