I have spent years on the adviser’s side of the board table around the world since the turn of the century and have never been the person who votes. I want to be honest about that, because it is exactly why I can see this.
From that vista, one pattern keeps repeating. A board receives a good paper, reads it carefully, and decides nothing.
A Paper that Describes is not a Paper that Decides.
A board gets a twelve-page paper on a digital or data programme. The risks are listed. The dependencies are mapped. The recommendation is “note the update.”
Nobody has done anything wrong. But the paper does not ask the board to decide anything, so the board does not. The risks go into the minutes. They are now recorded, and no one owns them.
I wrote papers like that. As an adviser I believed thoroughness was the job. I now think a thorough paper with no decision in it hands the board a problem and no way to close it.
The Person with Expertise is not the Person with Standing.
In the room, the adviser holds the knowledge. The directors hold something different: standing to say yes, no or not yet, and to be answerable afterwards. I do not carry that. They do. When those two things get confused, you get analysis that impresses and decisions that never land. It is the same pattern I keep meeting in programmes, only smaller and faster.
Silence in the Minutes is a Finding.
A risk that appears in the minutes with no owner, no date and no next step tells me something. The board saw the problem and could not find a way to act on it. That gap is where governance on paper turns into governance in practice…or fails to.
What I do Differently Now.
I put the decision on page one. I name who has standing to make it. I say what happens if the board does nothing. And I write for the director who is not technical and should not have to be.
I cannot tell you what it costs to be the one answerable for the outcome. Directors can. What I can tell you is what the gap looks like from where I sit, because I have watched it many times.
For a director or executive
Does the paper you just for in your inbox, ask you to decide something, or only to note it?
Who in the room is standing to close the decision, and are they answerable for it afterwards?
Which risks in your last minutes still have no owner, no date and no next step?
Could an adviser explain this paper to you without jargon? If not, who is it written for?
Please Note: These are my own views, written as a practitioner, and do not represent the position of any other organisation I work with. This piece was drafted with AI assistance and revised by me; nothing here is legal, financial or governance advice for your specific situation, if you're facing a live decision, talk to your own advisers, or local barista!
