If sleepless nights reveal what leaders worry about, then restful ones reveal something even more telling: the presence of governance that works.
Boards are often described as the custodians of purpose, accountability, and strategic direction. Yet in practice, many Boards operate in a permanent state of anxiety; reacting to crises, firefighting scandals, and struggling with issues they should have foreseen.
The mark of a mature Board is not how many emergencies it can respond to, but how well it creates an environment where those emergencies become rare.
Clarity of Purpose for the Institution
A good night’s sleep for any Board begins with clarity of purpose. Institutions drift into sleeplessness when Boards are unclear about why they exist and what success looks like.
Boards must articulate a shared vision that guides their decisions and aligns with the organisation’s long-term goals.
That clarity sets the boundaries between strategic oversight and operational interference; a distinction many Boards still blur. When purpose is clear, decisions become principled rather than reactive.
Strategic Composition
The second ingredient is the right composition. A Board stacked with the wrong mix of skills, perspectives, and personalities is one destined to struggle. Strategic blind spots, weak oversight, and shallow debate often stem from homogeneous thinking.
By contrast, a diverse Board, with financial expertise, governance experience, sector knowledge, and independent thinking, is better equipped to anticipate risks and challenge management constructively. It is that diversity of thought that keeps the institution agile, relevant, and less prone to shocks.
Capacity for Risk Mitigation
Risk governance is another pillar of restful nights. Many Boards lose sleep not because risks are inherently unpredictable, but because they failed to plan for them.
Good Boards integrate risk into every conversation, not as a quarterly agenda item but as a constant lens.
They invest in robust internal control systems, conduct regular risk assessments, and require effective mitigation plans.
Importantly, they treat external threats, from cybersecurity to regulatory shifts, with the same seriousness as financial risks. When risk is embedded in the Board’s DNA, fewer surprises arise.
Accountability is Pivotal
A Board also sleeps better when delegation and accountability are in balance. Micromanagement is a symptom of distrust, and distrust keeps Boards awake.
The solution is to empower management to operate confidently within clear strategic boundaries, supported by well-defined reporting structures that provide clarity and transparency.
This balance allows the Board to focus on long-term strategy rather than day-to-day decisions, while still holding management accountable for performance and ethical conduct.
Finally, culture and trust are the invisible threads that tie everything together. Boards that trust their executives, and are themselves trusted by stakeholders, sleep easier because confidence replaces anxiety.
That trust is earned through transparency, consistent communication, and an unwavering commitment to integrity.
It is reinforced when Board members challenge one another respectfully, disclose conflicts honestly, and remember that their loyalty lies with the institution, not individual interests.
In the end, the quality of a Board’s sleep is not a trivial metaphor; it is a measure of institutional health.
Boards that spend nights worrying about solvency, scandals, or succession often reveal deeper governance failures.
But those that rest easy tend to be the ones that have built resilient systems, empowered leadership, and anchored their decisions in foresight.
A good night’s sleep is not the absence of responsibility. It is the product of responsibility well exercised, of risks anticipated, strategies clarified, and trust deliberately built. And in governance, few achievements are greater than that.
About the Author:
Max Manzi is a Chartered Governance Professional and Advocate, currently serving as the Chief Governance and Legal Officer at aBi Finance Ltd, a wholesale impact finance solutions provider, catalysing the transformation of Uganda’s agricultural finance ecosystem.