The role of corporate governance in times of uncertainty
Periods of uncertainty test more than an organization’s financial performance. They test the quality of decisions, the coherence of leadership, and the company’s ability to stay focused on its goals.
Inflation, geopolitical changes, market volatility, technological transformation, or the emergence of unexpected risks can rapidly change the conditions in which a company operates.
In such contexts, leaders must decide faster, but without compromising the quality of the decision. This is where corporate governance comes in.
It provides the framework through which responsibilities are clearly defined, risks are assessed, decisions are documented, and the interests of the company and its stakeholders remain protected.
Governance does not eliminate uncertainty. Nor can it anticipate every crisis. Its role is to create the discipline necessary for the organization to respond coherently when changes occur.
In difficult times, corporate governance becomes a strategic anchor that helps the company distinguish between urgent reaction and important decision.
Governance provides clarity when the context becomes unstable
In a stable period, many organizations can function even if certain responsibilities are not perfectly delineated. A decision can be postponed, and a problem can be solved informally. In a period of uncertainty, these weaknesses quickly become visible.
When major changes occur, the organization needs to know who decides, who validates and who is responsible for the outcome. Corporate governance establishes these roles before the pressure arises.
The board of directors, executive management, control functions and shareholders must have clear responsibilities. This reduces the risk that important decisions are made impulsively or without a sufficiently broad perspective.
Clarity becomes especially essential when the company has to choose between difficult alternatives. Should it reduce investments or continue with the development plan? Should it protect margin or market share? Should it preserve liquidity or finance a strategic opportunity?
Governance does not automatically provide the answer, but rather creates the process by which the answer can be built.
An effective board does not just ask, “What do we do now?” It also asks, “What are we risking if we choose this option?” and “What information are we missing?” These questions change the quality of the decision. In times of uncertainty, this discipline can make the difference between a defensive reaction and a strategic decision.
Decision-making discipline reduces the risk of decisions made under pressure
Pressure influences the behavior of leaders. When information is incomplete and time is limited, people tend to rely more on experience, intuition, and assumptions. Sometimes these produce good decisions. Other times, they can amplify errors.
Corporate governance introduces a framework that limits this risk. Approval processes, scenario analysis, separation of responsibilities, and monitoring of critical indicators create a system for checking decisions.
A simple example is a company that is experiencing a rapid decline in demand. Management may immediately decide to cut costs. The decision may seem logical. But what if the cuts affect the very areas that generate future revenues?
A solid governance mechanism forces the organization to analyze multiple scenarios. What happens if demand drops by 10%? What if by 25%? How long can the company sustain its current cost structure? What investments are essential for recovery? This approach moves the discussion from reaction to options.
Decision-making discipline does not mean bureaucracy. Effective governance should not slow down the organization. On the contrary, it can speed up decisions when the rules are clear and relevant information reaches decision-makers quickly. In this context, the quality of governance also depends on the quality of the information.
A board that receives incomplete delayed or presented data in a way that hides risks cannot make good decisions. Therefore, modern governance must include financial and operational indicators, risk indicators, information about people, customers, technology and reputation. Performance must be viewed from multiple perspectives.
Risk management becomes a strategic responsibility
Uncertainty is not financial risk. A company can be affected by geopolitical, cyber, operational, legal, technological or reputational risks.
A cyber-attack can disrupt business. A legislative change can change the business model. A reputational issue can affect the relationship with customers and investors. Excessive dependence on a supplier can become critical when supply chains are disrupted.
Corporate governance must transform risk management from an administrative exercise into a component of strategy.
The board of directors needs to understand not only the existing risks, but also the interdependencies between them. A seemingly isolated risk can trigger other problems. For example, an increase in costs can reduce the margin. Reducing the margin can limit investments. Delayed investments can affect competitiveness.
Loss of competitiveness can generate additional pressure on revenues. These effects do not always appear in financial indicators immediately. That is why organizations need monitoring mechanisms and stress scenarios. The question is not just, “What is the probability that this risk will occur?”
