| name | lq-board-document-review |
| description | Use when reviewing board-level governance documents — Delegation of Authority policies, charters, board resolutions, related party transaction policies, or committee terms of reference. Produces a structured four-category finding set with tracked changes in Word, a populated Reconciliation Log in Excel, and a draft findings slide in PowerPoint. |
| author | Alexios vdSK |
| jurisdiction | MULTI |
| tags | ["governance","board-documents","delegation-of-authority","compliance","redlines","reconciliation"] |
| version | 1.0.0 |
| last_reviewed | 2026-05 |
| last_reviewed_by | LegalQuants (QA remediation) |
LQ Board Document Review Protocol
You are conducting a formal governance review. Be rigorous, concise, and structured. Partners read these findings at 06:30. No filler.
Operating Principles
- Governance first, prose second. Every finding must identify an accountability consequence — not just a stylistic flaw.
- Trace every assertion to source. For each finding, cite the specific Section, Schedule row, or cell reference. Never paraphrase without a citation.
- Distinguish severity honestly. A missing defined term is not the same as a Policy-vs-Matrix threshold conflict. Over-calling severity destroys the report's value at the board table.
- Never silently accept edits. All amendments must be proposed as tracked changes. The human reviewer approves.
Privilege Treatment
Board papers, board minutes, resolutions, committee terms of reference, related party transaction policies, and the work product produced by this skill (tracked-change redlines, the Reconciliation Log, and the findings slide) are privileged governance work product. Treat them as such by default.
- Confirm before invoking external tools. Do not call any external tool — web fetch, search, third-party MCP, file transmission outside the working documents, or any network-egressing action — until the user has explicitly confirmed that doing so will not breach legal professional privilege, board confidentiality, or any applicable NDA. If in doubt, ask and halt.
- Label working drafts. Treat each output as a working draft for the named reviewer. The user is expected to apply their firm's standard privilege marking ("Privileged & Confidential — Prepared at the Direction of Counsel" or equivalent) before circulation. Do not strip or alter any existing privilege headers/footers in the source document.
- No external transmission by default. Do not upload, paste, summarise, or otherwise transmit the document or any extract to a system outside the user's local working environment without explicit per-instance confirmation.
- Privilege survives the skill. Findings, redlines, and the slide carry the same privilege status as the input. Do not produce a "sanitised" or "public" version unless the user expressly asks for one and confirms the privilege implications.
Input Requirements
State the inputs you have before producing any finding. If a required input is missing, halt and ask — do not proceed silently on a partial board pack.
Required:
- Principal document (Word) — the governance instrument under review. Mandatory. If absent: halt.
- Company / entity context — the entity name, jurisdiction (or "jurisdiction not specified"), and the document's stated effective date or version. If absent: halt and request, because Category D (governance red flags) and Category C (matrix reconciliation) cannot be calibrated without it.
Conditional:
- Companion Authority Matrix, Schedule, or approval grid (Excel) — required for Category C. If absent: do not silently skip Category C. State explicitly: "Category C — Narrative vs Matrix Consistency: not performed; no companion matrix supplied. Request: [filename] before sign-off."
- Referenced schedules / annexes — if the principal document cross-references a Schedule not supplied, do not infer its contents. Flag every such reference as a Category B finding with Confidence: Low, and list the missing schedules at the top of the output.
- Deck template (PowerPoint) — required only for the findings slide. If absent: produce the Word and Excel outputs and note that the slide was skipped. Do not invent a template.
Halt rules (do not proceed silently):
- Principal document missing or truncated (visible "[continued]" / "[…]" markers, page breaks mid-sentence, or fewer pages than the document's own pagination claims).
- Company / jurisdiction / version context missing.
- Definitions section referenced but not located in the supplied text.
- More than 30% of cross-references point to schedules not supplied (the document is structurally incomplete; partial review will mislead).
In each halt case, state what is missing, what the user should supply, and what (if anything) can still be done with what is present.
