Corporate governance is not compliance, it is character

AS A YOUNG professional, I walked into my first board meeting armed with a flagged and highlighted board-pack, binders of governance codes and well-studied charters, convinced that compliance was enough.

- Ngobani Mzizi is a professional accountant (SA), a certified director (IoDSA), and an academic.

In my mind, corporate governance was a sophisticated checklist; if we ticked all the boxes of compliance, we were doing a good job. I was wrong.

That illusion shattered when an irregularity came up for discussion. Technically, the issue could have been swept under the rug without breaking any laws.

It took one seasoned director who wisely advised, “Good governance isn't about what you can get away with, but it's about doing the right thing”

At that moment, I realised that governance is not just about compliance, but rather a matter of character.

Too often, boards and executives reduce corporate governance to a narrow, legalistic exercise; obsessing over policies, checklists and ticking off charter obligations. Don’t get me wrong; laws, codes and regulations are essential.

South Africa’s own King IV code encourages organisations to apply and explain principles rather than mindlessly comply = a deliberate shift from tick-box governance to principled decision-making. Yet despite this intent, some leaders still treat governance as a burden.

When governance is approached in this minimalist way, companies might satisfy the letter ofthe rules while violating their spirit.

A company can technically meet all legal requirements and still behave unethically. Character is what fills that gap. It’s the integrity, honesty andmoral courage of leadership that give meaning to all those policies on paper.

True governance means asking uncomfortable questions: “Is this the right thing to do?” rather than just “Is this legal?”