This is article 7 in my series on designing internal governance.

As we discussed at the start of these articles, the need for governance arises because we want to be able to exercise the degree of control we need over our organisation. In the previous six articles, the structures we may establish to provide this have been discussed at some length. However, we might as well not bother unless we communicate clearly and effectively what we have set up, why, and how it helps everyone! This article considers what documentation is required in order to support good internal governance.

Talking people through the way the governance is intended to work is always a good idea. People listen when you tell them stories – and I know I often stop listening when there isn’t some kind of story – because story is how we make sense of things. Talking about how it should work allows you to weave in stories about why it is the way it is, as I have tried to do in these articles, which may maintain interest and help people to see the benefits as well as the irritations.

Documentation for governance

However, talking alone is not enough. The story people hear is not always exactly the one you told. If it was not written down, who is to say whose memory is right? Documentation is there to make sure that there is a definitive reference point to go back to when disagreements arise. There is a good reason why, although verbal contracts are legally binding, people generally prefer the written sort!

Governance as a contract

Think of governance as a form of contract: we specify what authority we are giving, to whom and under what circumstances, and what accountability we are getting in return. The documentation records the terms of the contract, shows that it was agreed, and provides evidence that it was complied with.

The documentation required for governance should balance the need to avoid unnecessary bureaucracy with the need for documents which can resolve later differences of opinion, provide traceability and auditability, and also (depending on circumstances) meet the need for transparency. Authorities delegated should be clearly set out in Letters of Appointment (Individual) or in Terms of Reference (Collective), signed as issued by an authorised person, and signed as accepted by the person being authorised. You don’t want to hear “I never received that”, or “that’s not what I understood”.

Where Collective authority is granted, as a minimum there must be a written record of all decisions made, and of those present at the time (to demonstrate that the quorum was present, so that the terms of the delegation were satisfied).

Words matter!

Documentation is about communication, not just about record keeping. The language used matters. This is difficult: clearly where important decisions are made, accuracy is essential, but it must not be at the expense of intelligibility by all. Old-fashioned legalese may have been very precise in its meaning, provided you understood the code, but was almost as unintelligible as a foreign language to most people. If you want people to stick to what you meant to authorise them to do, and to accept accountability for what you expect, there is no room for ambiguity. Woolly or opaque language makes it easy for people to say “Oh, that’s not what I thought you meant”. Use plain English, short sentences, simple constructions, and not convoluted prose, as far as you can. Don’t use several words when one will do! Even better, use diagrams where appropriate. But however hard that is, write it down somehow: however it is written, it is always better than nothing!

Principles to be established:

• What formal documentation (e.g. Terms of Reference, Letters of Appointment) is appropriate
• The circumstances where formal authorisation and/or acceptance of documentation will be required
• How widely the arrangements will be communicated