Governance beyond compliance: The leadership test Africa’s boardrooms cannot afford to fail

RUMBIDZAI MASHAYAHANYA

 

Ask any board in Harare, Johannesburg, Lagos or London what corporate governance means and the answer is likely to sound familiar: charters, committees, independent directors and annual reports thick enough to stop a door.

 

Governance, in the popular imagination, has become paperwork wearing a suit. That is precisely the problem.

 

It explains why so many boards that satisfy every compliance requirement still fail the one test that ultimately determines whether an organisation survives its next crisis: whether it has the leadership capacity to respond when it matters most.

 

On July 17, governance practitioners, regulators, public entities and private-sector representatives gathered in Masvingo to validate the findings underpinning ZimCode II, the second edition of the National Code on Corporate Governance. Eight thematic committees spent months examining issues the original 2015 code could never have anticipated, including digital governance, cybersecurity, environmental and social standards, diversity and inclusion, and modern risk management.

 

The revised code is expected to undergo final consultations before its official launch in October, aligning with Vision 2030 and the National Development Strategy II.

 

On paper, it is exactly the kind of governance overhaul a maturing economy requires.

 

The timing is significant. Global capital has become increasingly selective, and governance quality remains one of the clearest indicators investors use to determine whether a market deserves their confidence.

 

A modern code that addresses cybersecurity, digital governance and environmental and social standards signals that Zimbabwean companies are expected to meet the same benchmarks as their peers in Johannesburg, London or Singapore.

 

That matters. But it is not enough.

 

Governance codes do not govern companies. People do.

 

The uncomfortable truth, evident from Harare to New York, is that many organisations have become highly proficient at building the architecture of governance while quietly neglecting its substance.

 

They have the required number of independent directors. They have audit committees, risk registers and annual general meetings conducted with meticulous precision.

 

Then the chief executive resigns unexpectedly, and the same board that excelled in every governance assessment discovers it has no credible successor ready to assume leadership.

 

The 2026 CEO and Board Confidence Monitor by Heidrick & Struggles found that only four in ten African board members are confident their succession planning genuinely prepares their organisations for future leadership transitions.

 

Every director on the continent should find that statistic deeply unsettling.

 

It suggests that while most boards can readily produce governance codes, committee charters and succession policies, far fewer can identify a leader they would confidently appoint tomorrow morning.

 

The research points to a deeper flaw. Boards often assess potential successors through polished strategy presentations and formal performance reviews—environments that reveal composure but rarely expose judgement, resilience or character. As a result, organisations tend to prepare executives for the role that exists today rather than the one they will need five years from now.

 

This is where governance and leadership cease to be separate conversations.

 

South Africa’s King IV Code recognised this shift by moving corporate governance beyond a rules-based, box-ticking framework towards an outcomes-based approach. Instead of merely asking whether governance structures exist, King IV asks whether they deliver ethical and effective leadership.

 

ZimCode II has the opportunity to achieve the same transformation.

 

Rather than treating governance as a compliance exercise, it can establish the code as the foundation of leadership culture. Boards that embrace this philosophy stop asking whether they have a succession policy and start asking whether future leaders are being tested, challenged and developed long before a crisis forces the issue.

 

Three shifts would help African boardrooms move beyond compliance theatre to genuine governance.

 

First, succession planning should become a continuous leadership-development discipline rather than an annual agenda item.

 

Some leading global boards now hold informal talent sessions, often referred to as “board people days” where directors engage with emerging executives outside the formal structure of quarterly presentations.

 

These interactions reveal judgement, curiosity and resilience in ways that PowerPoint presentations never can.

 

Second, governance codes should be interpreted according to the outcomes they seek to achieve rather than the compliance requirements they prescribe. A board can establish every mandatory committee and still fail shareholders if none of those committees is asking the most fundamental question: is this organisation being led effectively?

 

Third, accountability must flow both ways. Executives are rightly scrutinised by boards, but boards themselves require rigorous, independently facilitated evaluations that go well beyond the polite formalities that still characterise governance reviews in too many organisations across the continent.

 

None of these challenges is uniquely African.

 

Boardrooms in mature markets are wrestling with the same tensions as they respond to activist investors, artificial intelligence governance, cybersecurity threats and rising expectations around environmental and social performance.

 

The difference is that Zimbabwe—and Africa more broadly—still has the opportunity to build governance systems with leadership at their core rather than attempting to retrofit leadership into compliance frameworks that have become overly bureaucratic.

 

If implemented well, ZimCode II could become more than Zimbabwe’s corporate governance code. It could serve as a reference point for how emerging markets rethink governance for a far more complex and uncertain world.

 

Boards need not wait until October to begin.

 

Chairpersons can elevate succession planning from an annual compliance exercise to a standing leadership priority. Boards can commission candid, independently facilitated self-evaluations instead of settling for comfortable internal assessments. Nomination committees can identify today the executives whose judgement they would trust in a genuine crisis and begin giving them the mentorship, exposure and decision-making responsibility required to prepare them for future leadership.

 

None of these actions requires new legislation or a completed governance code.

 

They require only a board willing to recognise that governance is fundamentally an exercise in leadership rather than documentation.

 

When ZimCode II is finally launched in October, its success will not be measured by the elegance of its drafting or the breadth of its provisions.

 

It will be judged by whether the boards that adopt it use it to cultivate leaders—or simply file it alongside the last governance manual.

 

Governance was never meant to be an exercise in paperwork.At its heart, it is a discipline of leadership.

 

Africa’s boardrooms now have both the responsibility and the opportunity to prove they understand the difference.

 

Rumbidzai Mashayahanya is a communications development practitioner who also heads business development and partnerships at CEO Africa Roundtable. She writes here in her personal capacity.