CGOV.4:4 - Solution
Design the contributions around corporate matters and the decisions they require. Use the applicable powers to constrain the design, then connect preparation, deliberation, decision, execution and review through their actual results.
CGOV.4:4.1 - Recover the corporate contribution that is failing
Choose a matter that exposes the difficulty: a strategy revision, major investment, executive appointment or another issue under the corporation’s governing rules. Identify the required decision and whose interests, duties and rights bear on it. CGOV.1–CGOV.3 can supply the matter, rights and authority when these are unresolved.
Ask what the responsible organ must accomplish. It may need to set a direction, decide a reserved matter, challenge assumptions, oversee performance or correct a failed arrangement. Select the contribution relevant to this corporation; a catalogue of board functions does not settle their allocation.
Retain the limits on that allocation. Where a power cannot be delegated, design supporting preparation or review without transferring the decision. In a two-tier system, identify the actual supervisory and management organs instead of copying a unitary-board design.
CGOV.4:4.2 - Connect the contributions
For each necessary contribution, identify its performer, result, receiver and use. Specify when the result is needed and how an unusable or disputed return is handled. For example, management may provide an investment proposal with alternatives and consequences; the board may request a changed proposal or make the reserved decision; management may then implement within its terms.
Keep the different operations visible. Preparing a proposal, challenging its assumptions, making a decision, carrying out that decision and assessing what happened need not belong to the same participant. They are related through their results; writing them in one column headed “responsibility” can hide the required exchange.
Design enough access for the recipient to do the work. If the board must examine a technical assumption, who can explain it and answer a challenge? If a director discovers a material exception, who can act on it before the next scheduled meeting? Use existing information and specialist contributions where they suffice.
CGOV.4:4.3 - Compare feasible arrangements
Compare ways to obtain the missing contribution under the governing rules. A revised agenda and earlier proposal may suffice. Other cases need a different allocation, specialist assistance, a committee or an amendment to delegated authority.
Consider the effect on judgement, response time, information access, capability and burden. Check the whole arrangement: assigning the same scarce practitioner to prepare, review and decide can make an attractive diagram unworkable or defeat the intended challenge.
Ask the affected participants to explain how they would use the proposed arrangement in a representative matter. Resolve disagreements that change a contribution, power or receiving use. Mere agreement with a chart is insufficient when nobody can explain who produces the needed result.
CGOV.4:4.4 - Return the design and the changes needed to use it
Return the selected allocation with its reasons, unresolved conditions and required corporate acts. An existing arrangement may be retained with one repaired information path. A changed power may require an amendment or delegation by the authorized organ.
Distinguish that design from its adoption and later use. Appointment, access, resources and competence must support the contributions when they are performed. Reopen the affected design if its intended result repeatedly fails to reach its receiver or if the corporation’s powers, business or participants materially change.