Stewardship and ownership: When directors begin to assume control

By Nqobani Mzizi

A recent conversation with my father and a close friend, unrelated to the idea it sparked, prompted me to reflect on a subtle tension in governance that is rarely discussed directly. It does not arise from negligence or lack of competence. It emerges from good intent, from commitment.

Directors are expected to act as stewards of the organisations they serve. They are entrusted with safeguarding long-term value, exercising judgement and ensuring that the organisation remains sustainable, accountable and well governed. This responsibility is significant, and it is often carried with a strong sense of duty. Yet within that sense of duty lies a risk.

Stewardship, when deeply felt and left unchecked, can begin to resemble ownership.

This shift is rarely explicit. Directors do not consciously decide to move beyond their role. The transition is gradual. It begins with a desire to protect the organisation, to support management and to ensure that outcomes are achieved. Over time, that desire can shape how decisions are approached, how questions are asked and how governance processes are experienced.

The distinction between stewardship and ownership is foundational. Stewards act on behalf of the organisation. They exercise judgement within defined roles, respect governance structures and remain accountable to stakeholders. Owners, by contrast, act with a sense of control and personal authority. Their relationship to decisions is different. It is more direct, more invested and less constrained by formal boundaries.

When directors begin to operate with an ownership mindset, even unintentionally, governance begins to shift.

One of the earliest signs of this shift is how process is perceived. Policies, approvals and governance structures are designed to provide discipline and consistency. They ensure that decisions are made within an agreed framework and that accountability is preserved. Under an ownership mindset, these same structures can begin to feel restrictive. They are seen as slowing progress or complicating what appears to be a clear course of action. In such moments, deviation becomes easier to justify.

Decisions are framed as necessary. Exceptions are made in the interest of efficiency or urgency. Over time, these exceptions can accumulate, gradually reshaping the organisation’s relationship with its own governance framework.

A second effect emerges in how accountability is experienced. Strong governance relies on challenge. Questions are asked, assumptions are tested and decisions are examined. When stewardship shifts toward ownership, this dynamic can change. Challenges may begin to feel misaligned with intent. Scrutiny can be interpreted as resistance rather than responsibility.

The environment becomes less receptive to enquiry.

This reflects a shift in underlying posture rather than a rejection of governance. When directors feel closely aligned with outcomes, distance becomes harder to maintain. Objectivity can be affected, even where commitment remains high.

A further consequence lies in the blurring of roles. Executives, by design, are responsible for the day-to-day management of the organisation. Non-executive directors provide oversight, bringing independence of thought and judgement. This separation is essential. It allows decisions to be tested and ensures that power remains balanced. Where an ownership mindset takes hold, these boundaries can begin to soften.

Executives may operate with increased authority, supported by a board that is more aligned than interrogative. Non-executive directors may find it more difficult to assert independence where decisions are already strongly framed. The board remains formally structured, yet its dynamics shift in practice. This is where governance risk becomes more subtle.

The organisation may appear stable, with reporting continuing, decisions taken and outcomes pursued with conviction. Yet beneath this activity, the discipline of governance begins to weaken. Process becomes selective, challenge becomes less frequent, alignment increases and independent scrutiny recedes.

This pattern has been observed in several well-known corporate failures, though it is rarely described in these terms.

The case of Steinhoff International remains instructive. Executive leadership drove an ambitious growth strategy, supported by complex financial structures and sustained performance expectations. Governance frameworks were in place and reporting was extensive. Yet over time, the gap between reported performance and underlying reality widened. The issue was not simply technical. It reflected a broader environment in which decisions were pursued with conviction, while critical challenges did not always keep pace.

A similar dynamic can be observed in the global case of Enron. Often remembered as an accounting scandal, Enron also revealed a governance environment where executive leadership operated with significant influence, supported by sophisticated narratives and complex structures. The board, while formally constituted, did not consistently disrupt those narratives with sufficient depth. The organisation’s leadership acted with a strong sense of direction, yet the discipline of independent oversight did not fully counter balance that momentum.

In both cases, governance was present in form. The underlying challenge lay in how it was exercised, and that responsibility rests squarely with non-executive directors.

When stewardship begins to drift toward ownership, the responsibility of non-executive directors becomes one of restoring balance through discipline. Their value lies in maintaining distance, asking difficult questions and ensuring that governance processes are upheld even when they appear inconvenient. In such moments, independence shifts from a formal designation to a lived practice.

Non-executive directors are required to remain anchored in their role, particularly when alignment becomes strong and outcomes appear clear. It is precisely in these moments that governance discipline matters most. The ability to hold the line on process, to insist on accountability and to sustain enquiry is what preserves the integrity of the board.

King V reinforces this expectation through its emphasis on ethical and effective leadership, independent application of mind and accountability. The code recognises that governance is defined both by structures and by how those structures are applied in practice. Directors are expected to exercise judgement within a framework that promotes transparency, responsibility and long-term sustainability. Stewardship, in this sense, is grounded in discipline rather than control.

It requires directors to remain conscious of the boundaries of their role, to respect the processes that govern decision-making and to ensure that accountability is not diminished in the pursuit of outcomes. It calls for a posture that balances commitment with objectivity, and involvement with independence.

The challenge is that this balance is not static. It must be actively maintained.

In environments where pressure is high and expectations are significant, the temptation to move closer to the centre of decision-making can be strong. The language of urgency and necessity can reshape how governance is experienced. What begins as responsible stewardship can, over time, take on the characteristics of ownership.

The distinction is subtle, yet its implications are far-reaching. It invites boards to reflect on their own posture:

• Are we exercising stewardship within the discipline of governance, or are we moving toward a position of control?
• Are processes being upheld consistently, or are they adapted in response to immediate needs?
• Is challenge experienced as a contribution to decision-making, or as an obstacle to progress?
• Are we measuring ourselves by governance discipline or by business results alone?

Governance does not fail only through absence. It can also weaken through intention that is not sufficiently examined. The task of the board is therefore not only to act in the best interests of the organisation, but to do so within the boundaries that preserve accountability, independence and integrity. Stewardship remains essential, as does the discipline that defines it.

* 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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