A respectful reflection on where true governance authority in your boardroom actually resides.
The Open Letter Chronicles is a monthly, thought-provoking letter addressed to societal and organisational leaders, examining the quiet choices that shape governance, institutions and public trust.
By Ing. Professor Douglas K. Boateng, Governance, Industrialisation and Supply Chain Strategist, Chartered Director, Chartered Engineer, Generationalist, Pan-Africanist and Social Entrepreneur
Dear Chairperson,
I write to you not as a chairperson of any single country’s boards, but as one of the many custodians of governance across our continent, wherever your boardroom happens to sit, whether in Accra, Lagos, Nairobi, Johannesburg, Gaborone or beyond. The problem I want to raise with you today does not respect borders, and neither, I have found, does its solution.
I hope this letter finds you well, and that your board meeting is proceeding smoothly. I write to you about a sentence so ordinary that most boards never think to question it: “the Board Secretary reports to the CEO.” It sounds harmless. Administratively, it may even be true; payroll, office facilities and daily coordination often run through management. But in matters concerning your board, that sentence is dangerously incomplete, and I suspect you already sense why, or you would not still be reading.
I do not raise this as an abstract theory borrowed from a textbook. I have served for several decades as an International Chartered Director and professional Chairperson across a range of boardrooms, and if I have survived the increasingly harsh realities of that role, it is due in no small part to the calibre, independence and respect I have consistently accorded my Board Secretaries. I never treated them as clerks, and they never behaved as if they were management’s envoys to the boardroom. They were, and remain, the guardians of process without whom no Chair can genuinely claim to lead.
The more accurate principle is this: in board matters, your Board Secretary serves the board and works principally through you, the Chair, not through the CEO whose performance your board exists to oversee. That distinction is not cosmetic. It concerns independence, information, power and accountability, and ultimately whether your boardroom governs management or is quietly governed by it.
Ghana’s Companies Act, 2019 (Act 992) makes this unmistakable. Section 211 requires a qualified Company Secretary, and Section 212 lists duties that repeatedly say “Board”: assisting the board to comply with the constitution and relevant enactments, ensuring board and shareholder minutes are properly recorded, and advising directors on their responsibilities. At no point does the law say CEO. Ghana’s SEC Corporate Governance Code 2020 goes further still, stating explicitly that the Secretary’s duties are specified by the board and that meetings and papers are handled as directed by the Chair.
Chairperson, I raise Ghana first only because I know its statute best, not because the principle stops at any border. Nigeria’s Companies and Allied Matters Act 2020 requires every public company to appoint a qualified secretary under Section 330, and vests the power to appoint and remove that secretary in the directors under Section 333. South Africa’s Companies Act 71 of 2008, in Section 88, requires the secretary to guide directors on their duties, to inform the board of relevant law, and, tellingly, to report to the board any failure by the company or a director to comply with its constitution, a reporting line that runs unmistakably to the board, not around it. Kenya’s Companies Act 2015 places the appointment, qualification and minute-keeping responsibilities of the secretary squarely within the board’s own obligations to shareholders and regulators. The UK’s Financial Reporting Council Code and South Africa’s King governance tradition say much the same. Four jurisdictions, one continuous principle: the Secretary belongs to the architecture of governance, not to the administrative chain of the Chief Executive.
As NyansaKasa (Words of Wisdom) puts it, the Board Secretary does not merely record what happened in the room; the office helps protect how the room is governed. That is why reducing the position to an executive administrative role misunderstands its purpose entirely.
Chairperson, consider who typically coordinates your agenda, circulates your board packs, drafts your minutes, and reminds directors of their obligations. Now imagine that person feels professionally dependent on the CEO for appraisal, promotion or continued employment. Suppose management prefers that an uncomfortable item stay off the agenda. Can your Secretary safely alert you? Suppose a director’s dissent deserves to appear in the minutes. Will it? Structural independence matters even when every individual involved is honourable. Good governance does not rely on good personalities; it builds systems that remain sound when personalities change.
I do not say this to alarm you unnecessarily, though a measure of vigilance serves a valuable purpose. Good governance is about recognising vulnerabilities before they become scandals. A roof should be repaired before the rainy season, yet boardrooms occasionally wait until the living room has become an indoor swimming pool before appointing a committee to investigate the rainfall. The image invites a wry smile, but the underlying lesson is entirely serious.
