We've all seen it. An organisation, board member or executive putting on a great show of probity, "our board papers are immaculate and represent best practice", all the while managers are a law unto themselves, directors are befuddled by the dizzying array of governance demands or latest requirement for virtue signalling, and businesses descend into chaos or Royal Commissions. Perhaps at this point you are thinking, "I know, but this is other organisations, we are not The Star Casino". Well, The Star wasn't The Star until they were. 'Therefore never send to know for whom the bell tolls; It tolls for thee.'
Accepting for a moment that this can go on in an organisation for which you work, and the notion of GINO (Governance In Name Only) becomes a hot topic. This is particularly the case when corporate governance is viewed through the lens of institutional theory, which suggests that individuals and organisations conform to externally imposed norms to gain legitimacy. In this context, governance mechanisms can serve as a form of symbolic compliance—a means to appear responsible and ethical without fundamentally altering decision-making processes, organisational culture, or operating norms.
Recent research has extended this argument, suggesting that governance reforms are often decoupled from organisational practices, allowing firms to appear compliant while engaging in misconduct. For example, directors may endorse policies that create the impression of oversight, yet these policies are routinely ignored in executive decision-making.
Board independence, audit committees, and ethics policies are commonly presented as evidence of good governance. However, research also indicates that these mechanisms do not always correlate with effective oversight. Add in CEO weakness, or dominance, and you have conditions which undermine a board's ability to hold management accountable.
How Good Governance Became Theatre
Consider the now-infamous case of the The Bell Review of The Star (2022). Despite sporting an ostensibly strong governance framework complete with audit committees, independent directors, and meticulously documented policies, Star Casino became the poster child for governance washing. An independent inquiry revealed Star had facilitated money laundering, ignored glaring anti-money laundering (AML) red flags, and conveniently misled regulators. This scandal, unfortunately, is not an anomaly.