In Uganda, there’s a saying “the cow that only follows the herd will never discover the best pasture”. Yet, many boards behave like that cow, blindly following management’s lead, nodding in agreement, and rubber-stamping decisions without question.
I once sat in a board meeting where members discussed lunch allowances more than long-term strategy. Meanwhile, the company was losing market share, its technology was outdated, and its competitors were quietly eating its lunch.
When I asked, “What is the board’s strategic direction for the next five years?” one director confidently said, “that is management’s job, we just approve.”
There lies the problem. Many Ugandan boards mistake their role for that of a spectator instead of a navigator.
The rubber-stamp syndrome
Most boards I have encountered fall into three categories:
a) The ceremonial board: Shows up for meetings, enjoys a well-catered lunch, listens to polished presentations, and leaves without challenging anything. Their oversight is purely symbolic.
b) The approval board: Reviews documents, signs off on budgets, but never questions the fundamentals. “If management says it’s okay, it must be okay.” The company can be heading off a cliff, but they will still approve the next step.
c) The power-broker board: Packed with politically connected members more interested in personal influence than company growth. Their main agenda is to secure contracts for their networks.
In all these cases, strategy is an afterthought, if boards aren’t setting direction, questioning assumptions, and ensuring long-term sustainability, then what exactly are they doing?
The role boards should play
- Strategy before operations: Boards are not there to discuss minor operational details, their job is to define the destination, challenge the roadmap, and ensure the company adapts to change.
- Challenging management is a duty, not a favor: CEOs who fear board scrutiny are either incompetent or hiding something. The best boards ask tough questions: What are the risks no one is talking about? What’s our competitive edge five years from now? How do we measure success beyond profits?
- Independent thinking is not insubordination: In Uganda, many board members feel loyalty means silence, they fear being seen as “difficult.”
But a silent board is a useless board, companies thrive when directors engage, debate, and hold management accountable.
A lesson from the boda boda industry
If you have ever been to downtown Kampala, you have seen the chaos of the boda boda business. There is no structured governance, no long-term planning, just short-term hustling. Riders make money daily but rarely reinvest for sustainability.
Many Ugandan companies operate the same way. No long-term strategy, just survival from one financial year to the next. Boards that rubber-stamp decisions without thinking critically are no different from boda riders speeding through traffic without a plan. Eventually, a crash is inevitable.
The choice: Navigators or passengers?
A board that doesn’t lead strategically is just a passenger in the company’s journey. The best boards do not just approve, they challenge, guide, and anticipate the future.
So, the next time you sit in a board meeting, ask yourself: Are we steering the company, or just stamping papers? Because a board that blindly follows management will never discover the best pasture.
Mr. Strategy
