Governance that leaves evidence
Run one test at your next board meeting: take the three biggest decisions of the past quarter and reconstruct them from documents alone. Who proposed, who approved, on what information, against which threshold. If the answers live in people’s memories, the company runs on trust and luck. Working governance is a decision system that leaves evidence, and it can be small.
The four parts that do the work
First, roles. A one-page decision matrix beats a fifty-page charter: who decides, who must be consulted, who gets informed. When two bodies both believe they own a decision, in practice nobody does, and the matter gets settled in a corridor.
Second, thresholds. Contracts above a set amount go to the board. Exceptions to policy go to the risk owner. A new category of personal data goes to the privacy lead. The exact numbers matter less than the fact that they exist, are written down and are known to the people who sign things.
Third, management information. A board supervises what it sees. If the monthly pack contains revenue and little else, the board supervises sales. Add the exceptions granted, incidents, limit breaches and overdue actions, and the same people start supervising the company.
Fourth, the trail. A minute that says “discussed and approved” protects no one. A useful minute records the decision, the data it relied on, the options rejected, the owner of execution and the deadline. Dissent belongs in there too. In a dispute, a thin minute works against the people who wrote it.
How document theatre looks
The symptoms repeat across companies: policies at version 1.0, dated three years back, owned by someone who left; a committee that meets without an agenda and closes without minutes; a risk register refreshed the week before the external auditor arrives.
Picture a due diligence call. The investor’s counsel asks for the resolution approving the launch of your second product line. You find a slide deck, an enthusiastic email thread and an invoice from a contractor. No decision. That gap returns as an extra warranty in the share purchase agreement, sometimes as a price adjustment.
Theatre also fails the people inside it. A manager who cannot find the threshold for signing a contract will escalate everything or nothing. Both cost money.
What we recommend now
Two weeks covers the foundations.
- Days one and two: list the material decisions of the past quarter, from spending and hiring to vendor sign-ups. Note where each was made and what record exists.
- Days three to five: write the one-page decision matrix with thresholds in numbers. Publish it in the tool people use daily.
- Week two: change the minutes template so every decision carries its basis, the alternatives considered, an owner and a deadline. Apply it at the next meeting, without waiting for a policy review.
- Also in week two: define the five numbers the board sees monthly, including exceptions, incidents and overdue actions. A short pack, every month, no gaps.
- Repeat the reconstruction test in a quarter. It should take an hour, and the answers should come from the record.