The Inconvenient Truth with Professor Douglas BOATENG: Justice delayed is democracy denied: How weak enforcement of the law corrodes trust and threatens long-term governance stability
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26/09/2025The Inconvenient Truth with Professor Douglas BOATENG: Committee chairs hold the keys to boardroom oversight and foresight

…Boards that overlook them mistake ceremony for substance and invite slow-motion governance disasters.
In every corporate boardroom, the spotlight naturally falls on the ceremonial grandeur of the board chairperson. Cameras flash, annual reports feature glowing forewords, and handshakes immortalise the officeholder as the face of governance.
Yet, hidden in the quiet corridors of power are the true guardians of governance integrity: the committee chairs. They are the unsung architects of oversight, the silent anchors ensuring that the governance structure does not quietly rot from within.
And herein lies an inconvenient truth: when committee chairs are weak, governance collapses slowly and silently, while everyone watches the wrong stage.
The illusion of visible leadership
We love the theatre of board meetings. The board chair presides like a conductor of an orchestra; directors debate like musicians tuning their instruments. But who ensures that the music is in harmony?
Boards without strong committee chairs create noise instead of governance symphonies. Where the board chair provides breadth, it is committee chairs who bring depth. Audit, Risk, Remuneration, Governance, and Sustainability Committees dive into the granular details that the full board cannot.
Without them, critical risks become invisible. Look at Enron in the United States, Carillion in the United Kingdom, or Steinhoff in South Africa.
These collapses were not sudden thunderstorms; they were slow-moving storms visible to those who had the right vantage points. But committees either failed in their duties or, worse, existed in name only. A committee chair who merely occupies a seat without probing is no better than an empty seat.
Closer to home, in Nigeria’s banking crisis of 2009, several boards failed to act on warning signs flagged by central regulators. Risk committees ignored liquidity alarms; audit committees rubber-stamped creative accounting. The result? Entire institutions collapsed, wiping out shareholder value and public trust.
Custodians of the unseen details
Full boards love the headlines. Committees deal in the footnotes, and it is in those footnotes that the first cracks of governance failure appear. The Audit Chair interrogates numbers but also the stories they tell.
The Risk Chair looks beyond quarterly profits to warn of hidden cliffs. The Remuneration Chair questions whether executive bonuses reward true value creation or are simply golden parachutes while shareholders bleed. In Africa’s rapidly growing economies, committee chairs play an even more critical role. Boards fa
ce dual pressures: market expansion driven by AfCFTA and regulatory uncertainty in politically influenced environments. Without strong committee chairs asking tough questions, boards risk becoming ceremonial councils nodding at glossy management reports.
As an African proverb teaches, “A farmer who admires the leaves while ignoring the roots will harvest disappointment.” Similarly, a board that focuses only on the surface of governance without committees digging into the soil courts inevitable failure.
Agenda architects, not passive participants
Committee chairs are agenda architects. A weak agenda is like a blurred map—you may be moving, but you are heading in the wrong direction. Strong chairs shape agendas beyond management’s glossy slides.
They scan the horizon for regulatory trends, stakeholder expectations, and reputational risks. Consider the collapse of Carillion. The Risk Committee had access to early warning signs; the Audit Committee saw the vulnerabilities. But agendas became tick-box exercises.
By the time alarms were heard, it was too late. Boards that allow management to dictate agendas become passengers on a train whose driver is not watching the track. In Kenya’s public sector boards, too many meetings follow prepackaged agendas prepared by CEOs. Committee chairs who fail to reset the agenda risk becoming spectators in their own governance journey.
Bridges between management and the board
Committee chairs are translators of complexity. They filter noise, distil insight, and deliver clarity. Without them, boards either drown in data or, worse, consume only narratives curated by management. A board fed only what management chooses is like a courtroom where only one lawyer’s argument is heard. Take the Steinhoff scandal in South Africa. The Audit Committee had the data but failed to interrogate it thoroughly. Management narratives went unchallenged, and billions of shareholder value evaporated. When committee chairs stop digging, boards stop seeing.
