MakanDay Investigates
When 54-year-old Kakenenwa Muyangwa walked out of a ZCCM Investments Holdings boardroom on June 5, colleagues assumed he was stepping back from public service. After all, he had just “retired” from his position as board chairperson — the senior-most figure responsible for holding the company’s management accountable.
But just 24 hours later, in a move that stunned corporate observers and governance experts, ZCCM-IH announced that Muyangwa would return — this time as Chief Executive Officer, the very role he had been tasked with supervising.
“That appointment sent chills down my spine,” said a senior public servant who spoke on condition of anonymity. “It’s like the referee blowing the final whistle only to swap shirts and join the game as the striker.”
On June 24, 2025, a request for comment was sent to ZCCM-IH, seeking a response from Muyangwa regarding his appointment. In reply, Corporate Affairs Manager Loisa Mbatha acknowledged receipt of the query and stated that the institution would respond in due course. However, no response has been received to date.
This dramatic transition is not an isolated incident. It appears to be part of a growing trend in Zambia—particularly within State-Owned Enterprises (SOEs)—where board chairpersons, once regarded as custodians of integrity and institutional oversight, are stepping down only to resurface days or weeks later as Chief Executive Officers (CEOs).
An anonymous observer familiar with the Zambia Railways Limited operations revealed that the recently appointed CEO was actually part of the panel that interviewed other candidates — including himself. The development sparked outrage among applicants who claim the recruitment process was manipulated.
“People invited for interviews cried foul, but no one was willing to hear them out,” the observer said.
The more recent announcement by ZCCM-IH drew sharp criticism from corporate governance advocates and legal professionals, who argued that such transitions erode oversight, compromise transparency, and raise serious ethical concerns.
“It is just bad,” said Lusaka-based lawyer Dickson Jere, who questioned the integrity of such appointments in a Facebook post. “This creates an impression that board chairpersons could be frustrating management just to take over their positions. Who interviews the board chairperson for the CEO role? It’s a governance absurdity.”
Jere further cautioned that while experienced board leaders were once mentors to executives, the newer trend appears to be driven by personal ambition. He warned that unless specifically provided for by law, such transitions — particularly in SOEs — should be categorically avoided.
“In the past, we used to have solid chairpersons who had a successful life and never looked to be employed. Some companies provided a modest office and car but the chairpersons only drew the quarterly honorarium. They supervised the CEO and management, said Jere, who cited some of the legendary chairpersons.
“But us the young and genius generation came in. We accept to be board member or chairpersons but in actual fact, we admire the perks that CEOs are getting. And so, we plot to get the same positions that we are supposed to be supervising. It’s travesty,” he said.
The Institute of Directors of Zambia (IoDZ) also issued a statement condemning the practice, noting that similar transitions have occurred at the Zambia Tourism Agency, Zambia Railways Limited, and the Cotton Board of Zambia.
“This practice represents a serious violation of acceptable corporate governance principles and a breach of ethical leadership standards,” said IoDZ President Miriam Chiyaba. “When a Board Chair designs strategy and then executes it as CEO, it raises serious concerns around conflict of interest, impartiality, and concentration of power.”
Chiyaba cited Article 8(e) of the Zambian Constitution, which enshrines good governance and integrity as national values. She also referenced Clause 17 of the Lusaka Securities Exchange (LuSE) Corporate Governance Code, which explicitly mandates that the roles of Chairperson and CEO be held by separate individuals.
In addition, she warned that the transition contradicts provisions in the Companies Act No. 10 of 2017, which prohibits directors from using their positions for personal gain.
“We urge the appointing authority to review this appointment in the interest of good governance. Zambia deserves a corporate culture rooted in transparency and integrity,” she said.
Renowned governance advocate and IoDZ Fellow Wesley Wyman Kaluba went further, describing the trend as nothing short of a “corporate coup d’état.”
“What Zambia is witnessing is not innovation in governance — it is the erosion of governance. These resignations and executive takeovers by board chairpersons must be condemned. This is a subversion of corporate norms, where those meant to supervise quietly reposition themselves to assume the very positions they were safeguarding from abuse,” he said.
Kaluba, who also serves as president of the Engineering Institution of Zambia (EIZ), warned that the practice breeds environments of mistrust and internal sabotage. He pointed out that a CEO should report to an independent board, not to a rival-turned-supervisor.
“Governance is not a game of musical chairs. It is a sacred contract with stakeholders. When a board member becomes CEO, especially without a transparent, merit-based process, you compromise the entire governance ethos of the institution,” he said.
In a damning indictment, Kaluba also referenced the Auditor General’s 2023 Report, which revealed that some SOE boards depleted their entire annual governance budgets within the first quarter — a sign, he said, of deeper institutional recklessness.
The IoDZ has called on regulators, institutional investors, civil society, and shareholder bodies to take decisive action to prevent further erosion of corporate governance. They are also urging the government and appointing authorities to uphold constitutional and statutory obligations that safeguard transparency and meritocracy.
“Let there be no confusion,” Kaluba said. “The role of a board chair is not to scheme into the CEO’s seat. That is not leadership. That is ambition weaponised against institutional integrity.”
As public outcry intensifies, governance experts are warning that unless these practices are swiftly curtailed, Zambia risks institutionalising a culture of executive entitlement, to the detriment of public trust, professional accountability, and long-term economic health.
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