We’ve established two problems so far in Part 1 and Part 2 of this series: board directors often hesitate to speak up, and recruitment processes filter out those most willing to challenge. But the third issue may be the most corrosive: when boards fail catastrophically, directors often face almost no consequences.

Weak accountability attracts the wrong people. When board service is lucrative, prestigious, and essentially consequence-free, it can have a tendency to attract people who want the benefits without the responsibility.

Weak accountability incentivises risk-taking by management. CEOs know that even if aggressive strategies fail, the board faces minimal consequences. This shifts organisational behaviour in unhealthy ways.

Weak accountability prevents board renewal. Why would a failing director step down if there’s no pressure and potentially another board seat waiting? Poor boards stay poor because there’s no mechanism to force change until after disaster strikes.

Weak accountability erodes trust. Employees, shareholders, and the public see directors walk away from catastrophes with wealth and reputations intact; it feeds cynicism.

Personal Liability That Bites

Directors should face meaningful personal financial consequences for clear governance failures such as ignoring repeated warnings, approving implausible accounts, or overseeing an organisation without basic risk controls. These consequences should not be covered by insurance so that accountability is real rather than symbolic.

When boards fail, findings should be publicly accessible and directors named. Not buried in legal filings that few read, but in accessible databases that nomination committees can check. If you presided over a serious governance failure, future boards have a right to know. Accountability reviews should carry real consequences and influence directors’ future opportunities.

Directors from failed companies should face a structured pause before joining another board. This is not about permanent exclusion; it is about learning, reflection, and allowing investigations to conclude. The director should expect to be under increased scrutiny at interview for their next board role and demonstrate clear learnings from previous ‘failures’.

Shareholders need better mechanisms to remove underperforming directors. It should not require nuclear options like proxy fights. It should be easier to vote against directors who aren’t pulling their weight.

If a company collapses within a certain period after a director has been paid fees, those fees should be subject to clawback. It is unreasonable for directors to profit financially while presiding over mismanagement that leads to collapse.

Implementing such provisions requires careful definition of causality and timing, and enforcement can be legally and practically complex. There would need to be a balance between holding directors accountable and maintaining an environment where qualified professionals are willing to serve on boards.

In-house governance and legal leaders are often the only people in the organisation with the independence, expertise, and professional obligation to call out governance failures. The Company Secretary or governance professional sits at the centre of board process and information flow, and is uniquely positioned to ensure that decisions are properly scrutinised, documented, and challenged where necessary. General Counsel also need engagement with the board, protection from retaliation, and support to escalate issues for board attention.

But they need safeguards to do so, including whistleblower protections and a culture that allows them to raise concerns without jeopardising their careers.

Governance professionals and General Counsel should also advocate for stronger accountability mechanisms: supporting shareholder resolutions that strengthen director accountability, pushing for clawback provisions, advocating for mandatory post-failure reviews, and ensuring board minutes accurately reflect dissent and concerns raised. Boards need the wisdom to listen, and they need to empower their Company Secretary and General Counsel to act.

Facing the Facts

Reform will not happen easily. It requires legislative change, regulatory courage, and shareholders willing to demand accountability. The current system serves too many powerful interests who benefit from consequence-free governance.

Corporate governance failures will continue in predictable and preventable ways, until we address the trilogy of problems: the courage gap, flawed recruitment, and the accountability vacuum. The silence in boardrooms will continue because speaking up carries risk and staying quiet carries none. Conformity will remain the default because that’s comfortable and challenge is not. And the accountability vacuum will persist because the people with the power to fix it benefit from the current system.

What Needs to Change

1. Consider what the role is.

Non-executive directors are not there to be supportive advisors or strategic cheerleaders. Their primary job is to be scrutineers, provide oversight, challenge, and long-term stewardship. Boards need to say this explicitly and mean it.

2. Make challenge a visible expectation.

Chairs should actively invite dissent, slow discussions when consensus forms too quickly, and protect minority views. Healthy tension is a sign of a functioning board, not a failing one. If a challenge is absent, the Chair should treat that as a problem to solve.

3. Recruit for behaviour, not just background.

Boards should stop assuming courage comes bundled with experience. Recruitment should assess how candidates behave when they’re uncomfortable, outnumbered, or unpopular. A demonstrated willingness to challenge matters more than polish, pedigree, or familiarity.

4. Limit overload and protect thinking time.

Directors need space to prepare properly and form independent views. Overcommitted boards, particularly overboarding, deliver shallow oversight. Time is a critical governance control rather than a luxury.

5. Take board effectiveness seriously .

Board effectiveness reviews should focus less on process and more on behaviour. Who speaks? Who doesn’t? How is dissent handled? Does the board genuinely challenge management, or does it defer? If evaluations don’t surface uncomfortable truths, they’re wasting everyone’s time.

6. Strengthen accountability after failure.

When governance breaks down, it should be visible. Boards should be examined openly, and directors should expect to explain their role, their decisions, and what they learned. Quiet exits and rapid reappointments only reinforce bad behaviour.

7. Treat governance as a living system.

Boards cannot ‘set and forget’ effectiveness. Culture drifts. Dynamics harden. Power accumulates. Chairs and directors need to actively rewire how the board operates as the organisation and its risks evolve. Until boards reward courage, recruit for challenge, and face real consequences when they fail, the same patterns will repeat. Different companies. Same outcomes.

Boards don’t fail because the rules are unclear. Instead, they fail because silence is easier than speaking up and silence carries no consequences.

Disclaimer: This post features insights from a guest author. Elevate occasionally invites select industry voices to share their perspectives on topics of interest to our audience. The views and opinions expressed are those of the author and do not necessarily reflect those of Elevate.