In the last column I argued that most public sector boards in Nigeria are clubs rather than boards, and I named the composition failure that produces this. Today I want to take the argument one layer further, into the behavioural consequence that follows from a club like composition. It is one of the most common pathologies of our public sector boardrooms, and it operates so quietly that we have come to mistake it for cooperation, or for harmony, or for the good order of a well-run institution.
I am referring to rubber stamping. The behaviour, repeated meeting after meeting, year after year, term after term, in which a board approves what management puts in front of it without genuine examination, without serious challenge, and without the kind of friction that good decisions actually require.
In private, this behaviour is sometimes spoken of with a sigh and a shrug, as if it were unavoidable. In public, it is rarely named at all. I want to name it today, because once we see it clearly, we will recognise it as the silent destroyer of institutional performance that it is. And we will see, I hope, that it is fixable.
What Rubber Stamping Actually Looks Like
Let me describe rubber stamping not as a concept but as a sequence of behaviours, so the reader can recognise it.
The board meeting opens. The Chair welcomes the directors. The agenda is adopted without comment. The minutes of the previous meeting are confirmed without anyone having objected to them in the intervening weeks. Apologies are noted. The Chief Executive presents the management report. The report is comprehensive. It runs to forty or fifty slides. Each slide is delivered confidently. The numbers are presented favourably. Where there are challenges, the challenges are framed as work in progress.
The Chair invites questions. There are some. Most are clarifications. One or two are mild observations. The Chief Executive responds smoothly. The board accepts the responses. The report is noted.
The strategic decisions on the agenda are then taken. A new contract. A new appointment. A new structural change. A new investment. Each is presented by management with a recommendation. The recommendation is to approve. The board, on each item, approves. There is occasionally a comment. There is occasionally a request for further information. There is rarely a substantive challenge to the recommendation itself.
The meeting ends. The minutes are signed. The directors leave. The Chief Executive carries on, with the board’s blessing, to do what the Chief Executive was always going to do anyway.
I have described what is, I would argue, a typical public sector board meeting in Nigeria. It looks orderly. It looks professional. It looks like governance. It is not governance. It is ratification dressed as oversight.
Why this matters
A board that ratifies rather than governs is doing one of the most damaging things any institution can permit. It is providing institutional cover for whatever the Chief Executive decides, while convincing the country that those decisions have been independently examined. The board’s signature on the minutes carries weight. It signals to regulators, to the public, to oversight bodies, to potential investors, that decisions have been reviewed at the highest level of the institution. When that review has not happened, the signature is misleading. The country is being told something is true when it is not.
This is not a small matter.
‘The architecture of trust in any institution rests on the assumption that the board is doing its work.’
When the board is not doing its work, the architecture is hollow. It looks the same from the outside, but it does not bear weight when stress is applied.
Three consequences follow, all of them serious.
First, errors compound. A Chief Executive who is never challenged in the room comes, over time, to believe that her judgement is sound by default. The decisions get bigger. The risks get bolder. There is no friction to slow them down. When the eventual error arrives, it tends to be larger than any error that would have been caught earlier by a working board.
Second, mediocrity is institutionalised. A board that does not insist on excellence accepts whatever is presented. Over years, the institution drifts toward the mean of the comfortable. Performance standards slip. Mediocre work is normalised. The discipline of high performance, which requires sustained external pressure on the institution’s leadership, is absent.
Third, succession quietly fails. A board that does not challenge the Chief Executive is also a board that cannot evaluate the Chief Executive. It cannot say, with credibility, that the time has come for renewal, because it has spent years not engaging with the Chief Executive’s actual performance. When the time comes for succession, the board has no honest basis on which to make the decision, and so often defers, or accepts the outgoing Chief Executive’s recommendation, or simply chooses the path of least disruption. The institution is denied the renewal it needs.
‘A board that only approves can never replace.’
The capacities are incompatible. The board that cannot challenge today cannot succeed the Chief Executive tomorrow. This is one of the great hidden costs of rubber stamping, and it shows up in our public sector with painful regularity.
What the global experience teaches
I want to bring in one foreign example, because the case has been comprehensively investigated and the lessons are uncontested.
Consider Theranos, the Silicon Valley healthcare company that was at one point valued at nine billion dollars on the strength of a blood testing technology that, it later emerged, did not work. Theranos had a board. Its board was, on paper, exceptional. It included former Secretaries of State, former Secretaries of Defence, former Senators, a former CEO of one of the world’s largest corporations, and senior military figures.
It was difficult to imagine a more distinguished board. Yet the company’s collapse, when it came, was total. The Chief Executive was eventually convicted of fraud. The board, which had been listed in every prospectus, every news article, every fundraising round, had not challenged the science. It had not insisted on independent technical validation. It had not pushed back on the Chief Executive’s assertions. It had ratified.
What the Theranos board demonstrates, with awful clarity, is that distinguished individuals do not automatically produce a working board. The composition was extraordinary. The behaviour was rubber stamping. The composition could not save the institution because the behaviour was wrong.
The same is true of our public sector boards in Nigeria. Distinguished directors can ratify just as readily as undistinguished ones. The personal eminence of the people in the room is not the variable. What they actually do in the room is the variable.
