How do you hold your CEO accountable when everyone on the board is busy applauding their PowerPoint slides?
While working as Secretary to the Council of the Institute of Corporate Governance of Uganda, I was once invited to observe a board meeting as part of a governance review. The CEO walked in like a rockstar, polished, sharp, charismatic. Every director smiled. One leaned over to whisper, “He’s the best thing that ever happened to this institution.” I smiled politely. But by the end of the session, I was alarmed.
The CEO presented a glowing report with impressive graphs, a few jokes, and a grand digital transformation story. No one asked a hard question. Not about the escalating staff turnover. Not about the stalled product rollout. Not even about the fraud incident that made it into the press. Instead, board members commended his “vision” and “leadership.” I scribbled in my notebook: This is not a board. This is a fan club.
Later, during one-on-one interviews, the truth spilled out. A few directors admitted they had concerns but feared “disrupting the team spirit.” One even said, “He brought me onto the board, so I owe him.” That was the real problem: the CEO had stacked the board with allies from his network, retired friends, old business partners, and people dazzled by his charm. Independence? Gone. Oversight? Compromised.
We recommended two immediate fixes. First, a fit-for-purpose skills matrix mapped against strategic risks, not friendships. Second, an independent directors-only session before every board meeting, to surface uncomfortable issues without fear of performance. Within six months, they started asking better questions. The CEO noticed. And the institution got back on track.
Boards are not cheerleaders. They’re coaches, referees, and when needed, critics. If your CEO always gets a standing ovation, ask yourself: What are we afraid to question? And most importantly, why are we afraid to question?
