Most organisations today don’t suffer from a Lack of Governance Frameworks.
They suffer from a lack of Governance Courage.

In Namibia, we often hear that the NAMCODE is Outdated, Misunderstood, or too Idealistic. That’s rarely true. NAMCODE is NOT broken. The problem is how it is used.

Or more accurately, how it is Performed.

NAMCODE, derived directly from King IV, was never intended to be a Checklist, a Report Section, or a Defensive Shield. It was designed as a Decision-Making Lens. A way for boards to govern when choices are Uncomfortable, Political, or Costly.

Yet in practice, governance has quietly become something else entirely.

The Illusion of Being Well-Governed

If you spend enough time around the Executive table or Boards, you will start to notice a pattern.

• The Policies Exist.
• The Committees are in Place.
• The Disclosures look Polished.
• The Language is Impeccable.

And yet, the Same Problems Repeat.

The Same Audit Findings Return.
The Same Cultural Issues Linger.
The Same Operational Risks Surface, Again and Again.

• On Paper, the Organisation looks Governed.
  In Reality, it often ISN’T.

This is the first Uncomfortable Truth: Good Governance does NOT show up in documents first. It shows up in the decisions being made.

Principles-Based Codes Make Poor Hiding Places

NAMCODE, like King IV, is Principles-Based by design. That was Intentional. Principles force judgement. They remove the comfort of Rule-Following and place responsibility squarely on Human Behaviour.

But that strength is also where Misuse Creeps in.

When a board treats a Principles-Based Code like a Rules-Based Checklist, Governance becomes Cosmetic. The focus shifts from Outcomes to Evidence of Compliance. From asking “Are we governing well?” to “Can we prove we complied?”

• The result is Governance that Looks Correct but Behaves Poorly Under Pressure.

How Misapplication Quietly Takes Root

Across SOEs, Public Entities, and Private Companies, the patterns are strikingly similar, only the motivations differ.

It’s evident, that in some Organisations, Governance becomes a Shield. Almost a way to survive scrutiny rather than Improve Decisions. Policies are pointed to after failure, not used before it.

In others, Governance becomes a Comfort Blanket. Committees exist, but Challenge Disappears. Independence is Declared, but Never Tested. Consensus Replaces Judgement.

And sometimes or maybe I should say ‘’in most instances’’, Governance becomes Decoration. Annual Reports improve while Internal Controls decay. Language Evolves faster than Behaviour.

The most dangerous version is when boards believe that because Governance Exists, Governance Works.

Independence on Paper, Loyalty in Practice

One of the Quiet Failures of Governance is how Independence is Interpreted.

Meeting Independence Criteria does not Guarantee Independent Thinking.

• Titles DO NOT create courage.
• Numbers DO NOT replace judgement.

I’m sure, many will agree with me that in too many Boardrooms, Challenge is seen as Disruption. Discomfort is treated as Disloyalty. And Silence becomes a Survival Strategy.

When that happens, Governance is NO longer about Stewardship. It becomes about Maintaining Harmony, often at the expense of Accountability.

When Risk Registers Stop Influencing Decisions

Risk is another area where Governance Often Collapses Quietly.

• Risk Registers Are Prepared.
• Heat Maps Are Reviewed. And then… 
• Nothing Changes.

Budgets don’t Shift.
Priorities don’t Adjust.
Incentives don’t Realign.

Risk becomes an Artifact, not a driver of Decision-Making.

When Risks don’t shape how Capital is Allocated, how people are Deployed, or what Trade-Offs Are Accepted, then Risk Governance is Symbolic, NOT Real.

SOE’s, Public Entities, and Private Companies: Same Code, Different Drift

In SOE’s – Governance is often expected to Act as a Buffer between Political Pressure and Operational Reality. When Applied well, it Protects Public Value. When Misapplied, it becomes a Justification Tool, used after the fact to Explain Decisions that were never truly independent.

In Public Entities – Governance should Anchor Legitimacy and Trust. Instead, it can Devolve into Administrative Formality, where Process Exists but Consequence Does Not.

In Private Companies – Especially founder-led or closely held ones, Governance is either Ignored entirely or Adopted Performatively simply just to satisfy Banks, Investors, or Regulators. without ever changing how power is exercised.

Different Contexts. Same Underlying Issue.

The Great Misunderstanding

Many Boards still believe Governance exists to Limit Performance.

However, NAMCODE says the Opposite.

• Governance exists to Enable Performance Responsibly.

It is meant to:

• Sharpen Decisions, not to Slow Them Down.
• To Surface Tension, not Suppress It.
• To Protect Long-Term Value, not Short-Term Comfort.

When Governance is reduced to Control, Fear Follows.
When Governance is used as a Compass, Clarity Follows.

The Questions That Reveal Everything

You don’t need a New Code to know whether Governance is working. You need Better Questions.

I Challenge all of us to Ask Ourself, Honestly:

• Has NAMCODE Changed how we decide When Outcomes Are Uncertain?
• Has it Influenced who gets Held Accountable, and Who Doesn’t?
• Has it Strengthened our Willingness to Confront Poor Performance, even when it’s Uncomfortable?
• Has it Altered Power Dynamics, or Simply Documented them?

And perhaps the most telling Question of all:

Has Governance Changed our Behaviour when it would have been easier not to change at all?

If the answer is NO, then what you have is not Governance. It’s Theatre.

A Final Reflection

For those who don’t know, there has been no formal announcement that King IV is being replaced.

The King Committee has repeatedly emphasized that:

• Governance failures are not caused by outdated frameworks, but by poor application, weak judgment, and lack of courage.

In other words:

• We don’t need a new code.
• We need better practice of the existing one.

NAMCODE does not ask Boards to be Perfect.
It asks them to be Honest.

And Honesty, in Governance, is still the hardest discipline of all.

Please note:

This is not a definitive account.
It’s the beginning of a conversation I hope you will join.

END