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What boards signal without saying anything in the boardroom

CORPORATE GOVERNANCE

Nqobani Mzizi|Published

Most directors would reject the idea that silence is instructive. Yet when a troubling issue is raised and met with minimal response, the message is received clearly, sats the writer.

Image: Freepik

By Nqobani Mzizi

Boards tend to think of culture as something they oversee through policies, codes and periodic reports. Yet culture is shaped just as powerfully by what boards do not say as by what they declare. Every meeting, every agenda and every reaction sends a signal. Silence is not neutral. It teaches the organisation what matters, what is tolerated and what is safest left unspoken.

Boards signal culture through attention. What is questioned at length communicates priority. What is rushed communicates discomfort. What is acknowledged once and never revisited communicates closure, whether the issue was resolved or not. Over time, these patterns form an unspoken language. Management and employees learn quickly what the board truly cares about through its behaviour.

This signalling is often unintended. Most directors would reject the idea that silence is instructive. Yet when a troubling issue is raised and met with minimal response, the message is received clearly. It may be that the board is unsure how to engage, that evidence is incomplete or that time is short. But the organisation does not see uncertainty. It sees indifference or avoidance. Silence becomes interpretation.

One of the most powerful signals boards send is how they respond to bad news. Calm inquiry signals openness. Visible irritation signals inconvenience. Defensive reassurance signals discomfort. When negative information is met with impatience or procedural deflection, future disclosures become more guarded. Management learns how much candour is welcome. Culture adjusts accordingly.

The same applies to ethical unease and behavioural concerns. These rarely arrive as clear breaches. They come as patterns, fragments and discomfort. When boards listen carefully, ask clarifying questions, and resist premature closure, they signal seriousness. When they acknowledge concerns but move on quickly, they signal tolerance. Over time, tolerance becomes permission.

Where this dynamic becomes most revealing is when silence is broken.

Dissenting views are often described in boardrooms as healthy and necessary. In theory, challenge is welcomed. In practice, dissent that disrupts a comfortable narrative is frequently frowned upon. It may be labelled unhelpful, negative or not constructive. It may be tolerated briefly, then sidelined. Sometimes it is met with visible discomfort. Other times it is neutralised through process, referred to committee or deferred pending more information that never quite arrives.

What ultimately matters is whether dissent is received without consequence.

When a dissenting view is subtly penalised, silence becomes the safer option. Directors learn what kind of challenge is acceptable and what kind is risky. The signal is absorbed by the board and quickly picked up by management watching closely. If disagreement is met with impatience or marginalisation, alignment becomes the dominant value. Harmony is elevated over honesty.

This is how boards shape culture without issuing a single directive. The consequence is subtle but far-reaching. The same cultural dynamics that erode board governance quietly compromise internal controls, ethical behaviour and accountability long before failure becomes visible. They permeate the organisation through management behaviour, reporting tone and internal escalation practices.

The effect is cumulative. Over time, fewer uncomfortable questions are asked. Concerns are framed more cautiously. Issues are raised later and with more evidence than necessary. Early warnings are softened to avoid friction. The board may feel cohesive and efficient, yet it has unintentionally created an environment where truth arrives late.

It is important to be clear that this is an argument for disciplined, purposeful challenge rather than constant opposition or theatrical confrontation. The issue is not disagreement itself, but the response to it. When boards react defensively to challenge, they teach the organisation that raising concerns carries personal cost. That lesson travels fast.

Boards also signal culture through what they tolerate. Strong performance can excuse behaviour that would otherwise be questioned. Aggressive conduct, ethical grey zones and dismissive leadership styles are often rationalised when results are favourable. Tolerance in these moments sends a powerful message about what truly matters. Culture is reinforced through behaviour that is allowed to continue, regardless of what is written on paper.

Equally telling is what boards walk past. Issues acknowledged but not pursued. Patterns noted but not addressed. Complaints received but quietly parked. Each instance signals boundaries. What is walked past today becomes normal tomorrow.

This tolerance is often etched into the agenda itself. Items placed late, rushed or routinely deferred signal lower importance. Issues repeatedly framed as operational signal disengagement. Over time, management adapts its reporting to match what it believes the board wants to see. Culture aligns with attention.

This is why tone at the top is often silent. It is set less through speeches and more through reactions. How boards listen, interrupt, probe or move on communicates far more than formal statements. Tone is inferred from behaviour far more than from declared intention.

There is also an inward dimension to this signalling. Boards are not immune to their own dynamics. The desire for collegiality, the comfort of consensus and the avoidance of awkwardness can all suppress challenge. During periods of calm, these tendencies are reinforced. Smooth meetings feel productive. Agreement feels effective. Silence feels efficient. But this very efficiency can mask a profound fragility.

Boards that wish to understand the culture they are shaping must be willing to observe themselves. How is dissent received in practice, not in policy. Who speaks, who hesitates and who is interrupted. Which issues generate curiosity and which generate closure. These patterns reveal more than any survey.

Leadership at board level matters deeply. Chairs play a central role in moderating tone and making space for challenge. Simple behaviours such as inviting alternative views, acknowledging discomfort and resisting premature conclusions can change the signal dramatically. When dissent is absorbed rather than deflected, the message is clear that honesty is valued over alignment.

Principles based governance frameworks reinforce this responsibility. King V does not prescribe behaviour. It elevates culture from a secondary consideration to a core governance outcome. In this sense, King V expects boards to model culture consistently through how authority is exercised and how challenge is handled.

Technology and reporting sophistication do not dilute this responsibility. If anything, they heighten it. Dashboards and summaries can create an illusion of clarity, but culture operates beneath the metrics. Silence and dissent are not captured in charts. They are experienced in rooms.

Ultimately, boards should remember that they are always teaching. They teach through questions asked and not asked. Through reactions and non-reactions. Through what they tolerate and what they challenge. Through how they treat those who speak when it would be easier not to.

Culture is shaped by signals sent, with many of the most powerful signals silent.

Boards that recognise this have an opportunity to lead more consciously. This requires looking beyond outcomes to behaviour, examining process alongside performance and paying close attention to how disagreement is handled.

Good governance extends beyond what boards decide. It is also about what boards signal, often without saying anything at all.

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

Image: Supplied

* 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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