Ethics at the edge: a new framework for leadership in the boardroom

Dr Lola Toppin-Casserly

When it comes to ethics in governance, the stakes are high, but the guidance is often vague. What does it really mean to lead ethically at the board table? And how can chairs and directors build that capability in a way that holds up when the pressure is on?

Governance researcher and board chair Dr Lola Toppin-Casserly has spent years exploring those questions. With more than two decades in executive and governance roles, she noticed a persistent gap.

“I observed that we didn’t have a clear understanding of what ethics in organisations looks like,” says Toppin-Casserly. “I concluded that if we want to get it right, we have to start at the top. Tweaking things in the middle just won’t cut it.”

While ethical leadership is well covered in management literature, Toppin-Casserly saw that governance settings were largely overlooked. Her research set out to change that. The result is a new framework of seven dimensions and 40 behavioural items, designed to help chairs and directors lead ethically in complex, informal and often political spaces.

But she’s quick to point out that ethical leadership isn’t just the chair’s job.

“We often point the finger at the chair, but every director plays a role. The chair can’t do it alone,” she says.

She draws on Ronald Heifetz’s model of adaptive leadership, which views leadership as a shared, relational process. The chair may lead, but they must enlist support from others around the table to achieve ethical outcomes.

“Are we supporting ethical leadership, or undermining it? That’s a question every director needs to ask themselves.”

Ethical leadership, argues Toppin-Casserly, is hard work. It demands both emotional and cognitive energy, and often shows up in grey areas where rules are unclear and power dynamics are at play.

“That’s where the real influence happens. Unless we’re upfront about things like conflicts of interest, politics and power dynamics, we won’t manage them ethically. Instead, we whisper about them and sweep them under the carpet.”

Toppin-Casserly’s own experience as a chair has tested her framework in practice. Over the past year, she’s navigated a situation involving entrenched self-interest that risked tipping into financial misconduct.

“It gave me sleepless nights,” she says. “But holding onto the guidelines helped me stay grounded in an ethical approach to the situation. That anchor made an enormous difference.”

Her framework is made up of seven dimensions, five of which represent ethical leadership in action:

1. An ethic of care and context – rooted in Carol Gilligan’s research, this focuses on a relational approach to understanding everyone’s needs in a situation, not just the dominant voices, and recognises the role of context.
2. Being values-driven – holding fast to purpose, especially when the easier option is to compromise.
3. Ethical competence – recognising that governance is fundamentally an ethical role, grounded in the board’s stewardship obligations.
4. Ethical voice behaviour – creating psychological safety so all perspectives can be shared, heard and genuinely considered.
5. Positive political orientation – engaging in boardroom politics in ethical ways to achieve ethical outcomes, rather than avoiding politics altogether.

The final two dimensions reflect what happens when ethics start to slip – conflicts of interest, self-interest and ultimately poor decision-making and dysfunction. These can emerge in small ways, says Toppin-Casserly, and often go unnoticed.

So how can boards embed ethical leadership in their day-to-day work?

“It can’t just be a workshop or one good conversation. It needs training, ongoing reflection and tools. The guidelines give people something to come back to.”

Toppin-Casserly emphasises the importance of deep listening and resolving differences in perspective – a process she likens to the work of a judge.

“A judge has to hear all the evidence, be fair and balanced, follow due process and aim for justice. Boards need to do the same. But too often, we take the easy option – we listen to our allies, go with our gut, or we put things in the too-hard basket.”

Boards also need to better understand the influence of power and privilege. Directors often come from well-resourced, highly educated backgrounds. That’s not a flaw, says Toppin-Casserly, but it does create blind spots.

“Our privilege can make it harder to see the ethical implications of decisions on others. If I’m living a comfortable life, I might struggle to grasp what someone on the margins is really dealing with. That matters when I’m making decisions that affect them.”

This awareness, she says, is essential for ethical judgement – especially in today’s environment, where social equity, climate risk and digital technology are reshaping the governance landscape.

On artificial intelligence, for example, Toppin-Casserly urges caution.

“AI is helpful for administration or data analysis, but it doesn’t understand context. And that’s where ethical decisions in our modern world live. We shouldn’t be delegating our judgement to machines.”

Her call to action for boards is clear – ethical leadership is not about perfection, it’s about process. It’s about showing up, doing the hard work and staying grounded in shared values.

If there’s one shift she wants to see, it’s for boards to do the deeper work of resolving conflicting perspectives.

“That’s the challenge. Ethical leadership means facing into disagreement and seeking outcomes that are fair and just – not just convenient.”

It’s demanding work, she says, but it’s what leadership in today’s world demands.

“This is the kind of leadership we need in a volatile, uncertain, complex and ambiguous world. And it starts with each of us.”

Has your board got this quite right yet? Conflict of interests possess an inherent ability to shape the destiny of individual directors, and their mishandling can have far-reaching consequences. The IoD Conflict of Interests Board Pack contains information to help your board understand, identify, declare and manage conflict of interests effectively.