In governance, we spend a great deal of time asking whether the right things are in place.
Does the organisation have a board charter? Are committee terms of reference approved and reviewed? Is there a delegation of authority framework? Are conflicts of interest declared? Are policies reviewed on cycle? Does the board complete an annual evaluation? Are the right matters reserved for the board?
These questions matter. Governance needs structure: documented authority, clear responsibilities, appropriate controls, and evidence that required processes have been followed.
But there is another question we should ask more often:
Is any of it actually working?
An organisation can have the right governance structures on paper and still be poorly governed.
When structures exist but governance does not
A board charter can be technically sound while the board struggles to distinguish oversight from management.
A committee can have comprehensive terms of reference while repeatedly discussing matters outside its mandate or failing to interrogate the matters squarely within it.
A delegation of authority framework can exist while nobody is entirely certain who may make a particular decision.
A board evaluation can be completed every year, produce a report and recommendations, and identify exactly the same concerns twelve months later.
A conflict-of-interest process can become an administrative exercise in completing declarations rather than a mechanism for identifying and managing real conflicts.
And a board can receive hundreds of pages of information without receiving the information it needs to exercise effective oversight.
In each case, the governance mechanism exists.
The real question is whether it is achieving what it was designed to achieve.
From existence to effectiveness
Governance frameworks are necessary. So are policies, charters, registers, reporting structures and controls.
But their existence is not the end goal.
A board charter exists to bring clarity to the board’s role, authority and functioning.
Committee terms of reference should enable committees to understand and discharge their mandates.
Delegations should create accountability while allowing decisions to be made at the right level.
Board reporting should help directors understand performance and risk, challenge management, and make informed decisions.
Board evaluations should make boards more effective.
When we lose sight of these underlying purposes, governance can become an exercise in maintaining governance infrastructure rather than improving how the organisation is governed.
That distinction matters.
Compliance is the foundation, not the finish line
This is not an argument against compliance.
Compliance is fundamental. Organisations operate within legal, regulatory and governance frameworks for good reason, and boards and governance professionals must ensure appropriate systems exist to meet those requirements. Effective governance also depends on internal behaviours, transparency and challenge not merely external rules. accaglobal
But compliance should provide the foundation on which effective governance is built. It should not become the limit of our ambition.
The fact that a requirement has been satisfied tells us something important.
It does not necessarily tell us whether the resulting governance mechanism is useful.
That requires a further level of enquiry.
Better questions to ask
Instead of only asking:
Do we have a board charter?
We might ask:
Does the board operate in accordance with it, and does it still reflect what this board needs?
Instead of:
Was the board evaluation completed?
We might ask:
What changed because of the last evaluation?
Instead of:
Did management submit the report?
We might ask:
Does the report give the board what it needs to understand performance, risk and the decisions required of it?
Instead of:
Is there a policy?
We might ask:
Is the policy understood, applied, and producing the behaviour or control it was intended to create?
These are not necessarily more complicated questions.
They are simply questions about outcomes rather than existence.
The governance professional’s role
This is also where the governance profession continues to evolve.
Our value cannot rest only in knowing what governance requires. Increasingly, we need to understand the organisations in which those requirements must operate.
That means understanding the business well enough to recognise when a governance process supports decision-making and when it obstructs it.
It means understanding boards well enough to distinguish between information being provided and meaningful oversight being enabled.
It means exercising professional judgement rather than assuming that the existence of a framework is evidence of its effectiveness.
And sometimes, it means being willing to ask an uncomfortable question:
Why are we doing this?
Not because governance requirements should be disregarded, but because understanding the purpose behind a governance mechanism is often what allows us to implement it properly.
That is the difference between administering governance and helping governance work.
Take it into the week
Choose one governance mechanism in your organisation.
It could be a board or committee charter, policy, delegation framework, board report, action register, evaluation process, or another governance control.
Then ask three questions:
What is this supposed to achieve? Look beyond the requirement that caused it to exist. What governance outcome is it meant to support?
What evidence do we have that it is working? Not that it was approved, reviewed or completed but that it is achieving its intended purpose.
If we removed it tomorrow, what would change? If the honest answer is “very little,” it may be worth examining whether the mechanism exists primarily on paper rather than contributing meaningfully to how the organisation is governed.
Good governance needs frameworks.
It needs policies, structures, processes, controls and records.
But ultimately, governance has to do more than exist.
It has to work in practice.
Which governance mechanism in your organisation looks strongest on paper but deserves a closer look in practice?