Why Rubber Stamping Persists
If rubber stamping is so damaging, why does it persist? Why do well meaning directors, including many with genuine competence, fall into it?
Several reasons, all of them structural, none of them about individual weakness.
Directors are unprepared for the meeting. Information packs run to hundreds of pages and arrive forty-eight hours before the meeting. No one has fully read them. No one will admit they have not. The board cannot challenge what it has not absorbed.
Directors do not understand the business deeply enough. The institution is technical. The director was appointed for reasons unrelated to that technical depth. The director, sensibly, does not want to expose his or her unfamiliarity in front of the Chief Executive and the other directors. So, the chair stays quiet, except on matters where they are genuinely confident, which are few.
The culture of the room rewards politeness over scrutiny. A challenging question is treated as personal. A pushback against management is read as factional. The Chair, who could shift this, often does not, because the Chair was also appointed through the same process and shares the same instincts.
There is no consequence for ratification. No regulator audits the quality of board challenge. No public report assesses whether the board is doing its work. Directors who rubber stamp face no professional penalty, while directors who challenge face social cost.
The Chief Executive prefers it this way. A Chief Executive who can pass decisions through a compliant board is a Chief Executive who can move quickly, without the inconvenience of having to make a defensible case for each major action. Some Chief Executives, perhaps without admitting it to themselves, work actively to keep the board compliant. They share information selectively. They frame decisions narrowly. They cultivate directors individually. The board never realises it is being managed.
These are not character failures. They are structural conditions. As long as the conditions persist, the behaviour will persist, even if every individual director is a person of high integrity. This is the design argument again, applied to behaviour.
From Yes Boss to Real Boss
The shift from a rubber-stamping board to a challenging board is achievable, but it does not happen by accident. It requires deliberate practices, embedded in how the board operates, that make challenge normal, expected, and survivable. I would highlight five.
Practice one. Information must arrive early enough to be absorbed. Directors should receive information packs no fewer than seven working days before the meeting, in a structured form designed for decision making rather than presentation. The board should refuse to take decisions on information it has not had time to absorb. This single discipline, applied consistently, transforms the quality of conversation in the room.
Practice two. The Chair must invite challenge explicitly. A skilled Chair asks, after every major presentation, what the strongest counter argument would be, who in the room takes a different view, and what assumption in the management’s recommendation is the most fragile. When this becomes routine, directors learn that challenge is not insubordination. It is the work.
Practice three. The board must hold reserved sessions without management present. At every meeting, the directors should have a portion of the agenda, ideally at the end, in which management leaves the room and the directors speak frankly to each other about what they have just heard. This protects the candour of the conversation, surfaces concerns that would not be raised in front of the Chief Executive, and gives the Chair a private channel through which to manage the Chief Executive afterwards.
Practice four. Each major decision must have a dissenting voice assigned in advance. The board can rotate this responsibility. A different director, each meeting, is asked to come prepared to argue the case against the management’s recommendation, even if she does not personally hold that view. This breaks the trap of artificial unanimity and ensures that every significant decision has at least been pressure tested in the room.
Practice five. The board must evaluate its own performance, separately from the management’s. Once a year, the board should examine, with external facilitation, whether it has actually challenged management adequately, whether it has fulfilled its strategic role, and whether the quality of conversation in the room has been worthy of the institution it governs. This evaluation should be honest, documented, and acted upon. I will return to this practice in a future column.
These five practices are not exotic. They are standard operating procedure on well governed boards in many parts of the world. They cost nothing to implement. What they require is a Chair willing to insist on them, a Chief Executive willing to accept them, and a board willing to do the work.
The work ahead
Rubber stamping is one of the most damaging things a public sector board in Nigeria can do, and one of the most common. It is also one of the most fixable, because the practices that prevent it are well known, low cost, and within the authority of any Chair who chooses to introduce them.
I will say plainly what I believe. A board that has not disagreed with its Chief Executive on a matter of substance in the last twelve months is not a board. It is an audience. The Chief Executive may be excellent, in which case the absence of disagreement is a missed opportunity for sharpening. The Chief Executive may be drifting, in which case the absence of disagreement is institutional negligence. In neither case is it cooperation.
The board sets the ceiling. A board that ratifies sets a ceiling at the level of whatever the Chief Executive happens to be doing. A board that challenges sets the ceiling much higher, because the Chief Executive must do work worthy of being approved.
The choice is one of practice, not of personality. It is something we can change, in any boardroom in this country, this year.
Raise the boards. The ceiling rises with them.
Dr Bolaji Olagunju is the Founder and Group Chairman of Workforce Group, a human capacity and organisational performance firm founded in 2004 and operating across Nigeria and Africa. He is also the Founder of Philantify and the convener of Leadership That Works, a platform devoted to the question of what really works in leadership. His books include Hiring Right: A Matter of Life and Death for Businesses and Business Owners; The Seven Disciplines of Breakthrough Results, a public sector leadership playbook for DGs, CEOs, Permanent Secretaries, Directors and Senior Leadership Teams; and Blueprint for Capacity Development Excellence, a strategic framework for strengthening the institutions and professionals at the heart of Africa’s human capital. He writes here in a personal capacity.