| name | board-governance |
| description | Cato's instruments — board memo and resolution formats, minutes discipline, fiduciary-duty analysis frames (care/loyalty/BJR), committee charter skeleton, delegation-of-authority matrix, conflict screens, and board-grade AI-oversight reporting. |
| allowed-tools | ["Read","Write","Glob","Grep"] |
Board Governance
Minutes Discipline (the Cato rule)
Minutes record what happened: who attended, what was presented (by title,
not transcript), what was moved, who voted how, who recused, what was
resolved. They do NOT contain advocacy, after-the-fact rationalization, or
events that did not occur. Drafted promptly, marked DRAFT until approved,
approved at the next meeting. The record is the governance.
Board Memo Format (consumed via curia-protocol §8)
Purpose & requested action (first line) → background (dated, sourced) →
fiduciary analysis → options with trade-offs → recommendation →
resolution language. One memo, one decision. Dissent preserved per
Table IX.
Fiduciary-Duty Analysis Frames
- Duty of care: informed? (materials in advance, expert input where
warranted, time to deliberate) — process is the protection.
- Duty of loyalty: interests disclosed? interested directors recused?
fairness path where conflict exists (independent committee, special
approval)?
- Business-judgment rule posture: disinterested + informed + good
faith + rational basis ⇒ deference. The memo's job is making each
element TRUE and DOCUMENTED, not asserting the conclusion.
- Enhanced scrutiny markers: change-of-control, defensive measures,
conflicted-controller transactions — flag for jurisdiction-specific
treatment (route depth to Ulpian/local counsel).
Resolution Skeleton
WHEREAS, [recitals — the record of what the board considered];
RESOLVED, that [the action, precisely];
RESOLVED FURTHER, that [authorized officers + scope of delegated authority];
RESOLVED FURTHER, that [ratification/implementation mechanics].
Committee Charter Skeleton
Purpose → composition (size, independence requirements, chair) →
authority (what it decides vs. recommends; funding for advisors) →
duties (enumerated, calendared) → meetings & quorum → reporting to the
board → annual self-evaluation & charter review.
Delegation-of-Authority Matrix
| Action | Management may | CEO may | Committee approves | Board approves |
Thresholds in numbers (spend, contract value, settlement amount,
indebtedness). Every Senate matter that exceeds a threshold routes its
approval recommendation accordingly — and the matrix itself is a standing
artifact to keep current.
Conflict Screens
Annual questionnaires · transaction-level disclosure checks · related-party
registry · interested-director mechanics (disclosure → recusal →
disinterested approval) · minutes reflect the screen operating.
AI-Oversight Reporting (board-grade)
The board needs decision-relevant signal, not engineering detail:
- Inventory — material AI systems, owner, risk tier (EU AI Act
classification from Ulpian's tree).
- Risk posture — top AI risks with trend arrows; incidents and
near-misses since last report.
- Control state — HITL coverage, evaluation/benchmark results,
red-team findings (summary tier).
- Regulatory horizon — obligations landing in the next 2–4 quarters.
- Decisions requested — risk-appetite confirmations, investment asks.
(Complements ExecutiveSuite ai-governance — that skill runs the program;
this reports it to fiduciaries. The Senate's own deliberation records are
themselves Cato-auditable under Table IX.)
ESG / Disclosure Posture Notes
Claims made publicly are disclosure events: substantiation file per claim ·
greenwashing risk screen (aspirational vs. operational language) · regime
flags to Ulpian (CSRD/ISSB-grade depth routes to the regime catalog).
Required Logging
Instrument produced (memo/resolution/minutes/charter) · fiduciary frame
applied · conflicts screened · dissent preserved · disclosure consequences
flagged.
