Another week, another State-Owned Entity (SOE) at the centre of a corporate governance storm. Leadership changes across Botswana’s SOEs have begun to resemble a game of musical chairs, a comparison now frequently voiced by an increasingly frustrated public. Every time an SOE makes headlines for the wrong reasons be it financial distress, executive misconduct, or service delivery breakdowns, the spotlight almost instinctively falls on management. Investigations are launched, executives are scrutinised, the CEO is questioned and, in some cases, suspended. Yet beyond the noise of the scandal and the headlines lies a crucial question that requires serious interrogation but rarely receives equal attention. Where was the Board?
When organisational challenges become the norm, it is necessary to examine not only the operational decisions but also the strength of oversight. Corporate governance failures within Botswana’s SOEs are often treated as isolated crises when they in fact point to a deeper issue of Board effectiveness.
Unlike private entities, SOEs are custodians of national assets. They are entrusted with the duty to manage these strategic national assets, deliver essential public services and operate using public resources which can ultimately impact citizens and the national fiscus. Their Boards carry a dual responsibility of commercial oversight and public accountability which makes their effectiveness more than just a technical governance issue but a matter of national interest.
Central to the mandate of an SOE’s Board is its role as steward of the organisation. This entails setting strategic direction, supervising executive management, safeguarding assets, and ensuring that emerging risks are identified and addressed before they escalate into public crises. It is for this very reason that they should be held to a higher standard of accountability than their counterparts within the private sector. Holding the Board to a higher standard of accountability is not intended to be punitive but to reflect the weight of their mandate.
In the context of SOEs, board effectiveness cannot be separated from national accountability. The Board is the layer of governance entrusted with ensuring accountability and transparency. Their oversight entails questioning assumptions, interrogating strategic decisions, and ensuring management actions are consistent with ethical, legal and financial standards. The Board’s oversight demands independence of thought and the willingness to challenge, particularly when decisions carry fiscal and reputation risk. It is important for the Board to be able to balance its independence with oversight as this will allow it to challenge management without conflict of interest which then creates room for objective judgement.
Should the corporate governance debate continue to centre exclusively on management, systemic vulnerabilities will remain largely unchecked. Executives will change and investigations will be launched, but the structural safeguards intended to prevent failure will still be compromised.
Board effectiveness also depends on balance. A well-constituted Board combines executive management insight with objectivity from the non-executive directors. Executives should bring institutional knowledge and operational context, while non-executive directors provide the external perspective and independent scrutiny. It is this balance that enables the Board to interrogate management proposals thoroughly while still offering strategic guidance.
In 2025, the Botswana Accountancy Oversight Authority (BAOA) released its Financial Reporting Monitoring and Corporate Governance Report for the 2024 review period. The report, which assesses governance disclosures and practices across Public Interest Entities (PIEs), offered a snapshot of the state of corporate governance, within that group, in Botswana. According to the report, a total of 40 corporate governance reviews were conducted in 2024, consisting of 24 first-time reviews and 16 re-reviews. None (0%) of the 24 entities reviewed for the first time met the corporate governance requirements which was a decline from 21% in 2023. The report further states that of the 15 significant entities reviewed, only 2 achieved full compliance while among the 6 public bodies assessed, compliance was also achieved by just 2.
The report also highlights major gaps in board performance, with 40% of deficiencies linked to Boards and Directors, 12.6% to Audit Committees, and 12% to Internal Audit. Independence of non-executive directors and chairpersons was often compromised, and Board composition frequently fell short of best practice.
This does not necessarily mean that the Boards reviewed were negligent but shows that the practice of governance needs strengthening. The pattern emerging should therefore prompt an honest reflection on how oversight functions are being executed at the top.
While the Board carries the formal responsibility of overseeing executive management, another equally important question that often arises is – ‘who checks the checker?’ Boards, too, are not immune to governance challenges and it is becoming increasingly evident that oversight can drift if not exercised with discipline and ethical clarity. Boards may lose focus, become overly aligned with management, or neglect the very mandate they were appointed to uphold, and when that happens, they too find themselves under scrutiny.
The governance architecture does not end at the boardroom table. It extends upwards to the shareholder, and in the case of SOEs, to the responsible Minister acting on behalf of the state. This layer of oversight exists to ensure that Boards discharge their duties within legal, ethical and strategic boundaries. Effective governance therefore requires a functioning chain of accountability. Executive management must answer to the Board. The Board must answer to the shareholder. The shareholder, represented by the Minister, must exercise responsible stewardship without undermining operational independence. If at any point, the link in that chain of authority weakens, the entire structure becomes vulnerable.
Checks and balances are crucial to safeguarding against the concentration of power. A well-designed governance system includes clear performance monitoring, transparent reporting, periodic evaluations and defined escalation mechanisms at every level. These ‘fail-safe’ triggers ensure that underperformance or misconduct are identified early and corrected before they escalate into organisational risk.
The appointment of SOE Boards has, at times, attracted public debate on whether factors other than expertise and competence influence selection decisions. Where appointments are perceived to align with prevailing political interests, the implications extend beyond reputation and may affect the integrity of the governance structure itself.
This reality underscores the importance of institutional checks and balances. Parliamentary oversight, including scrutiny from opposition leadership, plays a vital role in ensuring that Ministers responsible for SOEs exercise their shareholder authority within clear ethical and legal boundaries. This form of oversight is less about politics and more about ensuring transparency, accountability and the responsible stewardship of public assets.
When Boards fail to exercise disciplined, independent, and informed supervision, risks go unchecked, strategic drift takes hold, and public resources are left exposed. Governance frameworks may exist on paper, but without effective oversight, they risk becoming symbolic rather than functional. If Botswana is to break the cycle of governance lapses in SOEs, it is imperative to strengthen Board accountability. The question is no longer just what went wrong with executives, but how the Boards entrusted with national assets carried out their oversight mandate.