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IOL News
22-07-2025
- Business
- IOL News
Purpose at the pinnacle: Why boards must reclaim organisational intent
Stakeholders are increasingly attuned to authenticity, and they hold boards accountable not just for financial results, but for moral coherence. Image: AI Lab Nqobani Mzizi For many organisations, the word "purpose" has become an aspirational placeholder—framed on walls, repeated in reports, and recited at town halls. Yet too often, it remains disconnected from the daily decisions that shape an organisation's impact. When boards treat purpose as a branding exercise rather than a governance imperative, they reduce it to performance theatre. This squanders the board's most powerful tool—the ability to drive true strategic alignment and long-term value creation. The board is the highest custodian of purpose. Defining purpose is not management's job alone. That accountability lies at the board's apex. King IV echoes this, stating under Principle 1 that the governing body should lead ethically and effectively, and under Principle 4 that it should ensure the organisation is seen as a responsible corporate citizen. Purpose is the anchor aligning ethical conduct and strategic direction. According to ISO 37000, the international governance standard, organisational purpose is the foundation from which all governance conditions and practices flow. Yet in too many boardrooms, purpose is treated as abstract or sentimental—useful for external messaging, but irrelevant to risk oversight or financial strategy. This failure to anchor purpose at the governance level explains why so many organisations drift. Without clear organisational intent, strategy becomes reactive, culture becomes performative, and stakeholder trust becomes fragile. And while boards may pride themselves on fiduciary rigour or ESG compliance, they often overlook the foundational question: 'what are we here to do, and for whom'? Organisational purpose is not a slogan. It is a directional force. When articulated with clarity and courage, it helps boards make trade-offs, allocate capital more wisely, and weigh long-term implications against short-term wins. In times of crisis or disruption, purpose becomes the compass. But a compass only works when it is consulted. And boards that delegate purpose-setting to branding consultants or CSR departments are not governing; they are observing. Video Player is loading. Play Video Play Unmute Current Time 0:00 / Duration -:- Loaded : 0% Stream Type LIVE Seek to live, currently behind live LIVE Remaining Time - 0:00 This is a modal window. Beginning of dialog window. Escape will cancel and close the window. Text Color White Black Red Green Blue Yellow Magenta Cyan Transparency Opaque Semi-Transparent Background Color Black White Red Green Blue Yellow Magenta Cyan Transparency Opaque Semi-Transparent Transparent Window Color Black White Red Green Blue Yellow Magenta Cyan Transparency Transparent Semi-Transparent Opaque Font Size 50% 75% 100% 125% 150% 175% 200% 300% 400% Text Edge Style None Raised Depressed Uniform Dropshadow Font Family Proportional Sans-Serif Monospace Sans-Serif Proportional Serif Monospace Serif Casual Script Small Caps Reset restore all settings to the default values Done Close Modal Dialog End of dialog window. Advertisement Next Stay Close ✕ Ad loading South African examples illustrate this alignment. Take African Bank: its board anchored the organisation's mission to 'advance lives through financial services,' ensuring strategic decisions, from capital allocation to product approval, reflected this intent. When launching Isiko, a financial product designed for culturally significant events like lobola or cultural ceremonies, management's proposal was evaluated against the board's governance lens: does this meaningfully advance lives? Does it align with our broader social relevance? By treating purpose as a strategic filter, not just a slogan, the board turned intent into accountability. This contrasts with organisations where purpose is rubber-stamped but absent from key decisions. Discovery, under Adrian Gore's leadership, provides another example. The Vitality-based business model, which incentivises healthier behaviour through financial rewards, has been underpinned by a clear purpose: making people healthier and enhancing lives. The board has integrated this purpose into international expansion strategies, risk frameworks, and partnerships, ensuring that the business logic aligns with its social intent. Discovery's directors understand that purpose, when governed actively, is not a constraint, but a multiplier of innovation and differentiation. Another glaring case is that of Unilever under the leadership of Paul Polman. He challenged the status quo by embedding sustainability into the core of business strategy, encouraging longer-term thinking even when quarterly earnings suffered. The board backed a shift away from short-termism, aligning its oversight functions with Unilever's Sustainable Living Plan. The board's resolve to support Polman's decisions amid investor