Assessment

Section 6 · Governance

Governance in Practice

What governance actually does — distinct from what its architecture claims.

1. S6-Q1 · Active challengeIn the last 12 months, board challenge has materially changed at least one significant executive proposal, and the minutes record how.

   Strongly disagreeDisagreeNeitherAgreeStrongly agree
   Why we ask

   Behavioural evidence of challenge that changes outcomes, recorded in the minutes. Challenge often happens before a proposal is final.Sonnenfeld, J. A. (2002). What Makes Great Boards Great. Harvard Business Review, Sep. // FRC (2024). UK Corporate Governance Code, Provision 8; Corporate Governance Code Guidance, 'Decision-making'.

   Evidence (optional)
2. S6-Q2 · Risk discussion depthRisk discussions at the board go beyond the register — root causes, interconnections, and risk tolerance are routinely examined.

   Strongly disagreeDisagreeNeitherAgreeStrongly agree
   Why we ask

   Risk oversight goes beyond maintaining a register. Walker set this standard for financial institutions; the Code Guidance applies it generally.FRC (2024). UK Corporate Governance Code, Principle O and Provisions 28–29; Corporate Governance Code Guidance, Section 4. // Walker, D. (2009). A review of corporate governance in UK banks and other financial industry entities. HM Treasury.

   Evidence (optional)
3. S6-Q3 · Agenda balanceBoard agendas allocate adequate time to strategic and forward-looking matters, not just operational reporting.

   Strongly disagreeDisagreeNeitherAgreeStrongly agree
   Why we ask

   Board time should favour strategic and forward-looking matters; setting the agenda is a core responsibility of the chair.FRC (2024). Corporate Governance Code Guidance, 'Role of the chair'. // Walker, D. (2009). A review of corporate governance in UK banks and other financial industry entities. HM Treasury. // Charan, R., Carey, D., & Useem, M. (2014). Boards That Lead. Harvard Business Review Press.

   Evidence (optional)
4. S6-Q4 · Executive scrutiny rigourExecutive presentations to the board are interrogated rigorously, not received politely.

   Strongly disagreeDisagreeNeitherAgreeStrongly agree
   Why we ask

   Polite reception is a known dysfunction; rigour is observable.Sonnenfeld, J. A. (2002). What Makes Great Boards Great. Harvard Business Review, Sep. // Lorsch, J. W. (2017). Understanding Boards of Directors: A Systems Perspective. Annals of Corporate Governance, 2(1). // FRC (2024). UK Corporate Governance Code, Principle H and Provision 13.

   Evidence (optional)
5. S6-Q5 · Independent thinkingDirectors regularly express views that differ from the chair's or the chief executive's before a decision is reached.

   Strongly disagreeDisagreeNeitherAgreeStrongly agree
   Why we ask

   Groupthink shows as suppressed dissent before a decision, not as unanimous outcomes; UK boards usually decide by consensus.Janis, I. L. (1972). Victims of Groupthink. Houghton Mifflin. // FRC (2024). Corporate Governance Code Guidance, 'Decision-making'.

   Evidence (optional)
6. S6-Q6 · Chair effectivenessThe board chair creates space for dissent, summarises positions accurately, and ensures decisions are made — not merely discussed.

   Strongly disagreeDisagreeNeitherAgreeStrongly agree
   Why we ask

   Chair effectiveness is observable: creating space for dissent, summarising accurately and bringing discussion to a decision.FRC (2024). UK Corporate Governance Code, Principle F and Provision 12; Corporate Governance Code Guidance, 'Role of the chair'. // Roberts, J. (2002). Building the Complementary Board: The Work of the Plc Chairman. Long Range Planning, 35(5).

   Evidence (optional)
7. S6-Q7 · Decision record qualityMajor board decisions are documented with the basis of the decision, not just the conclusion.

   Strongly disagreeDisagreeNeitherAgreeStrongly agree
   Why we ask

   Decision-quality is auditable through the reasoning record.Companies Act 2006, s.248 and s.414CZA. // FRC (2024). UK Corporate Governance Code, Provision 8; Corporate Governance Code Guidance, 'Decision-making'.

   Evidence (optional)
8. S6-Q8 · Crisis preparednessThe board has explicitly reviewed how it would handle a major operational, ethical, or financial crisis — not in theory, in scenario.

   Strongly disagreeDisagreeNeitherAgreeStrongly agree
   Why we ask

   Scenario-tested crisis governance is the gold standard; post-hoc improvisation is the failure mode.FRC (2024). UK Corporate Governance Code, Provisions 28 and 31; Corporate Governance Code Guidance, Section 4. // Department for Science, Innovation and Technology (2025). Cyber Governance Code of Practice.

   Evidence (optional)