The symptom
Consider an organisation where a governance committee meets every month. Its minutes over the past year record discussions, updates and noted items — but almost no decisions. Members attend, review reports, ask questions, and move to the next agenda item. Nothing that reads as a genuine choice, made in that room, with consequences that follow from it, appears in the record.
The pattern is common enough to be a recognisable type: a governance forum that has become an oversight ritual rather than a decision-making body, sustained by habit and attendance rather than by anything the forum actually does.
What leaders usually conclude
The most common conclusion is that the committee has become ineffective and should either be reformed or disbanded — that its members are going through the motions, that the agenda has drifted from substance to status updates, or that the forum was never given real authority in the first place and is now simply theatre.
This diagnosis is not unreasonable. Some governance forums genuinely are theatre. But it treats the absence of recorded decisions as evidence that no decisions are being made anywhere in the organisation’s governance system, which is a different and much larger claim than the minutes alone can support.
What the evidence suggests
In the scenario above, decisions relating to the committee’s own remit are, in fact, being made — elsewhere. They happen individually, between meetings, by the same people who sit on the committee but acting in their line roles rather than in their committee capacity. The committee reviews decisions that have already happened by the time it meets. The forum exists; the authority that was meant to sit inside it has migrated outside it.
This is consistent with what research on decision rights inside growing organisations tends to find. Bain & Company’s survey of executives at more than 350 global companies, published by Paul Rogers and Marcia Blenko in Harvard Business Review, found that only around 15% of respondents said they worked in an organisation whose decision-making structure genuinely helped it outperform competitors. The same research identified recurring points where decision authority stalls or drifts — between global and local levels, between a central function and a business unit, between different functions with overlapping claims on the same decision. A governance committee that has lost its real authority to the line roles of its own members is a specific instance of that broader pattern: the formal structure and the operating structure have separated, and the formal structure is the one left holding an empty ritual.
The organisation, in other words, has the appearance of collective governance and the reality of individual decision-making distributed across people who happen to also sit on a committee together once a month.
Competing explanations
There are at least three plausible readings of a committee with no recorded decisions, and they are not mutually exclusive. The first is the one above: authority has migrated outside the forum, and the forum has become a review of decisions already taken. The second is that the committee’s remit was always ambiguous, so nothing reaching it is ever clearly “its” decision to make, and matters default to whoever feels ownership in the moment. The third — and the one worth taking seriously precisely because it is the least flattering to the diagnosis above — is that the committee is functioning exactly as intended: as a genuine oversight and review body, never meant to make operational decisions, and the absence of decisions in the minutes is not a symptom at all but a correct description of its role.
Distinguishing between these requires knowing what the committee was actually chartered to do, not what its name implies it should do. A body called a “governance committee” carries an assumption of decision authority that its founding mandate may never have granted.
The consequences of confusing the two — a body that has quietly become bureaucratic versus one that was always meant to be an oversight function — are asymmetric. Disbanding a genuine oversight body because it “makes no decisions” removes a check that was working exactly as designed, on the mistaken belief that review without decision-making authority is inherently pointless. Leaving a genuinely captured forum in place, on the other hand, allows an organisation to believe it has collective governance over a matter that is, in practice, being resolved by whichever individual happens to be closest to it at the time — with no shared visibility into how consistently, or how well.
A further misconception worth naming is the assumption that more frequent meetings or a more detailed agenda would fix either problem. Neither addresses the underlying question of where authority actually sits. A captured committee meeting weekly instead of monthly still reviews decisions that have already been made elsewhere; a genuine oversight body given a longer agenda is still not, and was never meant to be, a decision-making body. The fix, where one is needed, has to start with clarifying which of the two the forum actually is — not with adjusting its cadence or its paperwork.
The same pattern appears across many kinds of organisation; see Other Sectors for how it is read elsewhere.
Questions worth considering
- Where are the decisions relating to the governance forum’s remit actually being made — and was that location a deliberate design choice or an unplanned drift?
- Was the forum ever intended to decide, or only to review — given that the two are frequently confused under the same label?
This perspective is part of Governance.
Your team is facing similar challenges?
Subscribe to The Riddle Ledger
Perspectives are sent as they are published, with no promotional email, and you can unsubscribe at any time.