resistance shows how purpose can be governed with conviction, not just communicated. Conversely, when purpose is absent or allowed to fracture, organisations risk governance drift, cultural malaise, and even catastrophic ethical failure. Intention is not enough. Purpose must be fully embedded in strategy, oversight, and reward, integrated into board processes and strategic decisions. Is purpose considered when approving strategy, setting KPIs, evaluating executive performance, or assessing risk appetite? Does the board measure the alignment between stated purpose and stakeholder perception? Or is purpose left behind once the mission statement is signed off? Purpose also acts as a powerful diagnostic tool. When governance failures emerge, whether through ethical lapses, reputational harm or cultural toxicity, they often reflect a disconnection between stated intent and actual behaviour. Purpose, when governed well, is a form of risk mitigation. But when left untethered, it can become a source of disillusionment. Stakeholders are increasingly attuned to authenticity, and they hold boards accountable not just for financial results, but for moral coherence. This is not to suggest that boards must become moral philosophers or abandon profit. Rather, it is to remind us that profit without purpose is extractive and unsustainable. A well-governed purpose does not undermine commercial viability; it enhances it by providing a consistent framework for decisions, a north star during uncertainty, and a narrative that binds employees, customers, and investors to a shared vision. Reclaiming purpose is not about rewriting taglines but about embedding intent into the DNA of governance. Boards serious about reclaiming purpose should ask: Are we governing purpose as a core board responsibility or outsourcing it to brand managers? Do our strategic decisions reflect our declared intent, especially when trade-offs are required? Have we built governance processes that test for purpose alignment across performance, risk, and remuneration? Are we willing to revisit our purpose when stakeholder needs, societal expectations or market realities shift? As boards prepare for increasingly complex futures shaped by technological disruption, climate imperatives, and shifting social expectations, purpose becomes more than a virtue. It becomes a necessity. It is the one thing that cannot be automated, outsourced or legislated. It must be owned. At the highest level. With clarity. And with courage. Nqobani Mzizi is a Professional Accountant (SA), (IoDSA) and an Academic. Image: Supplied * Nqobani Mzizi is a Professional Accountant (SA), (IoDSA) and an Academic. ** The views expressed do not necessarily reflect the views of IOL or Independent Media. BUSINESS REPORT
IOL News
15-07-2025
- Business
- IOL News
Ethics in the grey zone: governing conflicts of interest with courage
Though the award process to Sizekhaya Holdings may have complied with legal requirements, the absence of visible and transparent disclosures around these relationships undermined trust. In governance, perception matters. Poor or absent disclosure damages legitimacy, even without legal fault. Image: Cape Argus By Nqobani Mzizi In governance, few terms provoke as much unease as "conflict of interest". It conjures images of overt corruption, self-dealing and backroom deals. Yet in many boardrooms, the more dangerous form is covert and subtle. It emerges not through criminality but convenience, not through law-breaking but ethical lapses that thrive in silence and passivity. These are the conflicts that live in the grey zone. We often associate conflicts of interest with clear-cut wrongdoing: a director awarding a tender to their own company, a regulator sitting on a board they're meant to oversee. But many conflicts are more nuanced. They live in assumptions we don't question, relationships we don't declare, and benefits we don't probe. Often, they hide in plain sight: in annual declaration forms submitted as routine or meeting registers listing interests without discussion or follow-up. These processes, meant to enable transparency, become hollow rituals without meaningful engagement and ethical reflection. Grey-zone conflicts are not always compliance failures; they are ethical blind spots where governance falters under silence, ambiguity, or convenience. They are technically compliant but ethically compromised. They flourish where disclosure is absent, recusal is performative, and boards look the other way, not because they condone wrongdoing, but because they've normalised ambiguity. It is here, in the comfort of procedure without principle, that governance erodes. King IV recognises this risk. South African law requires declaration of personal financial interests and sets fiduciary duties, but King IV Principles 1 and 5 go further, calling for ethical and effective leadership beyond legal minimalism. A director may comply with the law but betray governance's spirit by failing to disclose a relationship or by participating in decisions blurred by personal gain. When Sizekhaya Holdings was awarded the fourth