The world has already learned this lesson, often at considerable cost. Enron’s 2001 collapse in the United States wiped out an estimated $74 billion in value, built partly on information asymmetry. Germany’s Wirecard admitted in 2020 that €1.9 billion supposedly on its balance sheet simply did not exist. South Africa’s own Steinhoff lost more than $13 billion in market value within days in December 2017. No single officer could have prevented any of these alone, but each illustrates the same principle: boards require independent information channels and the genuine ability to challenge management, or governance becomes ceremonial while catastrophe assembles quietly in the background.
As NyansaKasa (Words of Wisdom) puts it, a board meeting is not proof of board governance, just as sitting in a kitchen does not prove that dinner is being cooked.
Now, Chairperson, let me be equally direct about the opposite danger, because governance failures rarely announce themselves as one-sided. Your Board Secretary must not become your personal secretary either. That would simply relocate the same problem rather than solve it. You lead the board; you do not own it. The Secretary ultimately serves the board collectively, and you are its principal functional interface because you direct its work, not because the office belongs to you personally. Minutes must not be softened to flatter you any more than they should be shaped to please the CEO. As NyansaKasa (Words of Wisdom) puts it, moving the key from one private pocket to another does not make the door institutional.
Nor is this an invitation to treat your Secretary and CEO as rivals. Good governance is not produced by arranging senior officers into opposing camps. The CEO needs an effective board. You need effective management. Your Secretary needs both sides to respect the boundary between them. An exceptional Board Secretary often becomes the bridge connecting the two, and as NyansaKasa (Words of Wisdom) reminds us, a bridge serves both banks of the river, but wisdom does not describe it as belonging to whichever traveller shouts loudest.
Here, then, is the warning worth remembering. When the person who controls your agenda, your papers and your minutes becomes quietly beholden to the executive your board is meant to oversee, your board can lose its independence without a single resolution ever being passed to abolish it. Nobody votes to weaken governance. It simply erodes, one convenient scheduling decision at a time, until the boardroom is technically intact and functionally hollow.
And here is the reminder worth keeping. The seat at the head of the table does not, by itself, tell you who controls the room. Information does. The person who decides what enters your board pack, what gets summarised into silence, and what quietly disappears from the agenda before 5:47 in the evening after four hours of presentations shapes what your board is even capable of deciding. As NyansaKasa (Words of Wisdom) observes, the person who controls what enters the room may quietly influence what the room is able to decide.
So, Chairperson, here is what I would ask of you directly, wherever your board sits on this continent. Document your Board Secretary’s reporting relationship explicitly in your Board Charter. Ensure the Secretary has unrestricted access to you and to committee chairs on board-related matters, without management as an intermediary. Participate meaningfully in how the Secretary is appointed, evaluated and, where necessary, protected, consistent with your own governing statute, whether Ghana’s Act 992 and SEC Code, Nigeria’s CAMA 2020, South Africa’s Companies Act 71 of 2008, Kenya’s Companies Act 2015, or the equivalent legislation of your own jurisdiction.
Where the Secretary also carries executive or administrative responsibilities, separate the two reporting lines clearly. And periodically ask your board a deceptively simple question: can our Secretary discharge governance responsibilities without fear, favour or improper executive interference? If you are not certain of the answer, your governance architecture deserves attention before, not after, the next Enron, Wirecard or Steinhoff writes itself into the case studies.
This is not an anti-CEO argument, and I would ask you to make that clear to your management team. A confident CEO should welcome a genuinely independent Secretary, because an effective board protects good management too. It challenges poor decisions before the regulator, the auditor or the newspaper does it for you, publicly and at far greater cost.
I remain hopeful, Chairperson, because this problem is entirely solvable, and solvable without institutional upheaval. It requires no new legislation beyond what your own governing statute already provides. It requires only that you, in your chair, decide that the room you preside over will not quietly change hands while the seating plan stays exactly the same.
As NyansaKasa (Words of Wisdom) puts it, the CEO manages the institution, the Chair leads the board, and the Secretary protects the governance pathway between them; confuse the three, and accountability may eventually lose its address. The essential truth is simply this: when the CEO controls the person who controls your board’s governance machinery, your board may still sit at the top of the organisational chart while quietly losing control of the room. I trust you will not let that happen on your watch.
Before I close, Chairperson, I want to extend a personal invitation. This exact question, how committees, secretariats and governance machinery either strengthen or quietly weaken a board, is precisely what we will be examining at the forthcoming Boardroom Governance Summit on Board Committees, taking place at the Labadi Beach Hotel in Accra on 7 October 2026, beginning at 8.30 a.m. I would be genuinely glad to see you there, and I would encourage you to bring your board members along with you. Few governance conversations reward a full boardroom’s attendance quite like this one, since the questions I have raised in this letter are rarely resolved by a Chairperson alone.
With respect, and in the shared interest of stronger African institutions.
