Ghana’s long delays in constituting boards of commercial and statutory state-owned enterprises (SOEs) after a change in government are creating a dangerous power vacuum that threatens the efficiency, direction, and performance of the country’s corporate state sector.
This is a concern by Ghana’s former Minister for Power and Member of Parliament, Dr. Kwabena Donkor, in an exclusive interview with The High Street Journal on the state of corporate governance in Ghana’s public sector.
Drawing from his decades of experience in public service, Dr. Kwabena Donkor says this corporate governance flaw is partly contributing to the woes of state-owned enterprises.
He therefore proposes a number of measures that need to be adopted by the State Interest and Governance Authority (SIGA) to address what he describes as a persistent and structural governance failure that cuts across successive governments.
The Persistent Delays in Reconstitution of Boards
Dr. Donkor’s key concern is the recurring delay in the appointment of boards for state entities following changes in political leadership.
This observation is just anecdotal. Currently, five months into the administration of the new government, many state institutions are without boards, creating a power vacuum.
Many believe this is not a good corporate governance practice, which is touted as the soul of institutions.
“One of the major challenges I have, even as we sit here today, is how long it takes us to compose boards,” he noted. “It’s not just being with this government, the previous government, and governments before. Anytime there’s a change of government, it takes us too long.”
The Consequences of Delayed Board Appointments
The board of directors is the apex decision-making body of any corporate entity, particularly in state-owned enterprises (SOEs), where public interest must be safeguarded.
They are responsible for taking all critical policy decisions and giving directions to all institutions.
The long absence, due to a change in government, Dr. Donkor observes wastes precious time. Without a properly constituted board, entities are unable to make long-term strategic decisions. Approvals for major capital expenditures, corporate restructuring, performance evaluations of executives, and key compliance activities can be delayed or rendered ineffective.
Dr. Donkor warns that this scenario exposes SOEs to administrative inertia, inefficient management, and the risk of misaligned decisions taken without clear governance oversight.
Moreover, delays in board appointments have led to stalled projects, legal grey areas in contract authorisations, and confusion over leadership direction
“In the interim, who takes policy decisions? The policy decisions for corporate organizations are taken by the board. And they don’t have boards. It is not just with this government. We must find a solution to that,” he insisted.
The Solution: SIGA and Parliament Must Act
To prevent this recurring power vacuum, Dr. Donkor proposes legislative intervention. He proposes that SIGA, the body mandated to oversee the governance of state entities, must take this issue up with Parliament.
He proposes that one potential solution could be institutionalizing a transitional arrangement where outgoing boards remain in place until successors are formally appointed. This fills the power vacuum and continues to give these state entities direction even after a change in government
“The State Interest in Governance Authority should take up this issue with parliament. In the interim, when there’s a change in government, what do we do? Especially for those that are companies governed by Act 992. What do we do? It’s a challenge the Ghanaian state must take up,” he bemoaned.
He recommends that, “We must come to some arrangements that possibly the old board should stay until a new board is constituted. That may also put some pressure on the new government to constitute the boards early. We cannot leave our corporate bodies just like that.”
The Appointment of CEOs Without Boards
Dr. Donkor also touched on another growing anomaly in state enterprise governance where the appointment of Chief Executive Officers (CEOs) is made before boards are constituted.
While acknowledging that this is “not that bad” if the board later imposes strict performance targets, he insists that it is not ideal.
“It’s only the board that can confirm your appointment,” he stressed. “You’re only acting. So the board can decide that this person is not up to the job.” This raises concerns about legitimacy, effectiveness, and checks and balances in leadership appointments.
He suggested that, once appointed, CEOs should be placed on short-term contracts. He proposes a one or two-year contract with clearly defined performance indicators. “Give them a one- or two-year contract. When you perform, they renew the contract,” he said, adding that some ministers are already leaning toward this thinking to ensure performance-driven leadership rather than politically secured tenures.
The energy, mining, and corporate governance consultant argues that the continuous delays in board constitution are not simply administrative oversights. He believes they represent a breakdown in governance that risks undermining the very institutions meant to drive national development.
The challenge, as he put it, is not partisan but systemic. It is a national issue that requires bold legislative reforms and institutional accountability. He is urging SIGA and Parliament to move to address the gap to ensure continuity, professionalism, and transparency in its state-owned enterprises.
