Particularly larger organisations often operate with multiple levels/ layers of formal documentation which defines and directs how the given organisation – and stakeholders within – is/ are expected to operate. It is not atypical for these organisations to have:

* A Company Constitution

* A Shareholder Agreement

* Policies

* Standard Operating Procedures

Whilst I am a firm advocate of solidifying the modus operandi of an organisation by bringing documents of the above nature into effect; I have one over-riding rule of thumb when contemplating preparing such documents. And that is…

What is the real justification for the contemplated written word/ rule/ policy coming into effect ? In a nutshell, why is it really needed, and by introducing the contemplated wording what is hoped to be gained by doing so – what are the likely implications (desired/ adverse/ other).

And from a governance perspective, consider what the appetite of directors is to ultimately support – and if necessary act to reinforce (particularly where stakeholder non-compliance is concerned) – the given proposed written wording should it come into effect.

Time and time again I see organisations go to great lengths in devising elaborate formal documentation with the belief that it will give rise to certain desired outcomes/ stakeholder behaviours; yet when push comes to shove the governance parties involved lack the will and conviction to act when stakeholder deviation from the “prescription” occurs.

My advice where “rule creation” (prescription setting) is concerned is as follows:

a) Avoid including prescribed expectations in any formal document that governance representatives are not prepared to support, or act upon in the event of noncompliance instances. It makes a mockery of the given document and can cause considerable grief and embarrassment for the given governance body.

b) Ensure the “prescription” reflects widely accepted current best practice.

c) Include provision for dealing in a customised manner with anomalies (extenuating circumstances).

d) Include provision for the “prescription” to be changed/ amended at any given point in time. This will help to ensure that the “prescription” is shaped according to most importantly changes in widely accepted current best practices and to incorporate ideas/ approaches/ methodology that had previously not been conceived.

If “prescriptions” are not permitted to be altered as time goes on – and as widely accepted practices evolve – such organisations run the very real risk of stagnating and experiencing market share erosion as the more flexible/ agile organisations operating in the same realm take advantage of their predisposition to quickly change direction/ adapt as they perceive the need to. Tight prescriptions are also not conducive to enabling an organisation to steer a path of continuous improvement – where the central focus is on continuously trying to achieve successively more favourable outcomes by trialing different methods/ approaches/ solutions.

Another serious consequence of rigid/ tight “prescriptions” which attempt to govern human behaviour is that internal stakeholders who are expected to uphold the provisions of the given formal document can become somewhat mindlessly “robotic” in the day to day discharge of their roles. This is so because they become focused on acting in strict accordance with the prescribed frame of reference which governs their particular area of responsibility (to avoid punishment for noncompliance), and therefore refrain from thinking for themselves in order to consider alternative improved ways/ approaches/ solutions that they could apply so as to achieve improved outcomes/ achievements.

So, by all means create and implement innovative formal documentation in a bid to clarify and strengthen the way in which your organisation is expected to operate, but make sure you introduce provisions within which enable your documents to change and evolve as the needs and direction of your organisation (and greater environment) change and evolve; and which don’t stifle independent thought/ creativity/ innovation on the part of internal stakeholders most particularly.