IoDZ Blasts Board-to-CEO Transitions as “Shameless Corporate Power Grabs”
The Institute of Directors of Zambia (IoDZ) has issued a searing condemnation of what it describes as a “dangerous and unethical pattern” in Zambia’s corporate landscape, where Board Chairpersons and Directors are resigning from their oversight roles only to take up the position of Chief Executive Officer (CEO) in the same organizations they were meant to govern.
The statement, released on 10th June, was directed at recent transitions involving state-linked entities such as the Zambia Tourism Agency, Zambia Railways Limited, the Cotton Board of Zambia, and most notably, ZCCM – IH.
In an official press release, IoDZ President Miriam M.A. Chiyaba did not mince words. She decried the practice as a “serious violation of acceptable corporate governance principles and a breach of ethical leadership standards,” arguing that it poses a grave threat to the independence, accountability, and integrity of institutions that already face public trust deficits.
According to IoDZ, such transitions amount to marking one’s own exam. A Board Chairperson, tasked with providing independent oversight and strategic direction, should never transition into a role that reports to the very board they previously led. “When a Chairperson crosses over to execute a strategy they designed, the result is compromised impartiality, distorted power dynamics, and a collapse in fiduciary checks and balances,” the statement read.
The institute further warned that the practice violates multiple legal and ethical standards. It cited Article 8(e) of the Constitution of Zambia (Amendment Act No. 2 of 2016), which enshrines good governance and integrity as national values meant to guide state institutions. The IoDZ stressed that such transitions undermine these constitutional pillars and erode Zambia’s democratic and economic progress.
Also cited was Clause 17 of the LuSE Corporate Governance Code, which explicitly mandates the separation of the roles of Chairperson and Chief Executive Officer. IoDZ questioned why institutions are blatantly ignoring this guideline, stressing that these roles must be held by separate individuals to prevent concentration of power and preserve oversight independence.
In addition to the legal implications, the Institute expressed serious concern about fiduciary misconduct. The Companies Act No. 10 of 2017 requires directors to act in good faith and avoid conflicts of interest. By transitioning directly from a board leadership role to an executive one without transparent competition, these individuals may be abusing their privileged positions for personal gain.
IoDZ’s statement also referenced the Auditor General’s 2023 Report, which exposed that some boards had exhausted their entire annual governance budgets within the first quarter of the year. This alarming trend, the Institute said, is symptomatic of a broader culture of entitlement and financial recklessness in public sector governance.
Reactions to the IoDZ’s statement have been mixed but intense. Some governance experts have applauded the Institute’s bold stance, agreeing that the trend represents a gross betrayal of public trust and a systemic failure in ethical leadership. “This is how corruption begins through quiet conflicts of interest that go unchallenged,” one governance commentator stated.
However, others have called for greater consistency from the Institute. Critics have pointed to the Bank of Zambia Governor, who holds both the positions of Chairperson and CEO under the current legislation. “If IoDZ wants to be taken seriously, they must apply their standards across all institutions not selectively,” argued one stakeholder.
Some professionals have also defended Chair-to-CEO transitions under specific circumstances. “Internationally, this isn’t unheard of. The issue isn’t the move itself, but the lack of transparency and process. If there was an open, merit-based recruitment, the concern would be much less,” said one governance analyst.
Despite the debate, IoDZ made its expectations clear. The Institute demanded that regulators, institutional investors, and shareholder bodies take decisive action to prevent such unethical transitions. It also called on boards to adopt transparent, merit-based succession plans that promote professionalism and accountability.
Furthermore, IoDZ urged the appointing authority to immediately review the recent appointment of the CEO at ZCCM – IH, stating that the appointment sets a dangerous precedent for governance in Zambia’s strategic national assets. “Zambia cannot afford boardroom decisions that compromise public trust and institutional credibility,” the statement said.
The IoDZ also reaffirmed its commitment to strengthening governance culture through advocacy, capacity-building, and public accountability. “We are ready to work with all stakeholders committed to restoring confidence, integrity and professionalism in Zambia’s corporate leadership,” it added.
Other voices in the governance and business community have emphasized the delicate nature of CEO and board relations. “The relationship between a CEO and Board Chair is supposed to be one of mutual respect and accountability. When those lines blur, the organization suffers,” noted Dr. Lubinda Haabazoka, who joined the public discussion with a brief but firm message: “The Board Chair should not eye the job of CEO. Full stop.”
Ultimately, the IoDZ’s strong words have set the tone for what may become a pivotal moment in Zambia’s corporate governance discourse. The question now is whether regulatory authorities and institutional stakeholders will act decisively or continue tolerating governance practices that threaten transparency, professionalism, and public confidence.
June 10, 2025
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