A more important question is “How prepared are we if it does occur?” This shift in perspective is essential. A resilient company is not the company that avoids all risks. It is the company that understands the important risks and builds its capacity to respond.
Transparency and accountability protect trust
In difficult times, stakeholders seek predictability. Investors want to know if the organization can protect its capital. Employees want to understand the direction of the company. Customers want continuity. Partners want to know if they can maintain their business relationships. Corporate governance contributes to this trust through transparency and accountability.
Transparency does not mean communicating every piece of information available. It means communicating the relevant information, clearly and at the right time. It means explaining important decisions and acknowledging uncertainties when they exist.
Accountability is equally important. When results are poor, the organization needs to be able to identify how the decision was reached. Not to find a culprit, but to learn.
A strong governance culture allows for difficult questions. Board members must be able to challenge management’s assumptions without being interpreted as a lack of trust. Management must be able to present problems without fear of being penalized for negative information.
This openness becomes a strategic advantage. Companies that hide problems can appear stable for a short period. Companies that identify problems early have more options for resolving them. In this sense, governance protects not only the company but also its relationship with stakeholders.
Governance must support adaptation, not just control
One of the most important changes in the approach to governance is the shift from static control to continuous adaptation.
A governance system built solely for stability can become a problem in a rapidly changing environment. If every decision requires too many approvals, the organization loses time. If the rules are too rigid, the company can miss opportunities.
Effective governance must create clear boundaries, but allow flexibility within them. This means that the organization can set risk thresholds, responsibilities, and escalation criteria, while giving management the freedom to act quickly.
Technology can support this process. Executive dashboards, predictive analytics, and real-time monitoring can give the board a clearer picture of the company’s evolution. Artificial intelligence can support the analysis of large volumes of data and identify certain patterns. However, the final decision remains the responsibility of people.
Governance must also keep pace with new risks. The use of AI, data protection, cybersecurity and reliance on digital platforms must be integrated into the strategic agenda.
The relevant question for leaders is no longer just “Do we have enough controls?” It is “Do our controls allow us to react quickly enough?” This question can become an important test of governance maturity.
In conclusion
In times of uncertainty, companies do not just need courageous leaders. They need systems that transform courage into responsible decisions. Corporate governance provides this framework because it clarifies responsibilities, structures the decision-making process, monitors risks and protects the interests of the organization and stakeholders.
Its value becomes more visible when the pressure increases. A company with mature governance can react quickly without giving up discipline. It can analyze scenarios without being stuck in the analysis. It can accept risks without ignoring them. It can correct decisions without looking for blame.
In an environment where change is becoming permanent, governance must be seen as part of strategy, not as an administrative function. Leaders who build this capacity create more than control. They create organizational resilience.
When the future is difficult to predict, the ability to make good decisions under conditions of uncertainty can become one of a company’s most important competitive advantages.

Florentina Șușnea este Managing Partner în cadrul companiei PKF Finconta. Experiența ei profesională de peste 35 de ani cuprinde domeniile de audit statutar și IFRS, consultanță fiscală, probleme de rezidență fiscală, restructurare financiară și fiscală, documentație și politici de Transfer Pricing, fuziuni și divizări, M&A, expertize judiciare, contabile și fiscale, due diligence de achiziții. Florentina este membru acreditat al următoarelor organizații profesionale: Camera Consultantilor Fiscali, Camera Auditorilor Financiari din România, Camera Expertilor și Contabililor Autorizați din România si Association of Certified Anti-Money Laundering Specialists. A absolvit Facultatea Finanțe-Contabilitate din cadrul Academiei de Studii Economice, București, Facultatea de Drept din cadrul Universității ”Titu Maiorescu”, programul MBA de la Tiffin University din SUA, este doctor în economie și a urmat numeroase cursuri naționale și internaționale în domeniul fiscal. florentina.susnea@pkffinconta.ro

