A board chair makes unilateral decisions without consultation. What governance issue arises?

• A. Improper concentration of authority
• B. Lack of transparency
• C. Duty of care breach
• D. Conflict of interest

Answer: (A)

Centralization of power in one person. When the board chair makes decisions alone, bypassing the board’s discussion and approval, authority becomes concentrated in a single individual rather than shared among the governing team. This undermines the checks and balances that governance expects, reducing accountability and increasing the risk that actions aren’t thoroughly vetted or aligned with the organization’s fiduciary duties. Proper governance relies on the chair guiding deliberation while seeking board consensus for major moves, maintaining distributed authority and collective responsibility. Lack of transparency can be a related concern, but the fundamental issue here is that unilateral action concentrates authority. A duty of care breach would involve failing to exercise reasonable diligence, which could be connected but isn’t the immediate issue described. A conflict of interest would require a personal gain to influence decisions, which isn’t implied by the unilateral action itself.