National Lottery licence in 2025, public concern quickly surfaced over the perceived political connections of its leadership, including ties to relatives of senior government officials. Though the award process may have complied with legal requirements, the absence of visible and transparent disclosures around these relationships undermined trust. In governance, perception matters. Poor or absent disclosure damages legitimacy, even without legal fault. At the Airports Company South Africa (Acsa), CEO Mpumi Mpofu came under fire for alleged misrepresentation of academic qualifications and awarding bonuses to executives during financial strain. With service providers unpaid and operational performance under scrutiny, the optics of bonuses raised ethical questions. Although no formal charges were brought, the board's failure to address these concerns reflected a worrying tolerance for ethical ambiguity: a grey zone where silence replaced scrutiny. The Steinhoff International scandal, known for accounting fraud, also revealed subtle but corrosive conflicts of interest. Executives linked to related-party transactions personally benefited from inflated financial results. Despite this, the board did not act urgently. It failed to question transactions, investigate relationships, or push for disclosure. The board's deference to executive authority, whether out of loyalty, deference, or inertia, allowed personal interest to override fiduciary duty, shifting oversight to complicity. These cases show governance failures need not involve overt misconduct. Sometimes, it is the cumulative effect of quiet compromises: undisclosed affiliations, soft recusal, where directors nominally step aside without meaningful disengagement, and silence under pressure that unravels institutional integrity. The Steinhoff scandal, like the cases of Sizekhaya and Acsa, reveals a pattern: grey-zone conflicts thrive where boards privilege process over principle. They are not isolated failures but systemic symptoms of a governance culture that rewards silence over scrutiny. To break this cycle, boards must reframe conflicts of interest as strategic governance moments, not bureaucratic disclosures to file away. They must take an uncompromising stance on ethical ambiguity, recognising that every potential conflict is an opportunity to demonstrate ethical clarity and transparent leadership. This mindset demands more than compliance; it requires courage. Disclosure practices must be strengthened. Too often, boards limit declarations to statutory interests or ownership stakes, ignoring broader context. Personal, familial, or political affiliations that may create perceived bias must be declared and discussed openly. Some argue excessive scrutiny risks paralysing decision-making. Yet the greater danger lies in inaction disguised as pragmatism. Boards that tolerate grey-zone conflicts to avoid 'overcomplication' ultimately erode the very currency of governance: trust. Boards must create environments where over-disclosure is encouraged, not penalised. Oversight mechanisms must be more robust and independent. Conflict reviews should not be managed by internal structures reporting to those under scrutiny. Independent ethics committees with external expertise can depoliticise assessments. But structures alone are insufficient without cultural change. Boards must adopt zero tolerance toward grey-zone conflicts, where even perceived compromised judgment triggers recusal, not just legal violations. Ethical behaviour must be incentivised, not incidental. Executive performance metrics often focus on profitability, growth, or shareholder value. But ethical governance should be tied to performance evaluations and bonus structures. Stakeholder trust, reputational stewardship and ethical conduct must carry weight in boardroom remuneration decisions. Finally, governance culture must prioritise values over vagueness. It is not enough to have conflict of interest policies on paper. Boards must actively pose ethical questions, encourage critical reflection and normalise discomfort. A culture that rewards candour, curiosity and dissent is one that builds long-term resilience and trust. Ethical governance lives in the gap between law and leadership. Conflict of interest is not merely a legal risk; it is a test of character. It demands more than checklists and compliance registers. It demands boards and executives who are willing to declare their interests fully, recuse themselves meaningfully and interrogate decisions with integrity. As directors, we must ask ourselves: Are we fostering a boardroom culture that prioritises disclosure over defensiveness? Are we willing to challenge colleagues when grey-zone decisions arise? Do we understand the reputational cost of passive complicity? Are we prepared to act with courage when conflict surfaces, or will we hide behind process? In an era of rising public scrutiny and stakeholder activism, governance legitimacy will not be earned by technical compliance. It will be earned by ethical clarity. And that clarity is forged in the grey zones, where the law is silent, but leadership must speak. Nqobani Mzizi is a Professional Accountant (SA), (IoDSA) and an Academic. Image: Supplied * Nqobani Mzizi is a Professional Accountant (SA), (IoDSA) and an Academic. ** The views expressed do not necessarily reflect the views of IOL or Independent Media. BUSINESS REPORT
