This newsletter is my way of staying connected with you—and sharing practical governance ideas, insights, and tools that I hope you’ll find useful and worth passing along. Of course, if it’s not the right fit, you can unsubscribe at any time.

• Portugal & Austria - I am fortunate to have recently vacationed in Portugal (Ericeira and Porto) and Vienna, visiting friends and family who are ex-pats there. In Portugal I enjoyed the food, Douro wine and port. In Vienna I enjoyed the art, palaces and Opera House - and even took part in a short “Happy Canada Day” video from the Ambassador’s residence.

• Political & Economic Risks - I’ve been thinking about how exhausting it can be for leaders to make sound decisions when the external landscape keeps shifting. From economic uncertainty to political noise, it’s a tough time to lead—and an important time to pause, prioritize, and engage wisely.

Should the Board Approve This?

Many organizations struggle to draw the line between board-level and management-level decisions. Yet getting this right is foundational to both strategic oversight and effective execution.

There’s no one-size-fits-all answer. Every organization—and every decision—is different. But there is a better way to decide.

Below is a practical filter to help boards and executives assess who should own a decision—based on risk, impact, value, and context.

A more deliberate approach is needed: clear reporting expectations, designed by the board, aligned with its oversight role.

Why it Matters

Effective governance isn’t about control—it’s about contribution.

Boards are often working with limited bandwidth - so every topic on the board agenda should be vetted with “return on investment” (board value) in mind.  When boards stretch themselves across every decision, their strategic focus and influence is diluted.  

When management is unclear about its authority, execution slows and accountability blurs.

Delegation is not abdication. It’s the strategic distribution of decision rights—so that the right people are empowered to make better, faster, and more value-aligned choices.

Clear delegation helps the board focus where it adds the most value and gives management the confidence and space to lead.

Decision Filter: Key Questions to Ask

Boards and executives should move beyond job titles or precedent. Use this filter to evaluate where decision rights should lie—based on who brings the most value and how the decision will shape the organization. 

 See next article (below) how I apply these filters to the AI policy.

Do laws, regulations, contracts, or bylaws require the decision to have board approval?

Even if not, are there regulatory expectations, governance guidelines, or legal risks that imply the board should be involved?  

💡 Fulfil any hard requirements. For softer expectations, be ready to justify your approach.

2. What Is the Risk Level to the Organization?

Does this decision impact routine business activities—or could it materially affect the mission, performance, reputation, compliance, resiliency or culture?

💡 High-risk decisions usually belong at the board.

3. What Is the Long-Term Impact?

Will this decision be short-term and reversible, or long-term and precedent-setting? 

Will it shape material capital allocation, future innovation, organizational structure, or long-term strategies? 

💡 If the decision is high impact with a long tail, the board likely needs to weigh in.

4. Does the Board Bring Special Value?

Does the board bring independent perspective, diverse experience, or critical oversight not otherwise present?

Could it help identify blind spots, challenge assumptions, or reduce conflict of interest concerns?

If the board’s input doesn’t enhance the quality of the decision, it may not need to make it.

💡 If the board’s value doesn’t strengthen the outcome, delegate with confidence.

5. What’s the Organizational Context?

Size and maturity:  Early stage or smaller organizations often need more board involvement.  Mature organizations may need the board to pulled back to more impactful areas.

Leadership strength: Experienced and trusted management teams often earn greater delegation

Past problems: If this area has caused issues before, tighter oversight may be needed—at least temporarily.

Other sources of accountability:  Are there independent experts, auditors, regulators, or partners involved who provide sufficient oversight?

💡 Context calibrates delegation.  It’s not static—it should evolve.

6. What Are Stakeholder Expectations?

Would regulators, funders, shareholders or the public expect board involvement in this decision?  Is there reputational risk if the board is not involved?

What are peers doing?  Does that set a de facto standard?  How is your organization different?

💡 Sometimes perception matters as much as process.

👉 Tip:  This filter relies on subjective interpretations of risk, impact and value — consider gathering multiple perspectives.

The insights that are gathered through this exercise help inform whether the decision should come to the board or stay with management.  The choice is still yours so do whatever makes the most sense for your organization.  Now you have some structure to support you in making the determination.

*  *  *

Next Steps for Boards and CEOs

✅ Audit your current decision model. Where is the board over-involved—or under-involved?

✅ Review your delegation of authority. Are policies based on today’s reality—or legacy assumptions?

✅ Test this filter. Use it on current agenda items and decisions under review.

✅ Create a culture of clarity. Talk openly about who decides what, and why—especially when roles shift.

A smart decision filter brings consistency and empowers people to act.

Need help building or refreshing your delegation model?

Let’s talk. Clarifying decision rights is one of the highest-leverage changes you can make to unlock a more strategic, empowered boardroom.

Free Tools & Guides:  

• Guide: Why the Board May Reach into Management Areas of Responsibility

• Tip sheet: 5 Tips for Better Board Reports

• Cheat Sheet: Recognizing Cognitive Biases in Board Reporting

I hope that you find these valuable. Feel free to share these tools and this newsletter with your connections.

Referrals are always appreciated!

Feel free to share this newsletter - my services may be exactly what they need right now.

Giving Back by Supporting Non-Profits: Is your organization improving the world on a tight budget? Each year Puimac Consulting Ltd. provides a number of presentations pro bono. Non-profits with limited budgets can inquire for more information and on availability.

Let’s keep in touch.