In the intricate tapestry of corporate governance, the proverb ‘A single bracelet does not jingle’ aptly captures the essence of collective responsibility.
Yet, in numerous boardrooms across Africa and beyond, the Chairperson often bears the brunt of accountability, while other directors remain conspicuously silent.
This imbalance not only undermines effective governance but also poses significant risks to organisational integrity and stakeholder trust.
The collective mandate of governance
Corporate governance is not a solo endeavour. Nor is it a spectator sport. Each seat at the boardroom table carries a fiduciary torch; not for warmth, but for illumination and accountability.
Various frameworks, including the King IV Code, emphasise that all directors, irrespective of their executive or non-executive status, share equal fiduciary duties.
Silence or deference within the boardroom does not absolve one from responsibility. Each director is entrusted with the duty to act in the company’s best interest, ensuring transparency, accountability, and strategic oversight.
The perils of singular accountability
In times of organisational crisis, the tendency to attribute blame solely to the Chairperson is both convenient and misleading.
While the Chair may guide discussions, the board’s decisions are collective. A failure in governance is often indicative of systemic issues rather than individual shortcomings.
Recognising this collective responsibility is paramount for fostering a culture of accountability and resilience.
Cultural nuances and governance dynamics
Cultural norms and political structures can inadvertently contribute to passive board participation. In certain contexts, deference to authority figures may discourage open dialogue and critical questioning.
Additionally, political appointments to boards, especially in state-owned enterprises, can lead to conflicts of interest and hinder objective decision-making. Addressing these challenges requires a nuanced understanding of cultural dynamics and a commitment to fostering inclusive and participatory governance structures.
First among equals – but equals nonetheless
The Chairperson may steer discussions, but they do not carry the board alone. The law makes no distinction between executive and non-executive directors in terms of their fiduciary duties.
Each director is expected to think, speak, question, and protect the company’s interests. Silence does not equate to safety. In governance, silence is often complicity in disguise. A respected South African board veteran once remarked: “If you have no point of view, you have no business on any board.”
Yet, many non-executive directors, (NEDS) especially in African contexts shaped by hierarchical deference, adopt the posture of approval rather than scrutiny. Cultural politeness becomes professional paralysis.
The board transforms into a theatre of passive performers orbiting a single star: the Chair. Let us be clear. No Chairperson can save a sinking ship alone. An orchestra cannot blame only the conductor when the symphony fails.
The myth of the scapegoat chairman
When crisis strikes, all eyes turn to the person at the head of the table. It’s a convenient narrative. If something goes wrong, it must be the Chair’s fault.
However, governance is not a myth, and the Chair is not Atlas. They were never meant to carry the world alone. Each director holds a baton in the symphony of oversight.
If the tune is off-key, every silent player contributes to the discord. Yet the illusion persists. The Chair is both hero and scapegoat. Others stay insulated by irrelevance.
This myth must be shattered gently, but irreversibly. The Chair is first among equals. But equals, nonetheless.
When shadows nurture negligence
In African boardrooms, especially within state-owned enterprises, political appointments often override professional rigour. NEDs are sometimes selected not for their governance acumen, but for loyalty to a party or person. The result?
- Rubber stamping becomes routine.
- Risk management becomes an afterthought.
- Ethics becomes optional.
A director who attends but does not engage is no different from a night watchman who sleeps through a break-in. You cannot claim to guard the gates after the thieves have left.
Ghana’s Companies Act. Nigeria’s CAMA. Kenya’s corporate statutes. South Africa’s King IV. They all agree: non-executive does not mean non-responsible.
Lessons from the ashes
Africa has witnessed enough governance failures to fill a library of shame. In almost every case, boards played a passive or complicit role.
Case studies – lessons from governance failures
- Steinhoff International (South Africa, 2017): A significant accounting scandal revealed lapses in board oversight, underscoring the risks associated with passive governance.
- Eskom (South Africa): The Zondo Commission highlighted the board’s failure to prevent state capture, emphasising the need for vigilant oversight.
- Cadbury Nigeria (2006): Financial misstatements led to substantial losses, with board members facing scrutiny for their roles.
