Imagine this scenario: The appointed board chairperson , in an unnamed State Corporation, is failing to demonstrate adequate leadership, causing a loss of respect among the board members. In response, the CEO has stepped in as the de-facto Chair, striving to prevent a complete collapse in corporate governance.

In Kenya, where the European model is followed the Chair is expected to be a separate role from the CEO, ideally an independent Chair. Key strengths emphasized in the evolution from a strategic experienced individual to a Chair include corporate governance, technology, and human capital skills. Conversely, in the USA, there is still allowance for combining the Chair and CEO roles. However, recent statistics indicate a growing preference for role separation, with flexibility for companies to adopt a structure that aligns with their specific circumstances; P.S there is a notable correlation between company size and the board leadership model, with larger companies tending to combine the CEO/board chair role, while smaller companies often have an independent board chair.

In the Mwongozo Code of Corporate Governance, Board Chairs are appointed by the president or the relevant appointing authority as prescribed by law. It is imperative to ensure that the Chair meets the required specifications outlined in Addendum 1 of the Code and enter into a performance contract. Nevertheless, imprudent appointments can and do occur. As a governance professional or corporate secretary, you may consider the following courses of action:

1. Identify areas where the Chair may be facing challenges and gauge their willingness to seek mentorship from a more experienced director or a professional trainer for practical assistance. Approaching this conversation requires emotional intelligence to address the issues without diminishing the individual

2. Incorporate training that covers the roles and responsibilities within the Board, for the Chair, CEO, Corporate Secretary, and individual directors. Introduce experiential learning techniques such as role-playing scenarios to facilitate immediate learning and understanding

3. In the next board evaluation, establish a testing and feedback mechanism aimed at providing genuine feedback to all board members on areas for improvement. The level of trust and openness among members will support this process. Additionally, a governance audit may yield valuable insights

4. If all else fails, consider seeking guidance from the State Corporation Advisory Committee or a similar oversight body using the feedback obtained from board evaluations or governance audits for advice on resolving the matter.

In such challenging situations, diverse perspectives and insights are valuable to contribute to the collective wisdom in confronting such governance dilemmas.
Research
Credits to Harvard Law School Forum on Corporate Governance, and Spencer Stuart