When people hear “corporate governance,” they often imagine long board meetings, complicated regulations, and paperwork meant only for large companies. That is a mistake.
Governance is about how power is used in an organisation. Who makes decisions? Who checks those decisions? Who answers when performance is poor or public resources are misused? And can workers, customers, investors, and citizens trust the answers?
This question has become especially urgent following President John Dramani Mahama’s recent warning to the boards and chief executives of Ghana’s State-Owned Enterprises (SOEs).
At the SIGA Governing Boards and CEOs Conference in Accra, the President made it clear that executive pay, board tenure, and government support should depend on measurable performance, profitability, and public value.
That is governance in practical terms: authority must come with accountability.
Public institutions do not belong to the people appointed to run them. They hold public assets—ports, water systems, power infrastructure, land, factories, and public funds—in trust for the people of Ghana.
As President Mahama put it, public ownership must produce public value. An SOE cannot justify its existence merely because it has a board, a chief executive, and an annual budget. It must demonstrate what it is delivering through jobs, services, infrastructure, revenue, dividends, and national development.
The President’s message raises several important governance issues.
First is the link between leadership and performance. Too often, leadership positions in public institutions are treated as rewards, privileges, or political appointments rather than responsibilities with measurable outcomes.
President Mahama’s position is that executive compensation, operational mandates, and continued tenure must be tied to evidence: financial results, service quality, productivity, and the value delivered to citizens.
This is significant. A chief executive whose organisation continually loses money, fails to provide reliable services, or depends on repeated state bailouts should not automatically receive higher salaries, bonuses, and allowances. Performance contracts must be more than paperwork; they should be commitments to the Ghanaian public.
Second is the issue of board effectiveness. A board is not ceremonial, and membership is not an advertisement. Its role is to provide strategic direction, approve policy, oversee risk, safeguard the integrity of financial reporting, and hold management accountable.
However, boards must also understand their limits. Board chairs should not take over the day-to-day work of chief executives and management. When directors interfere in operational matters, the line between oversight and management becomes blurred.
This weakens accountability because it becomes unclear who is responsible for failure. Good governance requires a proper separation: boards govern and supervise; management executes approved strategy and runs daily operations.
Third is financial transparency. President Mahama’s warning that institutions which fail to submit audited accounts or hold required Annual General Meetings will face sanctions speaks directly to a major governance weakness.
Audited financial statements and AGMs are not formalities. They are the means by which shareholders—in the case of SOEs, the Ghanaian public represented by the state—can know whether an institution is being managed honestly, efficiently, and sustainably.
Without audited accounts, there is no reliable way to assess whether a company is profitable, hiding losses, accumulating unsustainable debt, or spending public money improperly. Without AGMs, stakeholders lose an important forum for questioning leadership and reviewing performance.
Fourth is the responsible use of profit. Profitable SOEs were cautioned against using their improved performance to expand executive perks. Their first responsibility is to strengthen the institution, meet their obligations, and pay dividends to the state where appropriate.
This is an important reminder that public enterprises exist to serve national development, not to finance luxurious offices, excessive travel, inflated allowances, or personal prestige.
The reported turnaround in the state-enterprise sector shows why disciplined governance matters. According to SIGA’s 2025 State Ownership Report, SOEs moved from a net loss of about GH¢2.25 billion in 2024 to a net profit of GH¢19.8 billion in 2025.
Professor Michael Kpessa-Whyte, Director-General of SIGA, attributes the improvement to stronger administrative accountability and structural governance frameworks.
The figures are encouraging, but they should not create complacency. Governance is not proven by one year of profit. It is proven by whether success can be sustained through transparent reporting, competent boards, ethical leadership, careful risk management, and a culture that responds early to warning signs.
Ghana’s financial-sector clean-up remains a sobering example. The Bank of Ghana identified poor corporate governance, weak risk management, weak credit administration, unsafe banking practices, diversion of customer deposits, and failure to comply with prudential rules among the vulnerabilities affecting failed institutions.
The consequences were felt not only by owners and executives, but by depositors, employees, families, businesses, and taxpayers.
The same principle applies to SOEs and private businesses. Poor governance eventually becomes everybody’s problem.
This is where ethics becomes essential. Compliance means following laws and regulations. Ethics means doing what is right even where no rule clearly requires it and no one is watching. An institution can meet the minimum legal requirement and still act in a way that is wasteful, dishonest, unfair, or harmful to the public.
An organisation’s true values are not found in framed mission statements. They are found in what leaders reward, tolerate, or conceal. If employees are punished for raising concerns, silence becomes the culture.
If directors ignore conflicts of interest, public trust disappears. If managers are rewarded despite poor performance, the organisation sends the message that accountability does not matter.
Ghanaian businesses and public institutions should therefore commit to a few basic principles: clear decision-making authority; qualified and independent boards; timely audited accounts; transparent performance targets; safe channels for reporting misconduct; and executive rewards that reflect sustainable results, not personal influence or short-term appearances.
Governance is not a luxury. It is the protection that keeps institutions from being weakened by poor decisions, unchecked power, and ethical compromise.
The President’s message to SOE leaders is therefore relevant far beyond the public sector: leadership is not a personal privilege. It is a measurable responsibility to deliver results, protect resources, and serve the people whose confidence makes every institution possible.
By A.A. Issa Monnie
