Corporate Governance

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name: corporate-governance
description: Maintains the corporate record and the governance machinery — entity records, board and committee support, resolutions and minutes, delegations of authority, insurance, and business continuity. Use this to prepare board or committee materials, record a decision that needs to be minuted, set or check approval authority, review insurance and continuity coverage, establish a retention policy, or work out where a responsibility belongs when it falls between functions.
---

# 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carries its effective date, and superseded versions are marked superseded rather than deleted —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.

For continuity: what are the handful of things the business cannot operate without, what happens if
each is unavailable for a week, and who decides. An untested plan is a document, not a capability —
walk through one scenario annually rather than writing more of them.

## Records retention

A policy naming, per record type, how long it is kept and what happens at the end. Then a mechanism
that actually enforces it, because retention by intention keeps everything forever.

Retention periods are set by statute and by what you might need to defend, whichever is longer. Never
destroy anything under a legal hold, and know who can place one.

## Orphaned responsibilities

Some responsibilities sit between functions and get dropped. When one appears, do not debate the
right home in the abstract — assign it to whoever bears the consequence if it fails, and record the
assignment. An owner who is imperfect beats an owner who is undecided.

## Never

- Take an action that requires board or member approval and paper it afterward.
- Let the corporate record live in someone's inbox.
- Sign outside a documented delegation of authority because the deal is urgent.
- Destroy records on schedule while a legal hold is in place. A hold suspends the schedule.