i) Independence
Independence means freedom from the influence of someone else. A principle of good corporate governance is that a substantial number of the directors of a company should be independent, meaning they can make judgments and give opinions that are in the best interests of the company, without bias or preconceived ideas.

Although there are five non-executive directors, four have close ties to the Managing Director (MD) and therefore lack independence, leaving only one truly independent director, Dr. Sadia. According to case details, board decisions are typically unanimous; however, when dissenting opinions arise, they consistently come from Dr. Halimatu Sadia. For example, when the MD recently proposed expanding operations to Arusha, Tanzania, and Cape Town, South Africa, for 2026, all directors supported the proposal except Dr. Sadia. This clearly indicates that most board members are not independent. Additionally, Dr. Baffour serves as both the board chairman and MD, meaning he lacks independence in evaluating his own performance, as he would be leading and directing the board’s review process.

ii) Responsibility and Accountability
The directors of a company are given most of the powers for running the company. Many of these powers are delegated to executive managers, but the directors remain responsible for the way in which those powers are used. With responsibility, there should also be accountability. In a company, the board of directors should be accountable to the shareholders. Shareholders should be able to consider reports from the directors about what they have done, and how the company has performed under their stewardship, and give their approval or show their disapproval.

The current structure of BOGML’s board, in which the sole shareholder also serves as both the Managing Director (MD) and board chairman, poses challenges for accountability. With the board’s authority delegated to the MD, and given his close relationships with some non-executive directors, he may not be held fully accountable. Furthermore, as both shareholder and board chairman, he effectively leads a board that must report back to him, making it difficult to hold himself or other directors accountable if responsibilities are not met. Therefore, in BOGML’s current board structure, the principles of responsibility and accountability—key to good corporate governance—may not be effectively upheld.