IOL News
08-07-2025
- Business
- IOL News
From adoption to adaptation: Making governance frameworks work for Africa
Many governance environments, whether in State-Owned Enterprises, municipalities, non-profits or segments of the private sector, grapple with informal power dynamics, fragmented oversight and resource constraints, says the author. Image: Supplied By Nqobani Mzizi In a fast-evolving world where markets, mandates and morals are shifting, organisations are being called to govern differently. The traditional rule-bound model of governance is increasingly insufficient in the face of systemic risks, stakeholder activism and digital disruption. As governance thinking evolves, new frameworks continue to emerge, each responding to the demand for purpose-driven, context-sensitive leadership. This proliferation of frameworks reflects the increasing complexity and diversity of modern governance challenges. The Committee of Sponsoring Organizations (COSO) draft Corporate Governance Framework (CGF), released in May 2025, exemplifies this shift, but its relevance to Africa hinges on aligning its structural approach with local realities. Developed with U.S. public companies in mind and globally recognised for its work on internal controls, the framework nonetheless raises critical questions for governance communities worldwide. In contrast to compliance-heavy codes or board-centric charters, the CGF proposes that governance is not the board's responsibility alone. It is a system of oversight, culture and controls that must be embedded across leadership, strategy, operations and stakeholder engagement. This represents a conceptual shift, with some alignment to King IV's view of governance as the exercise of ethical and effective leadership to achieve sustainable outcomes. This global framework enters an already vibrant African governance landscape, where multiple homegrown initiatives address diverse contexts and needs. South Africa has completed public consultations on its King V draft. Botswana has already developed and implemented a national Corporate Governance Code, now embedded in stock exchange listing rules for Public Interest Entities. Meanwhile, Uganda's Institute of Corporate Governance is spearheading the development of its first national code, engaging stakeholders across sectors to craft a framework suited to local needs. Each of these efforts reflects a different point in the governance code lifecycle. Beyond the continent, the ISO 37000 global standard on governance of organisations offers another reference point, emphasising high-level principles of purpose, value generation and stewardship. COSO's CGF therefore enters a marketplace of ideas, offering structure without necessarily displacing existing guidance. At the centre of COSO's CGF is a model comprising six interrelated components, supported by 24 principles. These components are intended to function in concert rather than isolation, reflecting the layered nature of mature governance. Video Player is loading. Play Video Play Unmute Current Time 0:00 / Duration -:- Loaded : 0% Stream Type LIVE Seek to live, currently behind live LIVE Remaining Time - 0:00 This is a modal window. Beginning of dialog window. Escape will cancel and close the window. Text Color White Black Red Green Blue Yellow Magenta Cyan Transparency Opaque Semi-Transparent Background Color Black White Red Green Blue Yellow Magenta Cyan Transparency Opaque Semi-Transparent Transparent Window Color Black White Red Green Blue Yellow Magenta Cyan Transparency Transparent Semi-Transparent Opaque Font Size 50% 75% 100% 125% 150% 175% 200% 300% 400% Text Edge Style None Raised Depressed Uniform Dropshadow Font Family Proportional Sans-Serif Monospace Sans-Serif Proportional Serif Monospace Serif Casual Script Small Caps Reset restore all settings to the default values Done Close Modal Dialog End of dialog window. Advertisement Next Stay Close ✕ Ad Loading Oversight sets the tone at the top, clarifying how authority, accountability and direction flow throughout the organisation. It covers board structure, delegation to management and the safeguarding of stakeholder rights. Strategy anchors governance in long-term purpose, ensuring decision-making reflects organisational values and outcomes beyond short-term gains. Culture affirms that governance is in separable from behaviour, focusing on leadership tone, values and the lived reality of ethics across the organisation. People speaks to the role of human capital in governance, emphasising talent alignment, performance, incentives and succession planning that reinforce purpose and accountability. Communication ensures governance is informed and transparent through effective internal and external information flows, fostering trust and enabling oversight. Resilience, the final