THE ethics of silence: when boards choose not to act

IN GOVERNANCE, silence is rarely neutral. It is a decision, and one that shapes the moral character of leadership. The most dangerous failures in boardrooms do not always come from the wrong actions of leaders, but from their refusal to act when duty demands it. Silence, like ego, has a governance cost. It corrodes accountability, weakens oversight and allows risk to grow unchecked beneath the surface.

- NQOBANI MZIZI

Every board faces moments when silence seems easier than confrontation. A director notices a recurring issue in audit findings but says nothing. A chair senses executive overreach yet avoids raising it to preserve harmony. The intention may be noble, but the outcome is not. When boards choose not to act, they drift from stewardship toward complicity.

Inaction often hides behind professionalism. It wears the language of prudence, diplomacy or “waiting for the facts”. Yet behind these phrases lies a quiet failure of courage. Board silence can take many forms: ignoring early signs of ethical misconduct, postponing difficult conversations about leadership performance, or overlooking patterns of poor compliance. Sometimes it appears as passive acceptance of the status quo, where directors assume someone else will speak up.

This inertia is rarely the fault of one person. It is the product of what can be called collective complacency. Each director sees the problem, but none takes the first step. The board as a whole becomes paralysed, mistaking politeness for professionalism. Over time, that silence hardens into a culture where speaking up feels disruptive rather than responsible.

The cost of silence is cumulative. Small lapses go unaddressed until they become institutional. Early warning signs from internal audit are filed away. Employee grievances remain unresolved. Ethical breaches are dismissed as isolated events. By the time the board acts, the issue has evolved into a crisis. Such silence not only undermines governance but exposes the organisation to severe financial losses, reputational damage and potential legal liabilities, as risks escalate unchecked.