Akira Consult Limited, through its lead consultant Patricia Wanjama was recently approached by a membership association that, as part of its current strategic plan, was keen on strengthening its governance structures. One of the key priorities they identified was the development and adoption of a formal Board Charter—a move that signals both maturity and intentionality in how the organisation is led.

Our approach to this engagement was deliberate and structured. We began by researching the organisation to understand its mandate, operating context, and stakeholder expectations. We then reviewed its strategic plan to ensure that governance would not sit in isolation, but rather serve as an enabler of its 2025–2027 priorities. From there, we issued a targeted information request to gather insights on existing practices, before convening a joint session with the Secretariat and Board members. That conversation was critical—it grounded the Charter in lived realities, not just theory. Only then did the drafting begin.

So why does a Board need a Board Charter?

In simple terms, a Board Charter is the backbone of effective governance. It provides clarity on roles, responsibilities, and boundaries—particularly between the Board and management. In many organisations, governance challenges don’t arise from lack of competence, but from lack of clarity. A well-crafted Charter eliminates ambiguity, aligns expectations, and creates a shared understanding of “how we govern.”

Beyond clarity, a Board Charter promotes accountability. It sets out what the Board is responsible for—strategy, oversight, risk, ethics—and equally what it is not responsible for, namely day-to-day operations. This distinction is critical for maintaining strategic focus and avoiding operational overreach.

From a best practice perspective, there are several key sections every Board Charter should include.

First, a clear articulation of the role and responsibilities of the Board, covering areas such as strategic oversight, financial stewardship, risk management, and compliance. Second, Board composition and structure, including size, tenure, diversity, and appointment processes. Third, defined roles of key players—the Chairperson, Directors, Company Secretary, and the Chief Executive (or equivalent)—to ensure effective leadership and accountability.

Equally important is a section on Board Committees, outlining their mandates and delegated authority, as well as reserved matters for the Board, which clearly distinguishes decisions that cannot be delegated. A strong Charter should also include meeting protocols, conflict of interest provisions, remuneration philosophy and Board evaluation processes to support continuous improvement.

Increasingly, progressive Charters are also incorporating ethics and values, stakeholder governance, and even digital, data protection and AI oversight, reflecting the evolving role of Boards in today’s complex environment.

However, drafting the Charter is only part of the journey. Its real value comes from adoption and lived practice. We strongly recommend that the review and ratification of a Board Charter be done at a formal Board meeting, with Directors appending their signatures as a visible commitment to uphold its principles. That moment matters—it transforms the document from paper to practice.

If your Board is navigating similar questions around governance, structure, or effectiveness, this is a worthwhile place to start.

At Akira Consult Limited, we support Boards and leadership teams to design governance frameworks that are not only compliant, but truly effective. If this resonates, feel free to reach out.