From adoption to adaptation: Making governance frameworks work for Africa

By Nqobani Mzizi

In a fast-evolving world where markets, mandates and morals are shifting, organisations are being called to govern differently. The traditional rule-bound model of governance is increasingly insufficient in the face of systemic risks, stakeholder activism and digital disruption. As governance thinking evolves, new frameworks continue to emerge, each responding to the demand for purpose-driven, context-sensitive leadership. This proliferation of frameworks reflects the increasing complexity and diversity of modern governance challenges.

The Committee of Sponsoring Organizations (COSO) draft Corporate Governance Framework (CGF), released in May 2025, exemplifies this shift, but its relevance to Africa hinges on aligning its structural approach with local realities. Developed with U.S. public companies in mind and globally recognised for its work on internal controls, the framework nonetheless raises critical questions for governance communities worldwide.

In contrast to compliance-heavy codes or board-centric charters, the CGF proposes that governance is not the board’s responsibility alone. It is a system of oversight, culture and controls that must be embedded across leadership, strategy, operations and stakeholder engagement. This represents a conceptual shift, with some alignment to King IV’s view of governance as the exercise of ethical and effective leadership to achieve sustainable outcomes.

This global framework enters an already vibrant African governance landscape, where multiple homegrown initiatives address diverse contexts and needs. South Africa has completed public consultations on its King V draft. Botswana has already developed and implemented a national Corporate Governance Code, now embedded in stock exchange listing rules for Public Interest Entities. Meanwhile, Uganda’s Institute of Corporate Governance is spearheading the development of its first national code, engaging stakeholders across sectors to craft a framework suited to local needs. Each of these efforts reflects a different point in the governance code lifecycle.

Beyond the continent, the ISO 37000 global standard on governance of organisations offers another reference point, emphasising high-level principles of purpose, value generation and stewardship. COSO’s CGF therefore enters a marketplace of ideas, offering structure without necessarily displacing existing guidance.

At the centre of COSO’s CGF is a model comprising six interrelated components, supported by 24 principles. These components are intended to function in concert rather than isolation, reflecting the layered nature of mature governance.

Oversight sets the tone at the top, clarifying how authority, accountability and direction flow throughout the organisation. It covers board structure, delegation to management and the safeguarding of stakeholder rights. Strategy anchors governance in long-term purpose, ensuring decision-making reflects organisational values and outcomes beyond short-term gains. Culture affirms that governance is in separable from behaviour, focusing on leadership tone, values and the lived reality of ethics across the organisation.

People speaks to the role of human capital in governance, emphasising talent alignment, performance, incentives and succession planning that reinforce purpose and accountability. Communication ensures governance is informed and transparent through effective internal and external information flows, fostering trust and enabling oversight. Resilience, the final component, reflects the organisation’s ability to adapt and respond to disruption by integrating governance with risk, internal controls and continuous learning.

While the framework is structurally robust, its practical relevance depends on how it is interpreted and implemented across varying organisational realities and jurisdictions.

The CGF builds on COSO’s earlier work in risk and control frameworks, which may offer continuity for organisations already familiar with those approaches; the InternalControl–Integrated Framework and the Enterprise Risk Management Framework. Governance is framed not merely as an adjunct to control and risk, but as a central organising function influencing strategic coherence and performance.

While King IV remains the primary governance code in South Africa, the COSO Governance Framework serves as a complementary model that reinforces its intent. King IV provides a values-based, principle-driven foundation rooted in ethical and effective leadership, supported by recommended practices. COSO, in turn, introduces a structural and systems-based lens that helps to operationalise these ideals within the organisation.

Where King IV champions outcomes such as transparency, accountability, fairness and responsible leadership, COSO proposes a structural model that aims to embed these values through oversight, strategy, culture and integration into daily operations. Its emphasis on governance as a holistic capability echoes King IV’s insistence that governance be applied in an integrated, outcomes-based manner.

Viewed together, King IV and COSO reflect complementary approaches. King IV emphasises ethical direction, while COSO offers a systems-based structure for implementation.

For African organisations, especially those operating in emerging or complex environments, the CGF’s flexible, non-prescriptive approach may be useful in some contexts. Its principles resonate with key themes in King IV and ISO 37000: outcomes-based governance, stakeholder inclusivity and integrated thinking.

However, COSO’s U.S.-centric origins and its underlying assumption of mature governance infrastructure raise questions about its applicability across diverse African contexts. Many governance environments, whether in State-Owned Enterprises, municipalities, non-profits or segments of the private sector, grapple with informal power dynamics, fragmented oversight and resource constraints. Even well-intentioned reforms can falter where implementation capacity is limited or incentives misaligned.

Without thoughtful adaptation, the CGF risks reinforcing form over substance or overlooking the contextual realities that shape governance on the ground. To gain meaningful traction in Africa, its principles must be interpreted through a local lens, one that accounts for regulatory unevenness, cultural nuance and developmental priorities across both public and private institutions.

Governance breakdowns in Africa often stem from blurred lines between board and executive, among other factors. COSO’s emphasis on role clarity and functional oversight is therefore timely and necessary. Yet African governance challenges are not only about the absence of skills, controls or enforcement. A deeper, less discussed gap may be the lack of a shared governance vocabulary; one that bridges purpose and performance, values and structure and enables accountability to be both principled and practical.

No framework is a silver bullet. Each has a role to play in supporting governance, but their value lies in how thoughtfully they are applied. The success of COSO’s CGF depends on boards tailoring it thoughtfully to local laws, resource constraints and cultural nuances. If adopted, it must coexist with established codes throughout the continent, national listing rules and industry-specific regulations. Ultimately, effective governance requires more than adopting frameworks. It calls for continuous evaluation, adaptation and a willingness to refine practices in response to evolving realities.

As this governance conversation unfolds, I leave readers with four questions to stimulate reflection:

1. Does our framework align purpose with performance in locally relevant ways?

2. Are we investing in culture and values, not just in controls?

3. Do our mechanisms enable real accountability or merely tick boxes?

4. Does our governance vocabulary bridge global standards with local realities?

The answers may well determine whether we are governing for compliance, or for continuity, complexity and change.

* Nqobani Mzizi is a Professional Accountant (SA), Cert.Dir (IoDSA) and an Academic.

** The views expressed do not necessarily reflect the views of IOL or Independent Media.

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