Imagine a woman who has just been appointed to the board of a state institution. Her letter arrives on good paper, signed by the right authority. At her induction she is handed a thick folder: the enabling Act, the company regulations, the national governance code, the board charter, the calendar of meetings. At her first meeting, everything is in order. There is an agenda, a quorum, minutes of the last session, and committees with neat terms of reference.
Walking to her car afterwards, she realises that nobody has told her why she was chosen. Nobody has said what the board expects of her, whom she answers to, or what the appointing authority hoped she would bring. She holds everything the rules require, and no answer to the one question the rules cannot answer for her.
This is an illustration, not a report on any single institution. Yet I suspect many of us will recognise the feeling.
A country rich in rules
Ghana has earned its place as one of Africa’s most stable constitutional democracies. Over three decades we have strengthened the legal and regulatory framework for governance through constitutional reforms, modern company legislation, sector regulators and national governance codes. The Companies Act, 2019 (Act 992) replaced a law dating from 1963. The State Interests and Governance Authority Act, 2019 (Act 990) went further still. It created a dedicated authority to oversee state-owned enterprises, to develop a Code of Corporate Governance for them, to assess their governance and performance every year and, notably, to advise government on the appointment and removal of their chief executives and board members. On paper, much of this compares well with international standards.
Yet the same concerns keep returning, whichever government is in office and whichever sector we examine: political influence in appointments, the independence of boards, accountability, the effectiveness of regulators, institutional performance, and declining public confidence.
The numbers are sobering. The memorandum that accompanied the bill creating the Authority put the aggregate net loss of state-owned enterprises at about GH¢1.3 billion at the end of 2016. The Authority’s 2024 State Ownership Report, published in August 2025, records a sector net loss of GH¢9.67 billion for 2024, up from GH¢7.14 billion a year earlier, even as operating performance recovered. These figures are not strictly like for like, since the cedi has weakened and the coverage of entities differs, and the Authority attributes much of the recent deterioration to finance costs. Boards are certainly not the only explanation. But a country that has built so much of the machinery of good governance, and still watches the same concerns return, is entitled to ask what the machinery is missing.
None of this is new. These questions have been debated for decades. What has often been missing is evidence that explains why they persist despite so much reform.
Asking the people inside
That gap led me to ask a different kind of question. Over three years, I engaged 254 participants from five stakeholder groups across Ghana’s public-sector governance landscape, among them board members, chief executives, organisational staff, regulators and members of the public. I did not ask what governance is designed to do. I asked what it actually does.
The pattern that emerged was remarkably consistent. Ghana does not suffer from a shortage of governance laws, regulatory institutions or formal frameworks. It struggles with the persistent gap between the institutions it has designed and the outcomes those institutions were created to deliver.
Why appointments?
Every governance system eventually answers one fundamental question: who should be entrusted with authority? The answer determines far more than who occupies the seats around a boardroom table. It shapes the quality of oversight, the independence of decisions, the credibility of accountability and, in the end, the confidence citizens place in public institutions.
That is why appointments matter so much. They are the point at which governance ideals become organisational reality. In Ghana, as elsewhere, a change of government is commonly followed by changes in boards, which makes each round of appointments a moment when the whole country can see what is being valued. When appointments consistently reward competence, integrity, independence and stewardship, institutions are more likely to pursue the purposes for which they were created. When they are shaped mainly by political loyalty, personal relationships or patronage, those priorities seep into the culture of the institution long before the board holds its first meeting.
Seen this way, a board appointment is more than an administrative decision or a statutory requirement. It is a diagnostic. It shows what an institution values, whom it trusts, how it understands accountability, and whether governance is ultimately organised around public stewardship or around political and personal advantage.
Three questions worth asking
If appointments reveal the character of our institutions, then they are also where improvement can begin. Three questions, asked consistently of every appointment, would change a great deal.
Is the purpose clear? Can the institution say, in plain terms, what its board needs and why this person was chosen? Competence should be demonstrable, not assumed. A short-written statement of the skills sought and the reasons for the choice, issued with the appointment, would cost almost nothing.
Is the independence real? Can the director say no, in the boardroom, to the person who appointed them? Independence is not a mood. It depends on character, on clear terms of appointment, including fixed tenures and stated grounds for removal, and on a culture that welcomes dissent.
Is the accountability visible? Does the director know whom they answer to, and could the public tell whether they have done the job? A seat on a board is a trust, held on behalf of others. Annual reports that say how directors were selected, and what the board achieved, would let citizens judge for themselves.
These questions are for everyone. Appointing authorities can answer them before names are announced. Directors can ask them of themselves on the day they accept. Citizens, journalists and shareholders can ask them of any institution that claims their confidence.
An invitation, not an indictment
None of this is an accusation against individuals or institutions. Many people serve on our boards with integrity and diligence. It is an invitation to understand governance more honestly, and to confront its enduring challenges with evidence rather than assumption.
Good governance is rarely undermined by the absence of rules alone. More often, it is weakened when institutions gradually lose sight of the purpose those rules were meant to serve. The woman in my opening picture deserves an answer to her question. So do the rest of us. The responsibility for providing it belongs not only to those who govern, but to everyone who expects governance to serve its true purpose.
