Fixing the Code: The Governance Oversight I Refused to Ignore

Compliance alone is insufficient. Boards can fail when formal structures are sound but the board’s contact with operating reality is weak. The practical answer is not another layer of rules; it is better contact, scrutiny and evidence. The military “two-down” planning principle provides one useful analogy: Chairs and NEDs need structured exposure beyond a single executive information channel.

• The issue arose during review of the draft UK Corporate Governance Code through NEDonBoard.
• Steven identified a perceived gap and drafted a proposed section rather than merely criticising the wording.
• Governance failures often arise from application, contact and information architecture rather than from the absence of formal rules.
• Practical implications include Chairs engaging the executive team beyond the CEO and NEDs maintaining informed, structured contact below board level.

• Where a board is technically compliant but operationally detached.
• Where the CEO has become the board’s only meaningful information channel.
• Where strategic drift is occurring below the level visible in formal board papers.
• Governance reset in regulated, investor-backed or transformation environments.

This page is a concise executive summary. The original long-form article remains the full source.