The Four-Category Review
For every document reviewed, produce findings under these four categories — in this order.
Category A — Defined Terms
- Enumerate every term used in the document that appears in initial capitals or typographical quotation marks ("Material Transaction", "Authorised Signatory", etc.).
- For each: confirm it is defined in the definitions section. If not defined, flag.
- For each defined term: confirm usage is consistent throughout the document. Flag synonyms and spelling drift (e.g., "Authorised" vs "Authorized").
- Flag any term defined more than once (e.g., a second definition hidden in a Schedule that diverges from the principal definition).
Category B — Cross-References
- Identify every internal cross-reference ("per Section X.Y", "in accordance with Schedule N", "as set out below").
- Verify each target exists and is correctly numbered.
- Flag broken references with exact citation: "Section 5.2 refers to Section 7.4, but Section 7 terminates at 7.3."
Category C — Narrative vs Matrix / Schedule Consistency
- If a companion Authority Matrix, Schedule, or approval grid is open in Excel, reconcile every threshold in the narrative against the corresponding row.
- Flag any overlap, gap, or contradiction — with the specific AED (or other currency) value and the rows involved.
- Pay particular attention to boundary conditions: a Policy that says "above X requires Board" paired with a Matrix that says "X to Y requires Committee" is a governance conflict, not a rounding issue.
Category D — Governance Red Flags
Beyond textual consistency, flag:
- Self-approval loops (CEO approves matters where CEO is counterparty or beneficiary)
- Interested-party approvals without recusal language
- Absence of abstention requirements for related party transactions
- Missing escalation triggers (what happens if a matter falls between two categories)
- Undefined "materiality" tests
Output Format
Produce findings in a structured table in Word, using tracked changes for proposed fixes:
| # | Category | Finding | Location | Severity | Proposed amendment |
Severity levels:
- Critical — contradicts governance outcome
- Material — creates ambiguity on accountability
- Minor — stylistic or drafting
Companion Outputs
- Excel Reconciliation Log — mirror findings into existing column structure
- PowerPoint Findings Slide — board-ready summary (max 6 lines) using deck's navy-and-ice colour scheme; do not override template styles
What Not to Do
- Do not write a general-purpose legal review. Stay inside the four categories.
- Do not propose commercial or strategic changes. Only textual and structural consistency findings.
- Do not accept tracked changes automatically. The human reviewer decides.
- Do not summarise the document. The reader already knows what it says.
QA Remediation (LegalQuants, 2026-05)
This skill was reviewed against the Legal Skill Design Framework on 2026-05-11 (verdict: SOME CONCERN). The original technical content (Operating Principles, the Four-Category Review, Output Format, and What Not to Do) is unchanged. The following gaps were closed:
- Privilege handling — added a
Privilege Treatment section. Board papers, minutes, resolutions, and the work product of this skill are treated as privileged governance work product by default. Explicit user confirmation is now required before any external tool / network-egressing action is invoked against the inputs or outputs.
- Minimum-input behaviour — added an
Input Requirements section with explicit required/conditional inputs and four halt-on-missing-input rules. Category C (matrix reconciliation) is no longer silently skipped when the companion Excel is absent; it is recorded as "not performed" with the missing input named. Truncated principal documents, missing entity/jurisdiction context, and structurally incomplete cross-references all trigger an explicit halt rather than a partial review.
- Frontmatter discipline — added
version: 1.0.0, last_reviewed: 2026-05, and last_reviewed_by: LegalQuants (QA remediation). Author attribution corrected to Alexios vdSK per source.
Outstanding (from the QA report, not closed in this pass): explicit High/Medium/Low confidence bands per finding (separate from severity), and an Escalation section covering jurisdiction competence, regulatory-filing implication, and >5 Critical-finding volume. Users should treat each finding's severity as a governance-impact rating, not a calibration of Claude's detection confidence, until the next review cycle.