The accountability voice of the board
Committee chairs report to the full board, raising concerns, recommending actions, and flagging risks before they escalate. When done well, this process is an early warning system. When neglected, it becomes a slow-motion disaster. In high-performing boards, committee reports are insightful narratives that guide decision-making. In underperforming boards, reports are ritualistic monotony: read, noted, ignored.
Guardians of governance culture
Governance is not just compliance; it is culture.
- The Remuneration Chair influences fairness in how leaders are rewarded.
- The Governance Chair ensures succession planning prioritises competence over loyalty.
- The Risk Chair challenges profit obsessions that compromise long-term sustainability.
In African state-owned enterprises, committee chairs often become the last line of defence against political interference. A weak committee chair bows to external pressures; a strong one anchors integrity despite storms of patronage. As a Ghanaian proverb says, “What is legally permissible can still be morally poisonous.” Strong committee chairs guard this ethical line.
Strategic foresight enablers
Great committees don’t just look at today’s risks; they anticipate tomorrow’s.
- The Sustainability Chair asks what happens when ESG activism hits the doorstep.
- The Audit Chair wonders how AI might disrupt reporting integrity.
- The Risk Chair assesses how resilient the business model is to climate shocks.
Scenario planning is not paranoia; it is preparedness. In the age of climate litigation, digital disruption, and activist shareholders, foresight is survival. Boards that wait for storms to arrive harvest only regret.
Mentors and ethical anchors
Committee chairs also mentor new directors. They share institutional memory, explain the unwritten culture of the board, and reinforce ethical norms by example, not rhetoric. In family-owned businesses or politically sensitive African boards, committee chairs are often the neutral voice of reason, reminding everyone of their duty to the enterprise, not personal gain.
Evaluators of governance effectiveness
A forward-thinking committee chair reflects inwardly, asking:
- Are we truly adding value?
- Are we meeting evolving expectations of governance?
- What must we change to remain relevant?
Boards that neglect this reflection stagnate, and stagnation in governance is a silent killer—risks accumulate until collapse seems sudden, though it was years in the making.
The cost of neglecting committee leadership
What happens when committee chairs are weak?
- Audit Committees fail to challenge inflated revenue projections, leading to financial scandals.
- Remuneration Committees rubber-stamp executive bonuses even as shareholder value erodes.
- Risk Committees ignore early warnings, resulting in catastrophic corporate collapses.
These are not abstract possibilities. Enron. Carillion. Steinhoff. Kenya Airways. South Africa’s Eskom. They all reveal the same pattern: weak committee leadership breeds governance decay. The inconvenient truth is simple: a weak committee chair quietly erodes governance while the board watches the wrong stage.
The orchestra metaphor
Think of the board as an orchestra. The board chair is the conductor. But who ensures the violins are in tune? Who ensures percussion doesn’t drown out the woodwinds? It is the section leaders. Without them, the conductor waves in vain, and the music collapses into noise. Similarly, committees are the sections, and committee chairs are the section leaders. The board chair may get the applause, but without these unseen leaders, there is no harmony, only noise.
The way forward
Boards aspiring to resilience and excellence must elevate committee leadership:
- Select competence, not convenience. Political balance or symbolic representation cannot replace expertise.
- Train for foresight. Committee chairs must stay ahead of governance trends.
- Empower with authority. Clear mandates and access to resources make committees effective.
- Hold accountable. Regular evaluations must assess whether committees truly add measurable value.
This is not governance theory; it is strategic survival. In an era of rapid regulatory change, ESG activism, and digital disruption, the quality of committee leadership will determine whether a board thrives or falters.
A final reflection
Committee chairs are the load-bearing pillars of governance architecture. They work quietly, often without recognition, but without their integrity, foresight, and diligence, the governance edifice will collapse.
So the next time you walk into a boardroom and see a committee chair quietly flipping through papers or asking probing questions, pause and reflect: Governance is not strengthened by the loudness of titles but by the quiet diligence of those who carry the weight of oversight. Elevating committee chairs is no longer optional. It is the foundation for boards that want to remain resilient, ethical, and future-ready.
>>>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..
