Μake us preferred on Google We debate corporate governance with real precision now. In boardrooms, we have spent two decades building structure around one problem: stopping a single set of hands, however capable, from holding both the content of decisions and the process that tests them. The separation of chair and chief executive exists to solve exactly that. It is also the right lens for a harder question. Who chairs the state?
Start with Jaap Winter’s diagnosis of the corporation. Winter, who teaches governance at INSEAD, argues that shareholder primacy has made the modern company structurally amoral. A board’s fiduciary duty is defined narrowly around value creation. A moral question about the firm’s impact on others has no natural home in that boardroom. It enters only once it has been converted into a cost: a fine, a lawsuit, a reputational hit. Responsibility sits outside the firm, carried by regulators, courts, and public pressure, rather than owned inside the room where the decision gets made.
Apply the same test to government. A prime minister or president operates as chief executive: setting direction, controlling the agenda, commanding an executive team, answerable for results. The cabinet is that executive team, ministers reporting up much as department heads report to a CEO. The electorate plays the shareholder, the ultimate owner of the enterprise, casting its authority in one blunt transaction every four or five years.
Every board would ask the obvious question of a company built this way. Where is the chair? Who guards the process, rather than running the country themselves? Stanislav Shekshnia’s research at INSEAD’s Corporate Governance Centre, drawn from more than two hundred chairs across thirty-one countries, found that effective chairs speak less, not more. They manage inputs: people, agenda, information, process, record. Decision quality is hard to judge in real time. The quality of how a decision was reached is not. That discipline is what keeps a capable executive accountable.
Democracies have an answer, but it is spread across many hands rather than held in one office. Parliament acts as the board, able to withdraw confidence the way a board removes a chief executive. The judiciary tests whether decisions were lawful, regardless of their popularity. A central bank, an auditor-general, an electoral commission, a free press: these are the state’s committees, covering audit, oversight, integrity, disclosure. Backbenchers, opposition members, independent civil servants play the independent director, standing back from the executive function and carrying the duty to challenge it.
This distributed chair erodes far more quietly than a corporate board seat. A company cannot instruct its auditor to stop asking questions without triggering consequence. A government under strain can hollow out its checking institutions slowly, the way Credit Suisse absorbed Archegos, then Greensill, then internal misconduct, each treated as containable until the pattern became the crisis itself. Executive overreach in government rarely announces itself. It accumulates, one unchallenged decision at a time, in the silence where the chair should be.
The 2026 Edelman Trust Barometer adds weight here. Business is now more trusted than government, for the first time on record. That is a warning as much as a compliment. It does not argue for government borrowing business practice wholesale; shareholder primacy is part of what produced the amorality Winter describes in the first place. It argues for government adopting the one governance mechanism that demonstrably works: an independent chair, whatever form that takes constitutionally, protecting process over content, and independent directors willing to raise the moral question before the public forces it in from outside.
Baroness Dambisa Moyo’s standard for corporate directors applies with equal force to public office. Judge a decision by whether it was the best possible one, given the information available at the time, reached consistently and transparently. Popularity is a separate question. Boards have learned that governance is architecture, not sentiment: who holds the chair, who sits on which committee, who has the standing to challenge. Governments have that same architecture on offer. The question worth asking, in every democracy watching its own institutions lose trust, is simple. Is anyone still sitting in the chair?
Cleopatra Kitti is a Certified Independent Director, Advisor to International Organisations and Governments, and senior policy advisor, ELIAMEP.
