Governance Impact Checklist

Test a proposal against the approval route, the governance code that applies to you, the stakeholder factors in directors' duties and a list of known red flags, then write down what you will change before it goes forward.

Governance codes and directors' duties are standards, not research (Financial Reporting Council, 2024; Swedish Corporate Governance Board, 2024; Companies Act 2006, s. 172). The power-interest sorting behind the win/lose step is a practitioner tool, rarely tested (Mendelow, 1981, as commonly attributed). Alignment here means your proposal fits the obligations of the people who must approve it, not that it will succeed.

Use it when:

• Your recommendation needs approval from a board, a committee or a senior group with formal responsibilities.
• A proposal touches pay, risk, audit, appointments or the structure of decision rights.
• You are an adviser or manager who will be asked "has this been through governance?"

Skip it when:

• The decision is yours or your manager's alone: use 8.13 SMART Recommendation Builder.
• A major change to staff and suppliers needs a full stakeholder-factor analysis: use 3.20 Section 172 Change Lens.

This checklist applies standards, not science. Governance codes are comply-or-explain norms: they say what boards are expected to arrange, not what makes firms perform (Financial Reporting Council, 2024; Swedish Corporate Governance Board, 2024). Directors' duties in UK company law oblige boards to weigh employees, suppliers, customers, community, environment and the long term; critics note these duties are hard to enforce, which is why a working checklist carries weight the statute alone does not (Companies Act 2006, s. 172).

So the page does three jobs. It lets the board place your proposal within its own formal responsibilities. It forces you to name losers as well as winners, because boards find the losers you did not mention. And it turns common failure patterns into boxes you can tick, with a mitigation for each, since a flag you merely noted is a reason to defer that you handed the board yourself.

What you propose:

Who is affected:

Primary approver:

Others who must approve or be consulted, in order, with dates:

Strong answer: "Primary: the board. First the audit committee reviews the risk section (meeting 12 March), then the remuneration committee, then the board on 2 April." Not: "The board and some committees."

For a full list of committees and roles to check, see the optional role checklist at the end of this page.

Illustrative example: the company, the people and the numbers are invented.

The finance director of a Swedish listed manufacturer proposes moving the supplier base to three larger regional suppliers to cut costs. Approval route: audit committee for the risk section, then the board. Code check: Neutral on division of responsibilities; Potential conflict on audit, risk and control, because supplier concentration raises dependency risk. Duties: long-term consequences are mixed (lower unit cost, higher concentration); business relationships are negative for 20 small suppliers (illustrative).

Losers: the small suppliers, a moderate loss. The finance director offers eight weeks' notice and a joint tender for the next round. Red flag ticked: damages key business relationships; mitigation: a transition plan and a named supplier contact. Verdict: adequate alignment; the action list adds a dependency-risk paragraph for the audit committee before the board paper goes out.