You are in a boardroom at 9:00 a.m. The agenda has about 12 items. Management has prepared diligently, taking time to validate all the numbers, and everything balances. The chief finance officer has rehearsed the capital allocation logic and scenario analysis with best, base and worst cases on hand. All these are inside a thick board paper pack that was shared a week earlier to all directors. However, on the portal, it is clear some directors never opened the pack, let alone clicking on it! The same director walks in late, finds the printed version of the pack on the table, flips it like a man searching for the lunch menu, clears his throat, and dominates the meeting.

Everybody becomes polite. The chair smiles. Management adjusts its language. The company secretary begins to write minutes that sound wiser than what was actually said. That, my friends, is how value destruction enters the room wearing a dark suit.

The dominant but unprepared director is not merely irritating. He is expensive. He increases the cost of governance, slows decision velocity, weakens capital discipline, distorts risk pricing, and quietly reduces return on equity.

Do not call it “robust discussion” when the loudest person has not read the paper. Call it what it is: an unfunded liability. In financial institutions, in particular, this behaviour is even more dangerous. A bank loses value because of bad conversations that obviously lead to high concentration risks, insider lending, bad loans and bad investment decisions. A board that cannot distinguish between informed challenge and abstract questioning will eventually approve the wrong growth, delay the right investment, protect the wrong executive, and punish the right risk officer. Look at the economics.

When directors arrive unprepared, management spends the first hour educating the board instead of obtaining strategic judgement. That hour has a cost. Executive time is expensive. Board time is more expensive. Delayed approval is expensive. A postponed digital investment, a slow credit policy revision, a late branch rationalisation decision, or a timid capital allocation call can cost far more than the board sitting allowance. The meeting looks cheap on the budget line. It is expensive in the strategy account.

The first financial cost is decision latency. In a competitive banking market, speed matters. for example, a bank that takes three board cycles to approve a product repricing decision will lose margin to a competitor that understands customer elasticity and moves in two weeks. When treasury yields shift, cost of funds changes, mobile money behaviour evolves, or non-performing loans start showing early stress, delayed board decisions do not remain in the minutes. They move into net interest margin, fee income, impairment charge, and customer attrition.

The second cost is analytical contamination. An unprepared director often asks questions that sound intelligent but lack context. “Why are we not lending more?” That sounds brave until you look at sector concentration, collateral enforceability, borrower cash flows, provisioning trends, capital adequacy, and risk-adjusted return. “Why is technology spend increasing?” That sounds prudent until you compare it with manual processing cost, cyber exposure, failed transaction rates, customer acquisition cost, and the long-term reduction in cost-to-income ratio. A shallow question can send management into defensive responses and push the board away from the real economic issue.

The third cost is management gaming. Weak board preparation teaches management a bad lesson: do not improve performance, improve presentation. Executives soon learn which director likes big words, which one fears risk, which one enjoys history, and which one can be distracted with a colourful dashboard. The board then receives polished explanations instead of decision-grade insight. The tragedy is not that management hides the truth. The tragedy is that the board trains management on how to hide it.

Last but not the least, is governance discount. Investors, regulators, lenders, development partners, and serious executives can sense whether a board adds value or merely consumes paper. A board that cannot manage its own discipline cannot credibly oversee credit risk, liquidity risk, cyber risk, conduct risk, climate risk, or execution risk. The market may not publish a “boardroom noise ratio,” but it prices it quietly through confidence, valuation, funding appetite, and executive retention. Now, let me be deliberately direct.

Some directors confuse seniority with preparation. They believe experience gives them the right to speak before understanding. That is false. Experience is useful only when it has been updated by current facts. Otherwise, it becomes nostalgia with authority.

The East African boardroom has a particular weakness. We respect age, title, history, and social standing. That is good culture at a wedding. It is poor governance in a capital allocation meeting. In the boardroom, respect must never be allowed to outrank evidence. A prepared director does not speak more, she or he improves the quality of the decision.

If the paper is on credit growth, the prepared director asks about risk-adjusted return, concentration, borrower cash conversion, early warning triggers, collection capacity, sector stress, and capital consumption. If the paper is on technology investment, the prepared director asks about payback period, operating leverage, cyber resilience, integration risk, customer adoption, and the effect on the cost-to-income ratio. If the paper is on strategy, the prepared director asks which choices are being made, which trade-offs are being accepted, which assumptions could fail, and which leading indicators will warn the board before excuses arrive.

So, what must change? After so many years of engaging with elite boards, below are my top 5 must-have changes for your board.

  • Every board paper must open with the financial decision. Not background or history lessons. Not “management wishes to inform the board.” That phrase should be retired with honours. The first page must state the decision required, the capital at stake, the expected value, the downside case, the risk limits, and the consequence of delay.
  • Directors must submit questions before the meeting. Not to embarrass anyone. To improve the meeting economics. A director who cannot submit two serious questions before the meeting has probably not read the paper. If that sounds harsh, good. Governance is not a social club. It is a fiduciary discipline.
  • The chair must control airtime by value contribution. The boardroom is not Parliament. Noise is not participation. The chair must distinguish between clarification, challenge, repetition, and performance. Clarification should be brief. Challenge should be evidence-based. Repetition should be stopped politely. Performance should be starved of oxygen.
  • Management must stop hiding weak thinking in long papers. A forty-page board paper without clear options, numbers, risk trade-offs, and accountability is not analysis. It is fog. In the boardroom, length is not depth. Depth is when the board can see the economic consequence of choosing A over B.
  • The board should introduce a preparation scorecard. Track attendance, pre-read confirmation, quality of questions, contribution to strategic decisions, committee preparedness, and follow-through on assigned actions. What gets measured gets improved. What remains politely unmeasured becomes culture.

Above all, use the boardroom economic discipline test. Ask the following questions:

  1. What financial value is at stake in this decision?
  2. What risk are we accepting, reducing, transferring, or ignoring?
  3. What assumption, if wrong, would damage earnings, capital, liquidity, reputation, or execution?
  4. What is the cost of delay?
  5. Who owns execution, and what leading indicator will tell us early that the decision is failing?
  6. Which director has added insight, and which director has merely added minutes?

That last question is rude only to those who need it most.

The board is not paid to admire management papers. The board is not paid to retell yesterday’s war stories. The board is not paid to dominate microphones. The board is paid to improve the quality of judgment before money, reputation, and institutional trust are put at risk.

So, ladies and gentlemen, the next time a director arrives unprepared and dominates the discussion, do not call it personality. Do not call it passion. Do not call it experience. Call it margin erosion. Clarity before motion. Preparation before airtime. Evidence before ego.

I remain, Mr Strategy