Optimizing Governance in Sub- Saharan Africa: Decoupling Board Chair and AGM Leadership Roles

Abstract

This study critically examines the implications of separating the roles of Board Chair and Annual General Meeting (AGM) Chair in listed firms across Sub-Saharan Africa, addressing governance challenges rooted in role duality and embedded bias. Employing a qualitative design, the study integrates thematic analysis of 20 semi-structured interviews with a document review of statutory, institutional, and corporate governance (GC) sources. The research adopts an interpretivist lens to explore how role segregation enhances governance outcomes. Findings reveal that separating the Board Chair from AGM leadership significantly strengthens governance integrity, fosters impartial decision-making, and enhances transparency and accountability. Role segregation also mitigates internal conflicts and aligns governance practices with global benchmarks such as King IV and OECD standards. Respondents advocate for regulatory embedding, shareholder participation in AGM Chair selection, and context-sensitive implementation. The study offers actionable recommendations, including the institutionalisation of role segregation, development of accredited AGM Chair registries, and reform of listing rules to ensure sustained accountability and ethical board conduct. This study advances governance scholarship by positioning role segregation as a transformative mechanism for ethical leadership in African GC, contributing to an emerging body of contextually grounded governance reform literature.