CEREMONIAL BOARDS : When Your Public Sector Board Meeting Looks Like A Ritual And Achieves About as Much (Boards that Work- Part vi) – By Dr Bolaji Olagunju

This is the sixth article in a series on public sector boards in Nigeria, and the last in which I will be diagnosing what is wrong. From the next column I will move to what we should be doing instead. But before we leave diagnosis behind, there is one pathology I want to name, because in my reading of our public sector it is the most pervasive of all. It is also the most invisible, because it disguises itself as good order.

I am referring to the ceremonial board.

The board whose meetings are run with such polish, such formality, such adherence to protocol, that the casual observer would assume it is the very picture of good governance. It is not. It is the picture of governance theatre. The meeting is performed, and what is performed looks like governance. But the substance, the actual work of governing, is largely absent.

A ceremonial board is not a board that does nothing. It is a board that does the wrong things, in the right way.

It is a board where the rituals are immaculate and the results are mediocre. It is, in my view, the single most common form of public sector board in Nigeria today, and it is the form that has done the most damage to our institutions while attracting the least attention.

Today I want to describe it precisely, so that we can recognise it when we see it.

The anatomy of a ceremonial meeting

Let me describe a ceremonial board meeting as it typically unfolds. I have constructed this description from what I have studied of our public sector governance patterns, from conversations with leaders who have served on such boards, and from the consistent reports of those who have observed them. Every element I am about to describe will be familiar to anyone who has had any meaningful exposure to public sector governance in this country.

The meeting is scheduled well in advance, as part of a fixed quarterly calendar. The venue is appropriate to the institution’s standing, often a board room with the institution’s coat of arms prominently displayed. The seating is allocated by protocol. The Chair sits at the head. The Chief Executive sits to the Chair’s right. The Company Secretary sits to the Chair’s left. The directors are seated according to seniority of appointment, with the most senior member of the board sitting closest to the Chair on the opposite side from the Chief Executive. Refreshments are laid out. The room is air conditioned. The lighting is good. Everything is ready.

The directors arrive. They greet each other warmly. They greet the Chair with a degree of deference appropriate to her standing. The Chief Executive is greeted with cordial respect. There is some small talk about traffic, about the news of the day, about a wedding or a funeral that one or more of them attended in the past week. The Company Secretary moves quietly between them, ensuring that everyone has signed the attendance register, that everyone has their information pack, that everyone has tea or coffee.

The meeting is called to order. The Chair opens with a brief reflection, sometimes spiritual, sometimes patriotic, often both. The agenda is adopted. The minutes of the previous meeting are confirmed. Matters arising are dispatched briskly, because most of them have already been resolved in correspondence between meetings, or they have not been resolved and there is no expectation that they will be resolved today.

The Chief Executive presents the management report. The presentation is professional. It has been prepared by a team. The slides are well designed. The numbers are presented with a confident gloss. Achievements are foregrounded. Challenges are mentioned, briefly, in the context of how they are being addressed. The presentation runs for forty-five minutes, sometimes longer. The directors listen, take occasional notes, and ask occasional questions. The questions are mostly clarifications. The Chief Executive answers each one to the apparent satisfaction of the asker.

The decisions on the agenda are then taken. Each is presented by management with a recommendation. Each is approved, sometimes with a comment, sometimes without. The approvals are recorded.

The Chair invites any other business. There usually is none. The Chair offers a closing reflection. The meeting is adjourned. The directors are served lunch. They eat together, talk warmly, take their cars and leave.

The Company Secretary types up the minutes. They are circulated for confirmation at the next meeting. The institution carries on as before, with the board’s signature on the records, the board’s blessing on the decisions, and the board itself having done, in any meaningful sense, very little.

This is the ceremonial board meeting. It is conducted with dignity. It is conducted with respect for protocol. It is conducted in keeping with the conventions of governance. It is, however, not governance. It is the appearance of governance. The work of governing has been left undone.

If this is not supposed to be the norm, why do so many of our public sector board meetings drift into this pattern? Why does ceremony come to substitute for substance?

I would offer four reasons, all of them structural and all of them connected to the diagnoses I have made in earlier columns.

First, ceremony requires no preparation. A board meeting that is essentially ritual can be conducted whether or not the directors have read the materials. The directors can listen, nod, and acknowledge. They do not need to have absorbed the technical content, because no technical decision is genuinely being made. A working board meeting, by contrast, requires every director to have done substantial preparatory work, and to come ready to engage with detail. The ceremonial format protects directors from the exposure that proper preparation would otherwise demand.

Second, ceremony resolves the awkwardness of disagreement. I described in the last column how rubber stamping protects the social fabric of a club like board. The ceremonial format extends this protection. A meeting conducted as ritual has no space for disagreement. The structure does not permit it. The protocol does not invite it. Directors who might otherwise have raised difficult questions find that the form of the meeting itself signals that such questions are not what this gathering is for.