The ethics of silence: when boards choose not to act

By Nqobani Mzizi

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.

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.

In governance terms, silence is the enemy of foresight. It prevents the early detection of risk and undermines the board’s ability to exercise its fiduciary duty. It also violates one of the central tenets of King IV, which calls on governing bodies to ensure compliance is not treated as a tick-box exercise but as an ethical responsibility rooted in accountability and transparency. Principle 13 makes it clear that compliance governance is not only about following laws and regulations, but about fostering a culture where wrongdoing is neither tolerated nor ignored.

When boards choose silence, they weaken their moral authority. Stakeholders expect boards to act as guardians of integrity. When they instead observe hesitation, delay or avoidance, trust begins to erode. This erosion may not be immediate, but it is inevitable. Once lost, stakeholder confidence is far harder to rebuild than it was to maintain.

Corporate history is filled with moments where inaction proved as damaging as misconduct. The story is familiar: early signals are missed, internal concerns are minimised, and governance responses arrive too late.

In South Africa, the long shadow of Eskom’s governance failures shows how board silence can fuel systemic decay. Warning signs about procurement irregularities and political interference were visible long before the crisis became public. Yet few directors spoke with sufficient urgency. By the time investigations and commissions were established, the organisation’s credibility and financial health had already suffered deep wounds.

Internationally, Boeing’s 737 Max crisis serves as another reminder. Technical staff had raised safety concerns, but a culture of fear and deference prevented escalation to the board. When oversight finally came, it was reactive rather than preventative, costing lives, reputation and billions in shareholder value.

In each case, silence was not the absence of information, but the absence of courage.

If silence is so costly, why does it persist? In part, it is because many boards prize unity over honesty. Directors fear that raising uncomfortable truths will fracture relationships or invite retaliation. Chairs may be reluctant to challenge a powerful CEO. Some boards confuse collegiality with consensus, believing that harmony equals effectiveness.

Silence can also arise from misplaced loyalty. Directors sometimes prioritise personal allegiance to executives or appointing authorities over their fiduciary duty to the organisation. In the public sector, this dynamic is even more pronounced. Oversight is often constrained by political sensitivities, leading to cautious or delayed interventions even when evidence of risk is clear.

There is also a deeper psychological factor. Speaking up demands moral courage and self-awareness: the willingness to confront uncertainty, accept conflict and risk being unpopular. Many would rather preserve comfort than challenge power. Yet leadership without courage is administrative, not ethical.

To counter the culture of silence, boards must deliberately cultivate constructive vigilance. This means fostering an environment where questioning is not viewed as hostility, but as commitment to excellence. The chair plays a critical role in this. By inviting dissenting viewsand ensuring psychological safety, they can transform disagreement from a threat into a governance strength.

Formal mechanisms also matter. Ethics committees, whistleblower channels, and independent board evaluations can surface concerns that might otherwise be suppressed. These tools are not bureaucratic burdens, but enablers of transparency. Similarly, regular scenario planning and risk reviews can help directors identify emerging issues before they become crises.

Training in ethical decision-making and emotional intelligence equips directors to navigate tension without avoidance. When boards model courage, accountability becomes cultural rather than procedural.

Ultimately, the opposite of silence is not noise, but integrity. Effective boards understand that their credibility rests not only on what they approve, but on what they question. They know that silence, in the face of wrongdoing, is itself an act of governance failure.

Stewardship requires leaders who will speak when it matters most, even when it is uncomfortable. It demands that directors remember that they hold their authority in trust for others: shareholders, employees, communities and future generations.

Governance is not about preserving comfort but protecting conscience. It calls for courage that transcends fear and for accountability that does not wait for headlines to act.

Boards fail not only when they act recklessly. They also fail when they watch knowingly and say nothing. Silence may preserve relationships in the short term, but it destroys credibility in the long term.

Boards would do well to pause and ask themselves:

• Do we have the courage to raise the difficult questions before it is too late?
• Are our discussions candid enough to challenge complacency?
• How do we balance loyalty with accountability?
• When we choose silence, who ultimately pays the price?

The future of governance will depend not on how loudly boards speak in times of crisis, but on how bravely they act in moments of quiet awareness. Silence, left unchallenged, is the slow undoing of integrity. Ethical leadership begins not with words, but with the willingness to speak them when it matters most.

* 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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