CGOV.11:4 - Solution

Connect the proposed act, the applicable decision procedure and the judgement actually made.

CGOV.11:4.1 - Establish the act and its decision route

Name what the corporation is being asked to do, including the amount, subject, timing and limits that affect authority. Distinguish approval of a proposal, entry into a contract, signing, filing and subsequent performance when they are different acts.

Use CGOV.3 when the power or its holder is unclear. Otherwise use the adequate existing answer. Establish the applicable procedure and cumulative conditions: for example, a board decision plus a class consent, rather than treating either as sufficient. A delegation may settle the route for a routine act.

Where several procedures are permitted, compare their participation, information and agreement conditions before selecting one. For example, a written route may avoid convening a meeting but require unanimity; a meeting route may permit a majority but require notice and real participation. Choose a route that can meet this matter’s conditions without unnecessary coordination.

Identify how this procedure produces an effective decision. In one setting, votes at a meeting make the decision and minutes record it. In another, completion of a written resolution constitutes the decision. Do not impose the former sequence on the latter.

CGOV.11:4.2 - Prepare the matter and eligible participation

Recover the participants entitled or required to receive notice, the information they need, the participation and quorum rules, and any required consent. Apply the relevant conflict conditions through CGOV.6–CGOV.7. Determine eligibility for this matter; presence at another agenda item does not settle it.

Give participants the proposal, material alternatives, reasons, uncertainties and conditions in a form they can use. Preserve the limits of a specialist recommendation or assurance conclusion. CGOV.8 supplies the needed information-provision work; CGOV.10 helps interpret a scoped assurance result when one is relevant.

Resolve a missing condition only as far as the act needs. Preparation may continue while a required consent is pending. Where further analysis is discretionary, ask which available decision it could change and whether that gain warrants its burden.

CGOV.11:4.3 - Deliberate on the actual choice

Put the proposed act and its alternatives before the eligible participants. Let them question the material premises and explain disagreement. Distinguish uncertainty about the consequences from disagreement over acceptable consequences or corporate purpose.

Use adequate specialist work directly. Seek a further contribution when it answers a material unresolved question; a second opinion is not automatically better because it is second. PSD methods can help structure a difficult choice while the corporate participants retain their own judgement.

If the proposal changes during deliberation, check the changed scope against authority, notice, consent and information conditions. Approval of a lower amount, a trial or a different counterparty may be a different act from the one prepared. Reopen only the conditions the change affects.

CGOV.11:4.4 - Perform the permitted decision procedure

Make the decision through the actual procedure: the eligible holder’s act, a vote, an agreed written resolution or another permitted form. Apply the relevant denominator, threshold, abstention and participation rules. Establish what outcome the procedure produced; do not substitute the chair’s announcement for an unmet condition.

State the chosen act, limits and conditions clearly enough for the receiver to distinguish approval from refusal or deferral. Where a condition must be satisfied before commitment, preserve that order. Where the decision is effective now but requires later monitoring, preserve that different relation.

If a material procedural defect is discovered, identify the affected act and the competent correction route. A drafting correction may repair an inaccurate minute; an invalid or unmade decision can require a new act or another remedy under the applicable rules. Editing the record alone cannot settle that question.

CGOV.11:4.5 - Preserve the outcome and enable its proper use

Make or retain the record required by this procedure: the decision, relevant participation, conditions, material reasons and dissent to the extent required for its use. Use the ordinary existing record.

Communicate the usable decision to those who must act on it. Identify who may sign or implement it where that remains a separate question, what must happen first and which change must return for reconsideration. Provide the follow-up conditions needed by CGOV.13.

Distinguish what is now established: the decision made, its effective conditions, the record, communication and any later execution. Return the bounded unresolved question if one of these remains open.