Board committees key to effective corporate governance – Experts

By Eric Appah Marfo  

Accra, Nov. 12, GNA – Corporate governance experts have called for stronger board committee oversight to improve accountability, scrutinise management decisions and strengthen organisational performance. 

They said effective committees provided the structures for directors to examine management proposals, assess risks and scrutinise technical issues before making recommendations to the full board. 

The experts made the observations during a panel discussion on the theme: “Committees: The Boardroom’s Best-Kept Open Secret,” at the 2026 Boardroom Governance Summit in Accra. 

The summit, convened by Professor Douglas Boateng, an international chartered director and industrialist, in collaboration with the Office of the Chief of Staff and Labadi Beach Hotel, brought together board members, business leaders, governance professionals, academics and policymakers. 

It was held on the theme: “Board Committees: From Oversight to Impact – The Conversations Every Board Must Have,” and featured the launch of Professor Boateng’s book, Practical Perspectives on the Committees of the Board. 

Chief Alhassan Andani, Chief Executive Officer of LVS Africa Limited and Chairman of the Board of Ecobank, said much of the critical work of corporate governance took place at the committee level, where directors examined issues and obtained technical information to inform board decisions. 

He said effective committees required deliberate board composition, bringing together members with diverse professional skills and experience. 

Chief Andani said committees also needed strong working relationships with functional executives, including finance officers and other subject-matter specialists, to access relevant information. 

He cautioned against providing directors with voluminous documents shortly before meetings, saying members needed adequate time to study and scrutinise proposals to contribute meaningfully to decisions. 

On State-Owned Enterprises (SOEs), Chief Andani urged Ghana to reconsider the wholesale replacement of board members and executives whenever there was a change of government, saying the practice undermined institutional continuity and management stability. 

He called for functional governance structures and smoother transitions in board and executive leadership to strengthen public enterprises. 

Reverend Mrs Angela Carmen Appiah, Chief Executive Officer of the Africa Corporate Governance Network and immediate past President of the Institute of Directors-Ghana, said emotional, social and psychological intelligence were important in boardroom engagements. 

She said directors needed to ask difficult questions tactfully and possess the professional knowledge to identify weaknesses and assess whether committees were fulfilling their responsibilities. 

Rev. Mrs Appiah urged directors to prepare adequately, read extensively and examine issues independently before meetings. 

She also encouraged humility, noting that no individual possessed all the knowledge required to make sound decisions. 

Rev. Mrs Appiah said corporate governance practices across African boards had considerable room for improvement, adding that emotional considerations, factional interests and politics sometimes prevented boards from addressing problems effectively. 

She urged organisations to prioritise competent and qualified directors who had the capacity to contribute meaningfully to board deliberations. 

Mr Felix E. Addo, Board Chairman of Guinness Ghana Breweries PLC, said directors had individual and collective responsibilities to act in the best interests of the companies they served. 

He referenced Section 190 of the Companies Act, 2019 (Act 992), which outlines directors’ duties, saying they were required to exercise care and ensure that companies operated responsibly and sustainably. 

Mr Addo said directors were not obliged to support every majority decision but could express dissenting views and exercise independent judgement where justified. 

He also noted that the Companies Act provided avenues for derivative actions against companies or directors under appropriate circumstances. 

Mr Addo said the quality of committee recommendations influenced decisions by the full board and the overall performance of organisations. 

Otunba Adetunji Oyebanji, President and Chairman of the Chartered Institute of Directors, Nigeria, said corporate governance principles were universal and centred on accountability, integrity and appointing people with the appropriate skills and capabilities to serve on boards. 

He described governance as a continuous process of improvement and urged boards to update their knowledge and practices to address emerging challenges, including artificial intelligence and cybersecurity. 

Otunba Oyebanji said repeated referral of committee reports by the full board for further analysis was an indication of ineffective committee work, often resulting in prolonged discussions and duplication of effort. 

He said effective committees should conduct thorough analyses and present well-developed recommendations to enable the full board to focus on strategic decisions. 

Otunba Oyebanji urged directors to remain informed and adaptable, noting that practices considered adequate a few years earlier might no longer meet the demands of an evolving business environment.  

GNA  

Edited by Kenneth Sackey 

Reporter: Eric Appah Marfo 
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