component, reflects the organisation's ability to adapt and respond to disruption by integrating governance with risk, internal controls and continuous learning. While the framework is structurally robust, its practical relevance depends on how it is interpreted and implemented across varying organisational realities and jurisdictions. The CGF builds on COSO's earlier work in risk and control frameworks, which may offer continuity for organisations already familiar with those approaches; the InternalControl–Integrated Framework and the Enterprise Risk Management Framework. Governance is framed not merely as an adjunct to control and risk, but as a central organising function influencing strategic coherence and performance. While King IV remains the primary governance code in South Africa, the COSO Governance Framework serves as a complementary model that reinforces its intent. King IV provides a values-based, principle-driven foundation rooted in ethical and effective leadership, supported by recommended practices. COSO, in turn, introduces a structural and systems-based lens that helps to operationalise these ideals within the organisation. Where King IV champions outcomes such as transparency, accountability, fairness and responsible leadership, COSO proposes a structural model that aims to embed these values through oversight, strategy, culture and integration into daily operations. Its emphasis on governance as a holistic capability echoes King IV's insistence that governance be applied in an integrated, outcomes-based manner. Viewed together, King IV and COSO reflect complementary approaches. King IV emphasises ethical direction, while COSO offers a systems-based structure for implementation. For African organisations, especially those operating in emerging or complex environments, the CGF's flexible, non-prescriptive approach may be useful in some contexts. Its principles resonate with key themes in King IV and ISO 37000: outcomes-based governance, stakeholder inclusivity and integrated thinking. However, COSO's U.S.-centric origins and its underlying assumption of mature governance infrastructure raise questions about its applicability across diverse African contexts. Many governance environments, whether in State-Owned Enterprises, municipalities, non-profits or segments of the private sector, grapple with informal power dynamics, fragmented oversight and resource constraints. Even well-intentioned reforms can falter where implementation capacity is limited or incentives misaligned. Without thoughtful adaptation, the CGF risks reinforcing form over substance or overlooking the contextual realities that shape governance on the ground. To gain meaningful traction in Africa, its principles must be interpreted through a local lens, one that accounts for regulatory unevenness, cultural nuance and developmental priorities across both public and private institutions. Governance breakdowns in Africa often stem from blurred lines between board and executive, among other factors. COSO's emphasis on role clarity and functional oversight is therefore timely and necessary. Yet African governance challenges are not only about the absence of skills, controls or enforcement. A deeper, less discussed gap may be the lack of a shared governance vocabulary; one that bridges purpose and performance, values and structure and enables accountability to be both principled and practical. No framework is a silver bullet. Each has a role to play in supporting governance, but their value lies in how thoughtfully they are applied. The success of COSO's CGF depends on boards tailoring it thoughtfully to local laws, resource constraints and cultural nuances. If adopted, it must coexist with established codes throughout the continent, national listing rules and industry-specific regulations. Ultimately, effective governance requires more than adopting frameworks. It calls for continuous evaluation, adaptation and a willingness to refine practices in response to evolving realities. As this governance conversation unfolds, I leave readers with four questions to stimulate reflection: 1. Does our framework align purpose with performance in locally relevant ways? 2. Are we investing in culture and values, not just in controls? 3. Do our mechanisms enable real accountability or merely tick boxes? 4. Does our governance vocabulary bridge global standards with local realities? The answers may well determine whether we are governing for compliance, or for continuity, complexity and change. Nqobani Mzizi is a Professional Accountant (SA), (IoDSA) and an Academic. Image: Supplied
IOL News
01-07-2025
- Business
- IOL News
Unsung power: the strategic role of the Company Secretary
