Inconvenient Truth: Silent anchors of boardrooms could be keys to integrity

In every corporate boardroom, the spotlight falls on the ceremonial grandeur of the Chairperson of the Board.

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.

Here lies an inconvenient truth: when committee chairs are weak, governance collapses silently while everyone watches the wrong stage.

 Illusion of visible leadership

Africans love the theatre of board meetings. The board chair presides like a conductor; directors debate like musicians tuning their instruments.

But who ensures that the music is truly in harmony? Boards without strong committee chairs produce noise rather than a governance symphony.

Where the board chair provides breadth, committee chairs bring depth.

Audit, Risk, Remuneration, Governance and Sustainability Committees dive into the granular details that the full board cannot.

Without them, critical risks remain invisible.

Look at Enron in the United States, Carillion in the UK or Steinhoff in South Africa.

These collapses were not sudden storms.

They were slow-moving governance failures visible to those willing to look closely.

But committees either failed in their duties or, worse, existed in name only.

Closer to home, in Nigeria’s 2009 banking crisis, several boards ignored liquidity alarms flagged by regulators.

Risk committees sat silent. Audit committees rubber-stamped creative accounting.

The result? Entire institutions collapsed, eroding shareholder value and public trust.

Custodians of unseen details

Boards love the headlines. Committees deal in footnotes.

And it is in those footnotes that the first cracks of governance failure appear.

The Audit Chair interrogates not just numbers but 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 fast-growing economies, committee chairs play an even more critical role.

Boards face dual pressures: rapid market expansion driven by AfCFTA and regulatory uncertainty in politically influenced environments.

Without committee chairs asking tough questions, boards risk becoming ceremonial councils nodding at glossy management reports.

An African proverb warns: “A farmer who admires the leaves while ignoring the roots will harvest disappointment.”

A board that focuses only on the surface of governance without committees digging into the soil will inevitably fail.

Agenda architects, not passive participants

Committee chairs are not passive note-takers; they 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, scanning the horizon for regulatory trends, stakeholder expectations and reputational risks.

Consider Carillion’s collapse.

The Risk Committee saw the vulnerabilities.

The Audit Committee noted the warning signs. 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 pre-packaged 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 Steinhoff in South Africa.

The Audit Committee had the data but failed to interrogate it thoroughly. 

Management narratives went unchallenged. Billions of shareholder value evaporated.

When committee chairs stop digging, boards stop seeing.

Accountability voice

Committee chairs report to the full board, raising concerns, recommending actions and flagging risks before they escalate.

Done well, this process becomes an early warning system. Neglected, it becomes a slow-motion disaster.

In high-performing boards, committee reports are insightful narratives that guide decision-making. In underperforming boards, reports become 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 reminds us,

“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 reaches the doorstep?

The Audit Chair wonders how AI might disrupt reporting integrity.

The Risk Chair assesses the business model’s resilience 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 makes sure percussion doesn’t drown 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:

1.  Select competence, not convenience. Political balance or symbolic representation cannot replace expertise.

2.  Train for foresight. Committee chairs must stay ahead of governance trends.

3.  Empower with authority. Clear mandates and access to resources make committees effective.

4.  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 chartered director, industrialisation advocate and governance strategist