The Greatest Opportunity: “When There’s No News”
Governance often makes headlines only when something has “broken.” Boardroom disputes, compliance failures, internal control breakdowns—while these news stories offer valuable lessons from others’ mistakes, they also tend to foster a misconception that “governance is something you think about only after a problem occurs.”
However, governance that truly drives business growth is not about searching for a fire extinguisher after the fire has started. On the contrary, the quiet period “when there’s no news” is the greatest opportunity to review and strengthen your company’s governance design.
Many SME leaders, overwhelmed by daily operations, postpone a systematic review of their governance with the reasoning that “no particular problems have occurred.” This is like setting sail without a nautical chart. You might navigate fine on a clear day, but a small storm can quickly cause you to lose your course.
Do You Have a “Governance Blueprint” for Your Company?
First, I’d like to ask: “Where is your company’s governance blueprint?”
Many leaders possess the “parts”—such as articles of incorporation, work rules, and approval forms—but lack the “overall diagram” that shows how these parts interconnect and ultimately produce what kind of decision-making and business execution. This is the greatest weakness in SME governance.
A governance blueprint is not merely an organizational chart or an operations manual. It visualizes how the following four layers interact.
1. Philosophy & Strategy Layer
Is it clearly articulated “what the company wants to achieve” (philosophy) and “what it will do over the next three years to get there” (strategy)? This is the foundation for everything. If this remains vague, no amount of work on the layers below will be meaningful.
2. Decision-Making & Authority Layer
Who makes important decisions (e.g., entering a new business, making a major investment, revising executive compensation), based on what information, and through what process? A state where the leader alone decides everything is a state where governance has not been “designed.”
3. Execution & Management Layer
Are there mechanisms to ensure that decisions are correctly executed on the front lines and that the process is properly recorded and managed? It is here that specialized functions like legal (contracts), accounting (booking/reporting), and HR (evaluation) finally gain meaning.
4. Verification & Feedback Layer
Is there a loop to verify execution results against the original decisions and strategy, and to feed those learnings back to the upper layers? This layer is completely missing in many companies.
Without this blueprint, even consulting with experts (lawyers, tax accountants, CPAs) will only get you “individual parts,” not an “assembled finished product.” The result is a paradoxical situation where business options are narrowed by the phrase “that’s legally not allowed.”
Three Practical Actions to Start in a Quiet Period
So, how should you start creating your governance blueprint from this very moment? You don’t need to bring in a large-scale consultant. Start with the following three actions.
Action 1: Write Down 10 “Important Decisions”
First, prepare a whiteboard or a large sheet of paper and write down 10 “important decisions” you made in the past year, as concretely as possible.
Examples: “Decided to withdraw from Business A,” “Signed a business alliance contract with Company B,” “Signed a lease for the new office,” “Decided to raise executive compensation by 20%.”
Once written, answer the following questions for each one.
- What other options did you consider before reaching that decision? (Can you recall at least Option A, B, and C?)
- Is the reason for discarding those options clearly documented?
- Who prepared the necessary information for the decision (numbers, risk assessment, legal review), and how?
This exercise will visualize how much your company’s decision-making relies on “personal intuition.” This is the current state analysis for the “Decision-Making & Authority Layer” of your blueprint.
Action 2: “Record” Your Conversations with Experts
Next, try changing just one thing in your next meeting with your lawyer or tax accountant: stop asking, “Can we do this? Is it not allowed?”
Instead, try asking like this:
“We want to achieve ‘X.’ What are the possible conditions or methods to make that happen from a legal standpoint?”
The difference in this approach is revolutionary. The former is a way of asking that “delegates judgment and transfers responsibility to the expert.” The latter is a way of asking that “uses the expert as a translator, allowing the leader to make the choice.”
Record the content of this conversation (with permission) and later transcribe it as “the multiple options and their conditions presented by the expert.” This is the first step in utilizing experts as “tools for design.”
Action 3: Add One “Governance Item” Line to Your Monthly Report
The final action is the simplest and most immediately effective. Add the following single line to the format of the sales or financial reports you review every month.
“When an unexpected event occurred this month, was the time to detect it and report it to the appropriate department/person as per the design? If it was delayed, what was the cause?”
This question tests the function of the “Verification & Feedback Layer.” Whether governance design is working becomes clear not during calm periods, but when a small “unexpected event” occurs. If the cause of a delayed report is “I didn’t know who to report to” or “I was busy and put it off,” that indicates a flaw in the design of authority or processes.
Simply adding this one line will reliably increase the organization’s “governance sensitivity.”
The Quiet Strength a Blueprint Brings
The work of drawing a governance blueprint is unremarkable and mundane. It won’t immediately boost sales or increase customers.
However, its effects are immeasurable.
- Improves the quality and speed of leadership decisions: A clear decision-making framework reduces hesitation and prevents overlooking critical factors.
- Optimizes expert costs: By learning to ask about “conditions for feasibility” rather than simple “yes/no,” you receive constructive advice for realizing business goals, not just safety checks.
- Enhances organizational resilience: Even when the unexpected happens, clear routes for reporting, deliberation, and decision-making allow for a response without panic.
- Makes succession dramatically easier: You can hand over a formalized “blueprint” as explicit knowledge, rather than relying on personal, tacit knowledge.
Major governance failure news stories are moments when another company’s “lack of a blueprint” is exposed. We have the chance to draw our own blueprint before it becomes news.
Today might be a quiet day with no news. Precisely for that reason, why not sit down at your desk, or gather your team, and start drawing the first lines of your company’s governance blueprint? It is the first, and most important, line in creating the big news of the future—news of growth and success.
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