Far from being a mere administrator, the CoSec is the custodian of governance, the interpreter of legislation, and the quiet force that holds the board together. Image: AI Lab By Nqobani Mzizi A board's effectiveness is often judged by the calibre of its directors, the quality of their decisions and the outcomes they deliver. Yet behind every well-functioning board is an unsung enabler: the Company Secretary (CoSec). Far from being a mere administrator, the CoSec is the custodian of governance, the interpreter of legislation, and the quiet force that holds the board together. Their influence shapes not only how the board operates but also how it aligns with its regulatory and ethical obligations. While the statutory duties of the CoSec may include minute-taking, maintaining records, and certifying compliance with rules and legislation, the role goes far beyond these functions. A proficient CoSec provides ongoing governance advisory to the board and its committees, facilitates director induction and training, and ensures that board performance evaluations are both credible and constructive. In South Africa, the Company Secretary's role is well entrenched in the Companies Act (No.71 of 2008), which provides a statutory foundation for their appointment, duties and liabilities. The Act mandates that every public company must appoint a Company Secretary who is suitably qualified and experienced, and who must remain accountable to the board as a whole. Further reinforcement comes from King IV, which elevates the CoSec's responsibilities beyond compliance, positioning them as an architect of ethical and effective governance practices. Principle 10 underscores their critical role in ensuring board efficiency, mandating that they serve as a central source of guidance on governance, legislation, and ethics. It also emphasises the importance of independence, calling for a direct reporting line to the Chairperson and the Board, affirming their role as an officer of governance rather than a tool of management. For listed companies, the JSE Listings Requirements add another layer of accountability. These require the board to consider and confirm annually that the CoSec has the competence, qualifications and independence to perform the duties effectively. This annual assessment underscores the strategic and technical nature of the role, while creating a measure of public accountability. Together, these frameworks have helped professionalise the role of the Company Secretary, placing it at the heart of corporate governance, supporting board effectiveness and ensuring compliance. They also create the necessary conditions for them to serve as a neutral yet influential advisor, capable of navigating the complex terrain between boardroom, regulators and shareholders. A modern CoSec must balance professional detachment with organisational immersion. While appointed by the board, they often operate within executive structures, making their independence, credibility and reporting lines critical. Far from being abstract, these frameworks empower CoSecs like Thabani Jali and Ann Fiona Maskell to redefine governance in practice. Thabani Jali, who served as Group Company Secretary at Nedbank before advancing to a senior governance leadership position of Chief Governance and Compliance Officer, exemplifies the evolving role of the CoSec in large, complex financial institutions subject to intense regulatory scrutiny. During his tenure, Jali embedded a culture of ethical leadership and robust compliance that resonated across the organisation. He was known for elevating the role of the CoSec from operational support to strategic influence, helping the board to integrate governance into its decision-making processes. His leadership demonstrated how a fully empowered and trusted Company Secretary can shift an organisation toward long-term sustainability. Jali also played a visible role in shaping Nedbank's stakeholder engagement and integrated reporting approach, both of which are now seen as benchmarks in the sector. If Jali illustrates the strategic reinvention of the CoSec in a large listed bank, Ann Fiona Maskell shows what sustained, quietly tenacious governance looks like inside a specialist insurer that answers both to South African regulators and a German-headquartered parent. Over almost two decades she has stewarded Munich Re Africa through Solvency II-style capital regimes, multiple IFRS updates and the transition to the Insurance Act, all while keeping the board focused on risk culture. Her hallmark contribution has been an integrated solvency-and-risk dashboard that lets directors see capital adequacy, conduct findings and emerging climate-related exposures on a single page, now used as a template across the group's African subsidiaries, as cited in Munich Re's 2022 Integrated Report. These examples highlight not only the versatility of the CoSec role but also the fortitude, adaptability and credibility required to execute it effectively. The challenges are significant: unclear reporting lines, inadequate independence, the complexity of ever-evolving regulatory demands and sometimes a lack of board appreciation for the CoSec's strategic value. Yet when the role is respected and well-resourced, the benefits for governance and board performance are immense. The strategic importance of the CoSec role cannot be overstated. It helps to align the board's work with best practice governance and is often the last line of defence against procedural missteps. A well-supported and independent