Who is entitled to approve a commitment of this size, and where is that written down?
We build governance for family offices, and then we hold the year that keeps it alive.
The problem
Somebody committed four million dollars, and nobody could say whether they were entitled to.
In February the head of the operating business at Calderwood Holdings committed USD 4 million to a plant expansion without a resolution of the board. As it happens, it was a good decision.
The governance failure is that nobody could say whether he was entitled to make it, and there was no record to consult. Two cousins want a written answer. The chair wants one before the next distribution.
That is what we are hired to fix. A family cannot say who was entitled to decide, and the next decision may not be a good one.
Calderwood Holdings is invented, and so is every Calderwood document on this page. It is not a client and it is not based on one.
Three questions
If you cannot answer these today, you are not governed. You are administered.
What did the family decide about distributions in 2019, and what changed it?
If the founder were unavailable for six months, what would stop?
What you retain
You are not buying software. You are retaining a governance office that happens to run on an instrument we built.
Governance is not a project with a completion date. Once it is built, the year has to be held: the sittings, the packs, the registers, the reviews. We hold it, for as long as you want it done.
We assess
Six dimensions, scored by a facilitator against your evidence rather than by you against yourself.
We architect
Decision rights, bodies, thresholds and the policies that set them, written as your law rather than as advice.
Then we hold the year
The sittings, the packs, the registers and the reviews. Then it begins again, until you tell us to stop.
The governance year
What a year of being governed actually looks like.
- Four board packs assembled from the record, approved section by section, published
- Every decision reviewed as it is locked
- One reassessment against the same instrument, so movement is visible
- Capital requests routed through the policy that governs them
- The policy review cycle kept, and its compliance measured
- The next generation brought in as they come of age
Q1 sitting
Q2 sitting
Q3 sitting
Q4 sitting
- The pack is due five days before each sitting.
- The reassessment runs once a year.
- The policy cycle runs continuously.
Decisis
Ask your own records a question, in your own words.
Named after stare decisis, to stand by things decided. It runs the search under your own seat, so a passage you may not read is a passage that was never returned. It answers with your records and quotes your own documents with the version cited.
It states no figure that is not in the records, and that is enforced in code rather than requested in a prompt.
What does our charter say about distributions?
Distributions shall not exceed 3 per cent of the trailing three year average of net asset value, and shall be subject to the reserve requirement set out in clause 9.
Notice of a proposed distribution shall be given to every member of the Family Council not less than 30 days before the sitting at which it is considered.
And when it cannot answer: Nothing in your records answers this. You get the silence, and the four registers you might look in instead.
The Book of Law
Nothing you decide can be edited. Including by us.
An approval is a signature over a wording, so editing the wording voids it.
The result is a record that answers the question the family could not answer in February: who was entitled, what did they decide, on what authority, and what did it replace.
This record is drawn for illustration.
Enterprise Decision Record
ReferenceCLDW-000214
Question
Whether the distribution for the 2027 financial year should be set at the ceiling the charter allows.
Decided
It is set at 2.4 per cent of the trailing three year average, below the ceiling, on the recommendation of the Investment Committee.
Rationale of record
Two of the three property assets are in refurbishment and the reserve is below its own floor. The Council preferred a lower distribution now to an interruption later.
A permanent record of how you decide.
A locked decision is permanent. It is never rewritten, only superseded, and both halves stay in the lineage for ever.
The Governance Operating Index
The measure of whether you are actually running it.
Eight components, each one a fraction of your own records against a stated standard, recomputed continuously and with no facilitator in the room. Every figure opens the register it came from.
You look at this in the eleven months of the year when nobody is assessing you.
- Sittings held
- 2 of 4
- Papers before the deadline
- 2 of 18
- Decisions with a reason and an authority
- 6 of 6
- Risks within their review date
- 2 of 3
- Conflicts ruled on
- 2 of 2
- Capital routed through its policy
- 1 of 1
- Policies within their cycle
- 2 of 3
- Undertakings closed by their date
- 0 of 3
Nothing here is coloured red or green. A threshold that says which of these is bad is a judgement, and no judgement is drawn until somebody with the standing to make it has made it.
The instrument
The method is written down, versioned and immutable. These are its dimensions, not its results.
6dimensions of governance, assessed
24questions, scored against your evidence
120written anchors, so two facilitators score alike
5maturity stages, at cutoffs the instrument carries
8index components, computed from your own records
1kind of client. Family offices, and nothing else.
No peer median. No benchmark. No estimated point gain. Not one figure on any screen we build is a number we could not open the records behind.
Insights
Writing on governance, for people who have to decide.
The seventy percent statistic is not evidence
Where the figure came from, what it actually counted, and the three questions that would tell a family where it really stands.
Eighty-six percent have no succession plan for the people who decide
The succession most families have thought about is the shares. The one J.P. Morgan found missing is the people who run the place, and it is the one that stops an office within a week.
Who you are engaging
We ran a family office before we started advising them.
The three frameworks and the instrument were written here rather than licensed in. The platform was built here too. The partners do the work themselves, at every sitting.
Winter Park, Florida. We work internationally.
It begins with a conversation, then an assessment.
Tell us what you cannot currently answer. A partner reads it.