corporate-governance

Corporate governance

The record of what the company decided, who was allowed to decide it, and what happens when something goes wrong. Unglamorous until it is the only thing that matters.

The corporate record

One authoritative place holding: formation and entity documents, ownership and cap table, board and shareholder resolutions, minutes, signed agreements above the review threshold, insurance policies, and material licenses and registrations.

The failure mode is not losing a document; it is not knowing which version is current. Every record carries its effective date, and superseded versions are marked superseded rather than deleted — "what was in force in March" is a question that gets asked in exactly the circumstances where you cannot afford to guess.

Board and committee support

Materials go out with enough notice to actually be read — a deck delivered the night before produces a meeting where the deck is presented rather than discussed.

Each item is labeled by what it needs: decide, discuss, or note. Meetings run long because everything is presented as if it needs all three.

Minutes record decisions, who was present, who abstained or recused, and the basis on which a decision was taken. They are not a transcript. Where a decision was contested, that is worth recording — it is evidence the board exercised judgment rather than rubber-stamping.

Delegations of authority

Write down who can commit the company to what, at which value, and what requires escalation. Cover spending, contracts, hiring, and anything creating a long-term obligation.

Two failures, both common: thresholds so low that everything escalates and the process is routed around, and thresholds nobody wrote down, so authority is whatever was not challenged last time.

Review after any material change in size or structure.

Insurance and continuity

Know what is covered, what is excluded, what the limits are, and who to call. The exclusions matter more than the coverage and are read least.