CoSec can raise red flags, ensure that proper processes are followed, and uphold ethical standards even in the face of resistance. Conversely, a marginalised or underqualified CoSec can render the entire governance system vulnerable. Ultimately, the Company Secretary is not just an administrator of meetings or a keeper of registers. They are a guardian of governance integrity, a strategic partner to the Chairperson and a resource for directors. Boards that invest in the capabilities and independence of their CoSec are better positioned to steer organisations through complexity and uncertainty. To stimulate reflection and discussion in boardrooms across sectors, I leave readers with four questions: 1. Does our Board fully understand and support the strategic value of the Company Secretary? 2. Are we providing the CoSec the independence and access they require to discharge their duties? 3. How does our CoSec facilitate continuous director development and governance maturity? 4. In what ways does the Company Secretary protect the integrity of board processes? The answers to these questions could determine whether the board is merely functional or truly effective. Boards that dismiss these questions risk governance performativity oversubstance. Nqobani Mzizi is a Professional Accountant (SA), (IoDSA) and an Academic. Image: Supplied * Nqobani Mzizi is a Professional Accountant (SA), (IoDSA) and an Academic. ** The views expressed do not necessarily reflect the views of IOL or Independent Media. BUSINESS REPORT
IOL News
25-06-2025
- Business
- IOL News
Governing strategy and risk: How boards can steer the future
A board that is too polite, too deferent, or too focused on oversight rather than direction risks becoming irrelevant. The future of governance belongs to boards that are intellectually engaged, emotionally resilient and strategically aware. Image: AI Lab By Nqobani Mzizi In the theatre of corporate leadership, strategy is often presented as a management exercise, being something crafted by executives, presented in compelling slides, and approved by the board before being shelved until the next annual review. But governance theory, particularly King IV, challenges this view. Principle 11 is unambiguous: the governing body should govern risk in a way that supports the organisation in setting and achieving its strategic objectives. That is, strategy cannot be separated from risk, and boards cannot be passive participants in either. From observations of governance practice, it appears that the board's involvement in strategy tends to be more reactive than generative. Strategic plans are often presented for endorsement rather than developed in close partnership with the board. Even multi-day strategic planning workshops, intended to promote alignment and long-term vision, can end up validating management's predetermined direction, rather than enabling critical reflection or true co-creation. Yet, the board's role in strategy is not merely to approve, it is to shape. It is to interrogate, anticipate and guide the organisation's navigation through complexity. The MTN Group offers a compelling case of the dynamic interplay between strategy and risk. Operating in more than 18 countries, many of which present volatile political and regulatory conditions, MTN has had to continuously recalibrate its strategic posture. Its challenges have ranged from a record-setting regulatory fine in Nigeria to managing sanctions exposure in Iran and dealing with compliance scrutiny in multiple jurisdictions. Each of these moments has tested the resilience of MTN's governance structures and demanded strategic agility from its leadership. Yet, despite these headwinds, MTN has continued to evolve, shifting from being a traditional telecoms provider to a broader digital operator, with fintech and mobile banking now central to its growth strategy. This expansion has introduced new layers of risk, including cybersecurity, financial regulation and data privacy. Through it all, MTN's board has had to play a critical role in balancing opportunity with caution, growth with governance. Video Player is loading. Play Video Play Unmute Current Time 0:00 / Duration -:- Loaded : 0% Stream Type LIVE Seek to live, currently behind live LIVE Remaining Time - 0:00 This is a modal window. Beginning of dialog window. Escape will cancel and close the window. Text Color White Black Red Green Blue Yellow Magenta Cyan Transparency Opaque Semi-Transparent Background Color Black White Red Green Blue Yellow Magenta Cyan Transparency Opaque Semi-Transparent Transparent Window Color Black White Red Green Blue Yellow Magenta Cyan Transparency Transparent Semi-Transparent Opaque Font Size 50% 75% 100% 125% 150% 175% 200% 300% 400% Text Edge Style None Raised Depressed Uniform Dropshadow Font Family Proportional Sans-Serif Monospace Sans-Serif Proportional Serif Monospace Serif Casual Script Small Caps Reset restore all settings to the default values Done Close Modal Dialog End of dialog window. Advertisement Next Stay Close ✕ Ad Loading In this context, a board cannot simply react. It must be deeply