- Ghana’s Banking Crisis (2017–2018): Negligent boards contributed to the collapse of several banks, resulting in legal actions and financial instability.
- NMC Health (UK): Governance failures led to financial collapse, highlighting the importance of effective board oversight.
These instances underscore the critical importance of active and engaged board participation in safeguarding organisational integrity.
Global perspectives on boardroom accountability
Governance challenges are not confined to the African continent.
- Enron (USA): A lack of board vigilance facilitated unethical practices, culminating in a historic corporate collapse.
- Carillion (UK): Parliamentary reports identified the board’s role in the company’s downfall, highlighting systemic governance failures.
- HIH Insurance (Australia): Board negligence led to one of the country’s most significant corporate collapses, with directors facing legal consequences.
- Volkswagen (Germany): Governance failures led to emissions scandals, emphasizing the need for robust oversight.
These global examples reinforce the universal imperative for robust and accountable governance structures.
The culture must change
The era of passive directors must come to an end. Boardroom shadows are no longer safe havens. Each chair at the table carries weight. Each director holds a duty. Every role must be equal in practice, not just in theory.
We must dismantle the myth of the all-powerful Chair and build a reality of empowered boards. Boardrooms must evolve from ceremonial gatherings into collaborative engines. We do not need boards that merely “board.” We need boards that think, challenge, and act.
Let directors rotate committee roles. Let performance be independently evaluated. Let every director receive orientation that reinforces duty, not deference.
Strategic imperatives for enhanced governance
To fortify governance frameworks:
- Empower All Directors: Cultivate an environment where every board member actively contributes to discussions and decision-making processes.
- Implement Regular Evaluations: Conduct periodic assessments of board performance to identify areas for improvement.
- Promote Ethical Standards: Embed a culture of integrity and accountability within organisational practices.
- Enhance Transparency: Ensure that decision-making processes are open and well-documented, fostering stakeholder trust.
- Encourage Continuous Education: Offer ongoing training to keep directors informed about evolving governance best practices.
The role of technology in governance
Technology can play a significant role in enhancing governance practices. From improving transparency and accountability to facilitating more effective communication and decision-making, technology can help organisations build more robust governance frameworks.
Conclusion – Charting a path forward
The challenges facing corporate governance are multifaceted, encompassing cultural, structural, and ethical dimensions.
Addressing these issues requires a concerted effort from business leaders, policymakers, and political stakeholders.
By embracing collective accountability, fostering inclusive dialogue, and committing to continuous improvement, organisations can build resilient governance structures that serve both corporate and societal interests.
In the words of an African proverb, “When spiders unite, they can tie up a lion.” Through unity and shared purpose, we can overcome the complexities of governance and pave the way for sustainable development and prosperity.
Future directions
As the governance landscape continues to evolve, organisations must remain vigilant and adaptable. Future directions may include:
- Integrating sustainability and environmental considerations into governance frameworks
- Fostering greater diversity and inclusion on boards
- Leveraging technology to enhance the efficiency and effectiveness of governance
- Strengthening stakeholder engagement and participation in governance processes
By embracing these future directions, organisations can build more resilient and effective governance structures that serve both corporate and societal interests.
>>>the writer is a globally celebrated thought leader, Chartered Director, industrial engineer, supply chain management expert, and social entrepreneur known for his transformative contributions to industrialisation, procurement, and strategic sourcing in developing nations.
As Africa’s first Professor Extraordinaire for Supply Chain Governance and Industrialization, he has advised governments, businesses, and policymakers, driving sustainability and growth. During his tenure as Chairman of the Minerals Income Investment Fund (MIIF) and Labadi Beach Hotel, he led these institutions to global recognition for innovation and operational excellence. He is also the past chairman of the Public Procurement Authority.
A prolific author of over 90 publications, he is the creator of NyansaKasa (Words of Wisdom), a thought-provoking platform with over one million daily readers. Through his visionary leadership, Professor Boateng continues to inspire ethical governance, innovation, and youth empowerment, driving Africa toward a sustainable and inclusive future.
