Nqobani Mzizi
As the year turned and the country slowed into its annual festive pause, I found myself reflecting on the journey of 2025. Thirty-three governance columns later, the themes that emerged were not accidental. They were responses to pressure. Pressure on boards. Pressure on leaders. Regulatory scrutiny. And the relentless pace of digital change on established controls.
We wrote about whistleblowers and the cost of courage. About silence in boardrooms and its governance consequences. About ethical neutrality and why it became indefensible. About succession, stewardship, accountability, digital governance and the moral centre of leadership. In different ways, each article asked the same underlying question: who really governs, and how much control do they truly have?
That question followed me into the festive season in an unexpected way.
Like many organisations, corporate South Africa operates on skeletal staff during December. Offices empty. Committees pause. Executives rotate leave. Yet the organisation continues to function. Payments are processed. Systems run. Decisions are executed. Risk is managed, or at least contained.
This raises an uncomfortable but necessary governance question.
If organisations can continue to operate with minimal human presence, what is actually holding them together?
The answer is not people. It is systems, controls, policies, delegations, embedded processes and institutional memory. These sit firmly within management’s domain to design and operate. Yet accountability for their adequacy, integrity and resilience ultimately rests with the board.
These questions are not new, nor are they uncontested. There is an active debate about whether boards can meaningfully govern organisations at all, given their distance from operations and reliance on management information. This reflection does not seek to settle that debate, but to engage honestly with its implications.
That realisation sharpened a question I have wrestled with for years: how much control do boards actually have?
We often describe corporate failures as failures of board governance. The assumption is that directors saw, knew, approved or ignored what unfolded. But this framing is increasingly inadequate. Boards do not govern organisations in the way the word “govern” suggests. They do not run operations. They do not sit inside systems. They do not experience culture the way employees do.
Boards are, by design, dependent on management for information. What they see is curated. What they receive is structured. What they interrogate is what is placed before them. Even the most diligent director operates within boundaries defined by management’s disclosures, framing and timing. This is not a flaw of individual boards. It is a structural reality that the law, crucially, does not account for.
Fiduciary duties, duties of care, skill and diligence, and statutory obligations attach to the office, not to the information asymmetry that comes with it. Risk therefore sits at the centre of modern board governance.
The danger emerges when boards confuse oversight with control, or mistake confidence for visibility. A well-presented board pack can create the illusion of command. A strong dashboard can suggest mastery. A clean audit opinion can reinforce comfort. Yet beneath these artefacts, complexity can be concealed, risk normalised and early warning signals softened.
Boards are expected to oversee risk while remaining removed from the systems that generate it. They carry responsibility for financial sustainability, compliance, ethics, culture, safety, technology and increasingly cyber and data risk, all while relying on management representations to discharge those duties. When failures occur, the distinction between oversight and execution collapses quickly. Regulators, inquiries and courts do not ask whether directors intended to govern. They ask whether they ought reasonably to have known.
Asking the right questions helps, but it does not eliminate the asymmetry. Push too far and the board is accused of drifting into operations. Pull back and it risks being labelled passive. Independence, the very principle designed to protect governance integrity, becomes a double-edged sword.
This is why alignment matters more than authority.
In 2025, I wrote about the governance triad: the board, the chair and the CEO. That alignment is not about consensus or compliance. It is about a shared commitment to truth, transparency and consequence. Without it, even the most well-structured board becomes performative. With it, governance becomes anticipatory rather than reactive.
This is where many governance failures truly originate: in the breakdown of trust, candour and courage between those who lead and those who oversee, rather than in the absence of frameworks.
As we enter 2026, this question becomes more pressing as King V comes fully into effect.
Much has been said about what King V will fix. It will not fix leadership deficits, ethical compromise or institutional fear. No code can. King V is not a panacea. It is an instrument.
Its value will lie in the honesty with which boards engage its spirit, especially its emphasis on ethical leadership, culture, performance and legitimacy. King V calls on boards to confront reality instead of managing appearances.
The uncomfortable truth is that governance will never be stronger than directors’ willingness to sit with uncertainty, ask inconvenient questions and act before failure becomes public.
So what should boards be alert to in 2026?
First, the limits of visibility. Directors must become more intentional in how they triangulate information, relying less on polished summaries and more on independent assurance, culture indicators and system integrity.
Second, the resilience of governance systems. The festive season reminded us that people rotate, but systems remain. Boards must interrogate whether those systems are designed for continuity or merely for compliance.
Third, the courage to intervene early. Ethical leadership is not demonstrated after investigations conclude. It is demonstrated when risk is still deniable and action remains uncomfortable.
Fourth, the quality of board-management relationships. What matters here is candour and trust, not familiarity or deference. Without these, governance quickly becomes ceremonial.
Finally, the maturity to accept governance humility. Boards are not omniscient. Pretending otherwise is dangerous. Effective governance is about creating conditions where truth surfaces early, not about asserting control after damage is done.
If 2025 was the year we named the cost of silence, then 2026 must be the year we confront the limits of illusion. The work ahead calls for truer governance rather than louder governance. It requires disciplined doubt in place of performative certainty, and a stronger insistence on substance over structure.
We begin the year with better questions rather than ready-made answers. And that may be the most responsible place governance can start.
* Nqobani Mzizi is a Professional Accountant (SA), Cert.Dir (IoDSA) and an Academic.
** The views expressed do not necessarily reflect the views of or Independent Media.
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