embedded in understanding the environments the business operates in, the stakeholder pressures it faces and the direction the company is moving toward. The strategic pivot toward becoming a digital services provider across Africa, rather than remaining only a telecoms operator, is a massive shift. It alters the risk landscape, invites new competitors, and demands new strategic capabilities. For a board, this goes beyond being an issue of oversight. It is one of direction-setting. King IV encourages boards to ensure that strategy is not developed in isolation from the organisation's risk appetite and its long-term value creation goals. Principle 4 reinforces this by asserting that purpose, risk, opportunity, strategy, performance and sustainability are inseparable elements of the value creation process. This means governing risk is not a brake, it is a compass. Risk should inform, not inhibit, strategic thinking. Yet, too many boards only engage with risk through the audit and risk committee's heatmaps and registers rather than seeing risk as central to framing opportunity. Where MTN's board demonstrated resilience in the face of adversity, Tongaat Hulett's governance unravelled under intense financial and ethical pressures. While the company's strategy, centred on agricultural production and property development appeared sound, it was later revealed that management had deliberately misrepresented financial results, overstating assets and revenue over several years. Although the board may have been misled by executives' intent on concealing the truth, this does not negate the importance of robust, independent scrutiny. Even well-constructed strategies require validation against internal controls and financial integrity. In hindsight, stronger challenge and more probing oversight might have helped surface concerns earlier. The strategy, though seemingly coherent, was built on flawed assumptions and insufficient transparency, revealing how strategic governance can falter not only through negligence but also through misplaced trust. To govern strategy effectively, boards must go beyond surface-level presentations and engage meaningfully with the assumptions, risks and long-term objectives that underpin the organisation's direction. This requires both critical inquiry and contextual awareness. Too often, strategies are based on outdated data or overly optimistic forecasts, with boards accepting projections without testing their realism against emerging economic, political and technological realities. A risk-based strategy, as envisaged in King IV, calls for continuous interrogation, not only of external threats, but also of internal blind spots, capabilities and culture. Governance that merely rubber-stamps strategy, without challenging its basis, exposes the organisation to material risk. Boards must therefore play an active role in shaping, refining and stress-testing strategy throughout its formulation and execution. An effective board engages not only with the content of strategy but with the process through which it is formed. It ensures that multiple voices are heard, particularly those of risk, sustainability and technology leaders. It understands that strategy is not just a forecast. It is a set of choices about where to play and how to win, made in a context that is always shifting. Moreover, boards must remain agile. The strategy set in January may need adjustment by July. This is especially true in a post-pandemic world disrupted by AI, climate shocks, and geopolitical volatility, among other factors. Boards that fail to revisit strategy in the face of change risk undermining organisational resilience. This demands courageous governance, the kind that trades politeness for probing questions, and oversight for ownership. It means being willing to challenge the executive team's narratives, to voice dissent, to ask uncomfortable questions about ambition versus capacity. A board that is too polite, too deferent, or too focused on oversight rather than direction risks becoming irrelevant. The future of governance belongs to boards that are intellectually engaged, emotionally resilient and strategically aware. The board's role in strategy is not to rewrite the business plan but to ensure that the strategy is rooted in reality, aligned to purpose, responsive to risk, and capable of creating long-term value. And so, to board members everywhere, four questions remain: Is your strategy a living framework or a static document? Can your board connect the dots between risk and value creation in every major decision? Do you truly understand the external forces reshaping your industry, and are you adjusting accordingly? And most importantly, are you governing strategy, or just approving it? If strategy shapes destiny, then the board must be more than a steward. It must be its architect. Nqobani Mzizi is a Professional Accountant (SA), (IoDSA) and an Academic. Image: Supplied * Nqobani Mzizi is a Professional Accountant (SA), (IoDSA) and an Academic. ** The views expressed do not necessarily reflect the views of IOL or Independent Media. BUSINESS REPORT
