THE BOARD THAT NEVER SAYS NO: How Rubber Stamping Quietly Destroys Public Sector Performance in Nigeria (Board That Works – Part V) – By Dr Bolaji Olagunju

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.’