board-governance

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:

1. Inventory — material AI systems, owner, risk tier (EU AI Act classification from Ulpian's tree).
2. Risk posture — top AI risks with trend arrows; incidents and near-misses since last report.
3. Control state — HITL coverage, evaluation/benchmark results, red-team findings (summary tier).
4. Regulatory horizon — obligations landing in the next 2–4 quarters.
5. 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.