Corporate governance rests on the pillars of ethics, independence and commitment. These are spoken of in annual reports with the same reverence usually reserved for ancient philosophy. And yet, like most noble ideals, they tend to dissolve the moment someone has to actually run a board meeting.
Over the years, companies have become quite good at the visible mechanics of governance. There are committees for everything – audit, risk, nomination, remuneration, etc. Agendas are circulated with military precision. Papers arrive in PDFs. There are charters, evaluations and even the attempt at using technology that does not involve forwarding e-mails with ‘Please see attached’ in the subject line.
The problem lies in that awkward, under-discussed middle ground between governance as it is imagined and governance as it is practised. It is a zone where talent shapes outcomes. While companies plan meticulously for CEO succession and even the deputy vice president of something vaguely strategic, they treat board leadership as a spontaneous act of divine inspiration.
Take the board chair. In theory, this is a role of immense importance: guiding discussions, balancing power, ensuring accountability, and preventing open warfare over quarterly results. In practice, the role is often self-invented. Each new chair arrives like a start-up founder with a fresh vision, a personal style and absolutely no onboarding.
Some chairs run tight ships. Others run philosophical salons. A few run what we term as mildly supervised chaos. There is no formal training for this position. One might assume that leading the apex decision-making body of a company would require some preparation beyond having a distinguished career and a reassuring baritone. The prevailing wisdom seems to be that if you have made it to the boardroom, you will somehow figure it out. Governance is apparently like riding a bicycle. Except the bicycle is on fire. And so is the road.
The situation is no better for committee chairs, who do most of the actual heavy lifting. Audit committees deal with complex financial judgements, regulatory scrutiny, and the unpleasant surprise buried deep in the accounts. Yet, a new committee chair may step into the role with little more than a polite nod and a stack of unread documents.
If they are experienced, they muddle through. If they are new, the gaps can be… educational. Not always in a good way. And then there is the corporate secretary, who ensures that the machinery of the board actually functions: compliance is maintained, minutes are recorded, processes are followed, and chaos is kept within legal limits. They are part lawyer, part diplomat, part event manager.
Naturally, they too receive very little structured training for this specific role. It is an odd oversight. Companies invest heavily in leadership development, executive coaching, and talent pipelines. There are workshops for everything from emotional intelligence to quality circles. But not for the people who enable governance.
Succession planning is similarly neglected. When a board chair steps down, the transition resembles a relay race where the baton is gently placed on the ground, and the next runner is expected to notice it. Continuity is treated as a nice-to-have, rather than a necessity.
The result is a peculiar cycle of reinvention. Each new leader reshapes the role according to personal instincts, preferences and whims. Institutional memory fades. Best practices, if they ever existed, are rediscovered like lost civilisations. Governance continues heroically, unevenly, and by accident.
All of this would be amusing if the stakes were not so high. Boards are not decorative entities. They are responsible for oversight, strategy and, in moments of crisis, survival. The idea that their effectiveness depends so heavily on untrained, underprepared leadership would be alarming – if it were not so widely accepted.
The solution involves treating board leadership and support roles as actual professions that require training, development and thoughtful succession. It means creating structured pathways for chairs and committee leaders, investing in the capabilities of corporate secretaries and acknowledging that good governance does not emerge spontaneously from good intentions. In other words, it requires planning.
Which, in the tradition of corporate governance, is something everyone agrees is important – just not immediately necessary. Perhaps, this is the year that changes. Or, more likely, it will be discussed at length in the next board meeting, noted in the minutes, and gently deferred to a more convenient future. There is always another quarter to review.