When the board sleeps on duty: The cost of passive governance
By Dr Phil Chitagu
A board of directors is entrusted with one of the most important responsibilities in any organization: oversight.
It is the board’s job to ask tough questions, ensure accountability, and protect the long-term interests of stakeholders.
But what happens when the board fails to do its job, when it becomes passive, complacent, or simply asleep at the wheel?
In too many cases, boards become symbolic rather than functional, existing on paper, attending meetings, but not fulfilling their duties. When the board sleeps on duty, the consequences can be severe: strategic missteps, financial losses, reputational damage, and even corporate collapse.
- The Signs of a Sleeping Board
A board is not fulfilling its function when it consistently exhibits any of the following behaviors:
- Rubber-stamping decisions without critical debate or due diligence.
- Failing to challenge leadership, even in the face of warning signs or inconsistencies.
- Infrequent or poorly attended meetings, showing lack of engagement.
- No strategic input, with discussions focused only on operational updates.
- Blind trust in management, with minimal review of financials, risks, or performance metrics.
- Ignoring red flags such as whistleblower complaints, audit findings, or declining performance.
A disengaged board is not just a governance issue, but it’s a threat to the very health of the organization.
- Why Boards Go Asleep
There are many reasons why a board might lose its vigilance:
- Complacency: Long periods of stability may lead directors to assume “everything is fine” without validating that assumption.
- Overreliance on the CEO: Some boards become overly deferential to charismatic or long-tenured CEOs, allowing them unchecked power.
- Lack of expertise: Board members may not have the necessary knowledge to challenge financials, technology, or strategic decisions.
- Social ties: In closely held or family-run businesses, board members may prioritize relationships over responsibilities.
- Fatigue or disinterest: Especially in boards with long-serving members, burnout or disengagement can quietly set in.
- The Risks of Board Inaction
When boards sleep on duty, the damage often becomes visible only after it’s too late:
- Strategic Drift: Organizations may miss market shifts or competitive threats because no one is asking “what’s next?”
- Ethical Lapses: Without accountability, toxic cultures, fraud, or misconduct can go unchecked.
- Financial Losses: Weak oversight of budgeting, investments, or compliance can lead to costly missteps.
- Reputation Damage: A crisis that could have been prevented becomes a scandal because the board failed to act early.
- Regulatory Scrutiny: In regulated industries, a sleeping board can invite legal penalties and public investigations.
- High-Profile Examples
History offers plenty of cautionary tales:
- Enron: The board failed to understand or challenge the financial structures being used to hide debt.
- Theranos: The board was packed with high-profile names, but none with relevant medical or scientific expertise to challenge the company’s claims.
- Boeing (737 Max crisis): Questions have been raised about how much the board knew or chose not to ask about safety compromises in pursuit of speed and profit.
- Zimbabwe-there are so many high-profile cases which have been reported in both private and public enterprises, where the board might have slept on duty.
These examples highlight that prestige and presence are not substitutes for performance.
- Waking Up the Board
Boards must regularly assess their own performance (board evaluation). Here’s how they can stay alert and accountable:
- Regular self-assessments: Annual board evaluations can surface blind spots and improve effectiveness.
- Training and education: Directors should be kept up to date on the organization’s industry, regulatory environment, and governance best practices, at least once per year. The training becomes more valuable where this is conducted at the beginning of the year.
- Independent committees: Audit, risk, and governance committees should have teeth — and independence. Meetings should be done as scheduled and failure to do so constitute a governance issue.
- Diverse composition: Bringing in fresh perspectives can break groupthink and revitalize discussion.
- Strong Chairs: The board chair must be willing to lead difficult conversations and hold everyone accountable, including the CEO or MDs of organizations-both in private and public entities.
Conclusion
Boards are not ceremonial bodies. When they sleep on duty, they not only fail the organization, but they fail its employees, shareholders, customers, and society at large. Vigilance, curiosity, and courage are essential traits for any board to avoid the trap of passivity.
A sleeping board doesn’t just miss danger, but it enables it.
Dr Phil Chitagu is a Leadership and Team Coach (MGSCC-USA), Global Leadership Assessment (GLA-USA) Expert, Chartered HR Practitioner (IPMZ), Global HR Mind (World HRD Congress), Author of HR and Leadership Books, Keynote Speaker, Strategy Facilitator, OD Specialist, Master Balance Scorecard Certification (George Washington University), Father of Mhofu Bonding Culture Model (MBCM), which is a transformative culture model, Leadership Coach and Mentor.
