What boards see, what they hear and what never reaches the table

Nqobani Mzizi

Board governance is, by design, an exercise in distance. They do not sit inside the organisation’s operational systems. Instead, they govern through information. What boards see and hear are already mediated by layers of interpretation and selection. Behind that visible information lies a deeper organisational reality that often never reaches the table at all. This gap between what is presented and what is real is a core governance risk because boards remain accountable for outcomes that emerge from precisely those areas they do not observe directly.

What boards see is usually formal, structured and deliberate. Board packs are designed to be comprehensive yet concise, presenting performance through agreed dashboards and framing risk in relation to appetite and assurance expectations. These artefacts matter because they enable boards to discharge oversight responsibilities efficiently. Yet they also reflect design choices about what deserves attention. Those choices determine which aspects of the organisation are visible and which remain obscured. Indicators seldom capture the fragility that exists beneath the surface.

What boards hear adds another layer. Alongside the data comes interpretation. Management explains why results look the way they do, contextualises variances and frames risks as managed, contained or under review. Language plays a powerful role. Optimism can soften concern. Confidence can crowd out curiosity. A coherent narrative can feel reassuring, particularly when it aligns with favourable outcomes. Boards rely on narrative out of necessity, as trust between board and management underpins effective governance.

Yet narrative introduces subjectivity. Two executives can present the same set of facts very differently. Tone, emphasis and timing shape how information is received. Over time, familiar explanations can harden into accepted truths, especially during periods of stability. This is not a theoretical risk. The distance between boardroom data and operational reality has proven fatal.

The global experience of Boeing in the period preceding the 737 MAX crashes illustrates this danger starkly. Boards and regulators received regular safety reporting and compliance assurance. On paper, systems appeared robust. What did not reach the board with sufficient clarity were deeper concerns about engineering culture, internal pressures and the cumulative impact of design compromises. Engineers raised issues, but those concerns were diluted as they moved through organisational layers. What the board saw was compliance. What it heard was confidence. What it did not receive with urgency were the systemic warning signs. The consequences were catastrophic.

Closer to home, the Steinhoff collapse provides another sobering example. For years, financial statements and audit opinions conveyed an appearance of legitimacy. The board saw formally approved numbers and heard technical explanations that framed complexity as sophistication. Yet deeper irregularities, once exposed, revealed sustained obfuscation and delayed escalation. Questions had been raised internally and externally, but they did not reach the board in a way that prompted decisive intervention. By the time the full truth emerged, options were limited and the damage irreversible.

In both cases, the issue was not the absence of information in absolute terms. It was the failure of certain information to travel far enough, quickly enough and clearly enough. Organisations are adept at filtering, often without malicious intent. Managers make judgement calls about what constitutes board-level material, what needs more evidence and what can be resolved internally. During stable periods, escalation can feel unnecessary.

Raising concerns may be perceived as alarmist or disruptive. Over time, people stop pushing information upward.

Even well-intentioned boards are vulnerable to this dynamic. What is escalated has already passed through management’s judgement about relevance and timing. This introduces invisible selection bias. Only when a problem becomes undeniable does the fuller picture surface. At that point, the board’s role shifts from oversight to damage control.

What never reaches the table includes a wide range of signals that remain trapped in the organisation’s informal channels. These include employee unease, control workarounds, isolated operational concerns, early symptoms of cultural strain and recurring system failures that are fixed quickly but never fully examined. They live in corridor conversations, in emails that are never escalated, in informal exchanges with client-facing teams who learn to compensate for upstream weaknesses. These are the soft signals that are difficult to quantify, harder to escalate formally and often discounted in favour of harder metrics.

Governance accountability does not wait for perfect evidence. Directors are judged, legally, morally and publicly, on what they ought reasonably to have known and whether they acted once uncertainty began to emerge. Regulators and inquiries rarely accept reassurance as a defence. They examine whether early signals were visible, whether probing questions were asked and whether action was taken while there was still room to intervene.

This structural vulnerability cannot be eliminated, but it can be managed. Boards must act deliberately to narrow the gap. This can be done in several ways:

First, boards need to instill constructive discomfort around information flows. When reporting feels orderly and explanations align neatly, that should prompt inquiry rather than ease. Boards should periodically ask what is missing from the picture and why. They should challenge assumptions about thresholds, escalation criteria and report design, recognising that absence can be as informative as presence.

Second, effective oversight requires multiple lines of sight. This includes independent assurance, direct engagement with second-line functions such as risk, audit and compliance and periodic interaction with managers and employees who are not part of the usual reporting chain. These alternative perspectives can surface issues that formal reporting abstracts away.

Third, repeated deferral deserves scrutiny. Persistent postponement of an issue often signals internal discomfort, uncertainty or avoidance. When items are continually pushed forward because there is “not enough data yet”, the pattern itself becomes a signal worth examining.

Fourth, safe escalation must be actively reinforced. This requires making it clear, throughout the organisation, that raising concerns is expected and will be received without penalty. Directors can reinforce this by personally acknowledging early warnings, inviting dissenting views and ensuring that control function leaders have direct access to the board without unnecessary intermediation.

Finally, the gap between data and narrative warrants routine examination. A polished explanation and confident delivery are not the same as understanding. Directors need to distinguish between certainty reflected in numbers and interpretation conveyed through narrative. Effective governance depends on curiosity about both.

Boards do not need to micromanage. They do need to recognise that what never reaches the table may be the earliest and most significant signal of all. What boards see and hear in formal meetings is only part of the truth. What remains unseen, unheard and unspoken often shapes outcomes long before failure becomes visible. Recognising and narrowing that gap is one of the most important governance responsibilities boards carry today.

* 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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