The seat of power: Why chairperson appointments define governance integrity

By Nqobani Mzizi

Few roles in governance carry more symbolic and functional weight than that of the board chairperson. They are expected to steward the board’s independence, manage its dynamics and serve as a principled intermediary between executives, stakeholders and oversight bodies.

And yet, when the process of appointing a chairperson becomes opaque or politicised, it risks undermining the very integrity the role is meant to uphold.

Though arising in vastly different contexts, one in a listed financial institution, the other in State training entities, recent controversies in South Africa surrounding chairperson appointments have revealed a common vulnerability: when power over these appointments is exercised without transparency or accountability, it threatens the legitimacy of governance itself.

The chairperson of a board is not merely a ceremonial figure. King IV describes the role as fundamental to “setting the ethical tone” and ensuring “effective functioning of the board”. The chair leads the board, facilitates engagement, ensures balanced debate, and acts as a trusted guide on matters of governance, strategy and risk. The chair must be independent, capable and committed to ethical leadership.

The Companies Act of South Africa (Section 66) allows companies broad discretion in how they constitute boards, but King IV’s Principle 7 provides clearer direction: the chairperson should be an independent non-executive director, free from conflicts of interest. The rationale is sound: a board cannot hold management to account if its leadership is compromised or beholden.

In the Sipho Pityana case, the North Gauteng High Court found that the South African Reserve Bank’s Prudential Authority (PA) acted unlawfully by interfering in the process to nominate him as chairperson of the Absa Group. The court held that the PA, by engaging in informal and opaque discussions with Absa, and raising prior, untested allegations, had exceeded its mandate under the Banks Act and denied Pityana his right to procedural fairness.

This judgment is about more than legal overreach. It raises a fundamental governance concern: when regulatory authorities bypass transparent and lawful procedures, they risk becoming gatekeepers rather than guardians.

The independence of board appointments must be upheld, not just from political interference but also from regulatory discretion exercised without due process. Otherwise, credible and qualified individuals can be sidelined without recourse, weakening both institutional trust and governance legitimacy.

On the other end of the spectrum is the controversy surrounding the appointment of the Sector Education and Training Authority (SETA) board chairs by Higher Education Minister, Dr Nobuhle Nkabane. Despite SETAs being critical for skills development, their governance has often suffered undue interference.

In this latest case, individuals reportedly aligned with politically influential networks were handpicked without transparent processes or demonstrable governance credentials.

Following public enquiries, Parliament’s Portfolio Committee on Higher Education raised alarms, demanding accountability for appointments that appeared to have flouted the basic tenets of governance. Although the minister has since withdrawn the appointments, the reputational and institutional damage is already done.

Further controversy surrounded the selection panel, which reduced over 500 applications to a disputed shortlist of 21, several of whom had strong political ties.

While the question of competence and independence lingers, the appointment of chairpersons based on allegiance rather than merit raises concerns of institutional capture and erosion. This perception disincentivises ethical leadership and discourages independent directors from serving.

Worse, it signals that governance can be gamed, and that the boardroom is a reward for loyalty, rather than a forum for oversight.

These cases remind us why King IV places such emphasis on the composition and leadership of governing bodies. The independence of the chairperson is not optional. It is foundational to the credibility of the board and its ability to serve the organisation’s purpose, oversee strategy and govern risk.

King IV further recommends that the nomination process be “formal, considered and transparent”, involving a nomination committee that evaluates candidates against a defined skills matrix, independence criteria and leadership capability. Anything less risks populating the board with individuals selected for alignment rather than governance fitness.

Complementing this, Principle 6 of King IV calls for the board to be appropriately constituted with the right balance of skills, experience, diversity and independence, ensuring objectivity in decision-making.

Principle 1 reinforces that governance must be exercised in the interest of ethical and effective leadership, including resisting the temptation to use board appointments for private, political or factional ends.

The real test of governance is not just in ticking the boxes but in doing what is right when it is inconvenient. It is about creating conditions where board members can govern without fear or favour. If those in the chairperson role are captured or compromised, the board is weakened from the top.

Chairpersons must not only be skilled and independent. They must be trusted stewards of the board’s collective conscience. They must create space for challenge, dissent and deliberation. This means resisting pressure from appointing authorities, whether regulators, politicians or powerful shareholders.

If board leadership is compromised, governance becomes performance art. The chair’s influence on tone, accountability, strategic direction and ethical conduct is too significant to be left to chance, politics or personal networks. A chairperson should not be appointed because they will go along with the status quo, but despite the fact that they may disrupt it.

Sound governance requires chairpersons who are not only competent and compliant but also courageous and principled. It demands appointment processes that are above suspicion and beyond manipulation.

Whether in the private sector, public entities or non-profit organisations, the chairperson’s seat must remain sacred and reserved for those who are governance fit.

As we reflect on these two cases, boards and shareholders must ask themselves:

• Is our chairperson genuinely independent and objective, or merely compliant?
• Do our appointment processes stand up to public scrutiny?
• Are we equipping our board leaders with the courage to challenge or selecting themto conform?
• How does the manner of a chairperson’s appointment affect the board’s ability togovern ethically?

Because when the process fails, and independence is lost, it is not just one appointment that suffers. It is the integrity of the entire board, and the trust of those they serve.

* 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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