The KATH Episode: Accountability, board independence, and the importance of due process

Recent developments at the Komfo Anokye Teaching Hospital (KATH) sparked significant public debate, particularly regarding the suspension of the Chief Executive Officer and the responses from various stakeholders across political, healthcare, and traditional leadership spheres.

However, beyond the headlines, a more fundamental question requires careful consideration: How should accountability be exercised within public institutions without compromising the principles of good governance?This question matters because governance is not only about action, also about following proper structures and processes.

The situation at KATH offers Ghana an opportunity to reflect on the roles of shareholders, boards, and executive management in public institutions. At the core of modern corporate governance is the principle that shareholders own institutions, boards govern them, and management runs them. This separation of responsibilities is intentional, designed to ensure accountability, prevent excessive concentration of authority, and promote sound decision-making.

Bob Tricker, a leading scholar in corporate governance, has emphasized the board's role as the primary oversight mechanism in any organization. Similarly, Agency Theory, advanced by Michael Jensen and William Meckling, holds that boards monitor executive conduct on behalf of the institution's owners.In practical terms, the board of any organisation exists to hold its management accountable.

This accountability includes evaluating the performance of executives, investigating concerns, imposing disciplinary measures where necessary and, where circumstances warrant, removing executives from office. Thus, it can be said that the oversight role or function of a board is not optional but rather the very reason for its existence. So, when the KATH episode is viewed through a governance lens, the central concern has to do with whether prior concerns existed regarding the conduct of the Chief Executive Officer.

Again, if indeed there were prior concerns and the CEO had to be suspended, the process itself must remain accountable although certain groups or stakeholders may argue that the actions of the CEO during his tenure had some merits for the hospital. However, in spite of all this, the more important governance question is whether the Board of KATH was afforded the opportunity to independently assess the circumstances and determine the appropriate response before a specific disciplinary outcome was prescribed.

This distinction is critical especially when a shareholder, including government acting through a sector minister, unquestionably possesses the right to raise concerns regarding the conduct of an executive. In this scenario, shareholders may request explanations, demand investigations, seek accountability, and insist that institutions operate in accordance with established standards. However, there is an important difference when it comes to identifying a concern and determining a sanction.

The former falls comfortably within the oversight roles and responsibilities that a shareholder has whilst the latter ordinarily belongs within the mandate and scope of a board's governance responsibilities. Thus, this is where the principles of due process and procedural fairness become relevant. That said, it is also worth mentioning that disciplinary decisions, particularly those affecting Chief Executive Officers, are administrative decisions that carry significant reputational, professional, and institutional consequences.

For that reason, they often possess a quasi-judicial character which requires an objective assessment of facts, consideration of explanations, determination of responsibility as well as the selection of an appropriate and proportionate response. These are precisely the functions boards in any organisation are established to perform.The issue arising from KATH regarding the CEO is not because the CEO was being suspended but rather, after reviewing the facts of the case, the Board may very well have concluded that the suspension of the CEO was appropriate.

The argument in making this assertion is that had such a conclusion emerged following the Board's own assessment, the concerns surrounding the governance of the hospital would have been significantly reduced because the sanction would have originated from the institution entrusted with the responsibility to oversee the affairs of the hospital. However, instead of this scenario playing out, the concern everyone focused on was whether the Board was allowed to independently reach that conclusion on its own.

This is so because once a disciplinary outcome appears predetermined before the Board has exercised its judgment, questions naturally arise regarding the independence of the process. Accountability is important but so too is the idea of procedural fairness as good governance requires not only that the right decision be made, but that the decision emerges through the right process

.Unfortunately, this distinction is often overlooked in public discourse as more often than not, debates surrounding the governance of public institutions become centred on personalities rather than principles, with supporters and critics alike being preoccupied with whether a particular individual deserves sympathy or punishment.

Yet institutions are strengthened not by focusing on personalities, but by protecting processes, and these processes should apply to everyone irrespective of their position. As such, governance systems, especially in public institutions, must remain credible, predictable, and fair irrespective of who occupies office.More broadly, the developments at KATH also highlight a broader challenge within Ghana's public sector governance framework.

Unlike many private sector organisations where boards appoint chief executives and directly exercise disciplinary authority over them, public sector arrangements often involve governments appointing chief executives while simultaneously expecting boards to supervise them. That said, while such arrangements may be legally permissible, they can sometimes create uncertainty regarding authority, accountability as well as the independence of the board.For this reason, organisations having strong boards are indispensable.

Boards should not merely serve as advisory bodies or institutions that validate decisions already made elsewhere but rather, they should function as active centres of oversight, accountability, and governance. WhWhere boards are effective, shareholders can exercise confidence that concerns raised will be addressed appropriately through established governance mechanisms.

This, in the long run, reduces the need for direct intervention in matters that properly fall within the oversight responsibilities of the board, and thus, it is no surprise that the efforts by various stakeholders to reduce tensions surrounding the matter concerning the CEO deserve commendation. Although the issue at KATH has now been addressed through constructive engagement of government officials and the union, the interventions of the Minority in Parliament and the statesmanship demonstrated by His Majesty Otumfuo Osei Tutu II contributed significantly to preserving stability within one of Ghana's most important healthcare institutions.

Their interventions reflected a shared recognition that healthcare institutions must remain focused on their primary mandate: preserving life and delivering quality healthcare services.However, while the immediate tensions at KATH may have eased and the matter has largely been addressed, the governance lessons arising from the episode should not be forgotten. The events surrounding KATH should serve as an opportunity for a broader reflection on how governance structures operate within public institutions in Ghana.

Thus, strong institutions are built upon clearly defined roles, mutual respect for governance processes, as well as adherence to principles of accountability and fairness. Again, shareholders have responsibilities, boards have responsibilities, and management has responsibilities. As such, governance works best when each performs its role without unnecessarily encroaching upon the functions of the other.On the whole, the true test of governance is not whether institutions can act but rather, whether they allow the right people, through the right processes, to act at the right time. When that principle is compromised, accountability may still be achieved, but governance itself becomes weakened.

As a result, the KATH episode presents Ghana with an opportunity not merely to reflect on a past dispute, but to reaffirm a fundamental principle of sound governance: boards exist not merely to observe accountability but rather, they exist to exercise it.

Samuel Kofi Yeboah is a Governance and Communications Professional, Governance Researcher, and Public Affairs Analyst with interests in political communication, corporate governance, institutional leadership, and national development. He holds an MBA in Corporate Governance, an MA in Strategic Public Relations Management, a BA in Strategic Communications, and is currently pursuing an LL.B.