Generally, many directors and executives view corporate governance through the lens of policies, board meetings, risk registers and compliance reports. Yet, governance is rarely tested in the mundane, it is tested when difficult questions arise or when profits and principles collide.
When leaders are forced to decide whether maintaining business operations is more important than addressing risks to people and society, it necessitates the elucidation of corporate governance principles.
In April 2026, a French court delivered a judgment that has attracted the attention of governance professionals and business leaders around the world. French cement giant Lafarge and several former executives were convicted for financing terrorism after payments were made to armed groups, including ISIS, to maintain operations at a cement plant in Syria during the country’s civil war.
The facts of the case are extraordinary but the lessons are not. Furthermore, the significance of the ruling lies not only in the conviction of the company itself but also in the accountability of the individual executives.
The court rejected arguments centred on business continuity and operational necessity, which reinforces a principle that is becoming increasingly important in modern corporate governance: organisations cannot justify harmful conduct simply because it serves commercial interests. More importantly, directors and executives cannot assume that turning a blind eye or failing to ask questions or more so refusing to intervene will shield them from responsibility; that in itself is a risk.
Traditionally, discussions around governance have focused heavily on compliance. The questions asked are usually about regulatory requirements, policies and procedures. Although these remain important aspects, some of the most significant corporate failures in recent times underscore that compliance is not where it ends but only the starting point.
In 2010, the Deepwater Horizon disaster involving BP resulted in one of the largest environmental catastrophes in history. Eleven workers lost their lives and millions of barrels of oil were released into the Gulf of Mexico. Investigations pointed to failures in risk management, oversight and decision-making.
Five years later, Volkswagen became embroiled in a global scandal after it was discovered that the company had installed software designed to manipulate vehicle emissions tests. The issue was not merely technical non-compliance. It raised fundamental questions about corporate culture, executive oversight and ethical decision-making.
In both cases, the consequences extended far beyond regulatory penalties. Reputations were damaged, public trust was eroded and stakeholders began questioning whether governance structures had functioned as intended.
The lesson is evident and proves that good governance is not only about ensuring organisations comply with rules, but ensuring that the decisions they make are responsible ones.
One of the most important aspects of the Lafarge verdict is its connection to human rights. In the past, discussions around business and human rights were often treated as matters for governments and civil society groups. Today, that distinction is blur.
Investors, regulators and courts are increasingly expecting organisations to understand how their activities affect people and to take reasonable steps to prevent societal harm. They expect corporations to recognise that human rights are no longer viewed solely as social issues.
At first glance, the circumstances surrounding the Lafarge case may appear far removed from Ghana because firstly, the country is not a conflict zone and secondly this is an European case. Although these may be true, the governance principles at the heart of the case are highly relevant.
Every day, boards across Ghana make decisions that affect employees, customers, communities and the environment.
In the mining sector, decisions around environmental rehabilitation, community development, local procurement and employment opportunities shape the relationship between companies and host communities. Ghana’s ongoing struggle with illegal mining also known as ‘galamsey’ has brought issues of environmental stewardship and community development to the fore. While large-scale mining companies are not responsible for this challenge, the broader public debate has raised important questions about how resource wealth translates into environmental protection and long-term economic opportunities for the communities they operate in. Boards operating in the extractive sector must therefore consider not only regulatory compliance, but also how their organisations contribute to sustainable development.
In the banking sector, governance decisions influence who participates in the economy and who is left behind. Following Ghana’s banking sector reforms and clean-up, risk management and corporate governance became the main topics of discussion. That being said, financial institutions continue to play a critical role in advancing financial inclusion through digital banking, SME financing and support for underserved populations. Consequentially, decisions made at board level can affect everything from access to credit for small businesses to the resilience and stability of the financial system itself.
For manufacturers, operational decisions increasingly overlap with environmental and social issues. Ghana’s growing challenge with plastic waste management and urban pollution has amplified public expectations of corporate responsibility. Inevitably, decisions relating to waste disposal, emissions, worker welfare and supply chain management are no longer viewed solely as operational matters, but as governance issues with reputational and societal implications.
Telecommunications companies face a different but equally significant set of responsibilities. Network reliability, cybersecurity, customer data protection and digital inclusion affect millions of Ghanaians every day. In a country where mobile technology powers financial transactions, business operations, education and communication, those in charge cannot afford to treat service disruptions and data security concerns as merely technical issues. They are matters of public trust and accountability.
In retrospect, the common thread across all these sectors is that governance is no longer simply about ensuring compliance with laws and regulations. It is about understanding how business decisions affect people as well as ensuring that commercial success is achieved without compromising commitment to society.
By and large, stakeholders expect organisations to look beyond profitability and consider broader impacts on society, and this is where governance and ESG intersect.
Environmental, Social and Governance principles are not separate from business strategy. They are frameworks that help organisations evaluate long-term risks, stakeholder expectations and societal impacts. When governance is weak, ESG commitments often remain words on paper. When it is strong however, ESG becomes embedded in decision-making.
Perhaps the most important lesson from the Lafarge verdict is that accountability is evolving. Unlike before where directors often viewed governance through the lens of direct involvement, it is no longer a sustainable assumption.
Courts, regulators and investors are paying greater attention to board accountability. Inadvertently, the question is no longer limited to what directors did, but what they knew, what they should have known and what actions they took when concerns were raised.
For boards and executives in Ghana, the lesson here is a simple but profound one. It is that governance is not about avoiding liability, but exercising judgement, asking difficult questions before problems turn into crises and ensuring that commercial objectives do not overshadow ethical responsibilities.
It is also about admitting that sometimes, doing nothing can carry the same consequences as taking the wrong decision.
The message from the Lafarge verdict therefore not only brings into focus a legal issue, but highlights the need for a governance conversation. Directors and executives must do their work with integrity, ask all the difficult questions and most importantly challenge assumptions because it has become undoubtedly clear that in today’s business environment, turning a blind eye is no longer a defence.
