Psychological Safety in the Boardroom with Andrew Seerden

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What happens when a board only hears what it is allowed to hear?

In this episode of The Boardroom Path, host Ralph Grayson speaks with Andrew Seerden, an independent director and Growth Advisory Board chair based in Auckland, about why boards fail on information rather than intelligence. Drawing on a live case, a $350 million New Zealand B2B business whose long-serving CEO delivered growth while running a culture of fear, Andrew explains why psychological safety is a governance design task for the chair, not a cultural aspiration for HR.

The timing matters. PwC's latest board effectiveness survey found that 41% of executives rate their boards as excellent or good, yet only 17% of those who rarely interact with the board say the same, a perception gap that tends to surface only under real pressure. Andrew sets out the mechanics that close it: board charters that codify noses in, fingers out, independent and dotted-line reporting channels, directors visiting sites without asking permission, and a collaboration contract that defines trust with the CEO in advance. Silence, he argues, is the signal chairs should never ignore.

  • (00:00) - Welcome to The Boardroom Path
  • (04:20) - A Third Career in Governance and Advisory Boards
  • (07:20) - Psychological Safety as Governance Design
  • (09:43) - Information Distortion and the Danger of Silence
  • (13:15) - Structures That Surface the Truth
  • (14:20) - Bypassing the CEO Without Undermining the Role
  • (17:36) - Safety Is Not Comfort and the Warm Bath Illusion
  • (18:35) - When Chair and CEO Become Too Cosy
  • (21:53) - The Kelp Exercise and Staying Centred
  • (28:55) - Yellow Cards and Depersonalising Conflict
  • (31:35) - The Collaboration Contract and Final Takeaways

Andrew Seerden: Andrew Seerden is an independent director and Growth Advisory Board chair based in Auckland, New Zealand, and the founder of Seerden Board Partners, a board and governance advisory practice working with founders, owners, CxOs and chairs in New Zealand and internationally. He brings 30 years of senior commercial leadership in B2B businesses, including senior roles at Hewlett-Packard, Compaq and IBM across New Zealand and the Netherlands, and spent 11 years as Chair of the Board of Trustees at the national charity StarJam, guiding it through scale, financial restructuring and founder-CEO succession. Through Seerden Board Partners and Fresh Perspectives he advises on board effectiveness, advisory board design, commercial growth and CEO counsel, and he writes regularly on governance for a board-level audience. He holds an MBA from Newport University, Utrecht.

Ralph Grayson: Ralph Grayson is a Partner in the Board Practice at Sainty Hird & Partners, bringing extensive experience in board-level recruitment, assessment, and advisory services. With a deep understanding of the corporate governance landscape, Ralph specialises in guiding senior executives as they transition into impactful boardroom careers. His thoughtful approach, combined with a passion for developing effective leaders, enables him to facilitate insightful conversations that equip aspiring and newly appointed Non-Executive Directors with the tools they need to succeed. Through The Boardroom Path, Ralph leverages his extensive professional network and expertise to empower listeners on their journey into the boardroom.

Episode Insights:
  • Boards rarely fail on intelligence; they fail on unfiltered information, which makes information flow a design problem rather than a personality problem.
  • Silence in the boardroom is a risk indicator. Unanimous sign-off with no debate suggests people do not feel safe to challenge, whether the constraint comes from the CEO or the chair.
  • Independent and dotted-line reporting channels only work when they are transparent and codified, otherwise they become a backdoor for gossip rather than a governance mechanism.
  • The kelp exercise, borrowed from chair Maggie Wilderotter, gives boards a shared signal for delivering bad news and requires the chair to stay centred, listen without a knee-jerk reaction and avoid shooting the messenger.
  • A collaboration contract, agreed with the CEO in advance, defines explicitly what trust, communication and the handling of difficult information will look like before a crisis tests them.

Action Points:
  1. Codify noses in, fingers out: Put the boundary between governance and management in writing in the board charter rather than leaving it to custom. Set out what directors may do without asking permission, including site visits and conversations below the executive line. Review the charter annually so it reflects how the board actually operates.
  2. Design the channels before you need them: Agree independent routes for information now, whether that is dotted-line reporting, a whistleblower programme, the company secretary or an independent evaluator. Document who may use each channel and how it is handled. Transparency is what stops these routes being read as disloyalty to the CEO.
  3. Treat silence as an agenda item: When a significant proposal passes without challenge, ask why. Andrew's test is simple: no debate on trade-offs is a signal, not a success. Build a habit of asking each director for a dissenting view before any material decision is confirmed.
  4. Write a collaboration contract with your CEO: Have the direct conversation about expectations, communication rhythm and the handling of bad news, then document what you agree. Revisit it after any incident where information reached the board late. Treat resistance to the conversation as diagnostic rather than personal.
  5. Rehearse how you receive bad news: Adopt a shared signal, such as the kelp cue or a yellow card, that any member can use to flag difficult news or unproductive behaviour. Practise responding with questions rather than blame. Consistency here is what earns the trust that makes disclosure possible.

The Boardroom Path is the essential podcast for aspiring and newly appointed Non-Executive Directors (NEDs) navigating the journey from executive leadership to the boardroom. Hosted by Ralph Grayson, partner at Sainty Hird & Partners, each episode offers insightful conversations with industry leaders, seasoned board directors, and governance experts. Our guests share practical strategies, valuable perspectives, and actionable advice on how to effectively transition into board roles, maximise your impact, and build a rewarding NED career. 

Subscribe now, and take your first confident step along The Boardroom Path. Learn more about Sainty Hird & Partners at saintyhird.com.

The Boardroom Path is produced by Story Ninety-Four in Oxford, UK. 
Psychological Safety in the Boardroom with Andrew Seerden
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