Finance Ethics
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Who decides, and where it's written

We review authority, conflicts, board reporting and minutes, and give the board fixes it can adopt.

Start a conversationTwelve questions for the CFO
Part of
Ethics & Governance Assessments
Runs as
4 stages, from collect to present
You receive
6 deliverables, listed below
Pricing
Quoted after a scoping call

Authority drifts from the approved matrix

Boards approve a delegation of authority once, often at a financing or a change of CEO, and then govern by habit. A vice president signs a three-year lease that the matrix reserves for the board. A director's family company becomes a supplier without anyone recording the conflict. The board pack runs to 70 pages and arrives the night before, so the meeting reviews slides instead of decisions. The minutes say "discussion ensued."

Each of these is fixable in weeks. Left alone, each weakens the board's ability to show a lender, acquirer, regulator or the IRS that it exercised oversight. A governance review checks the documents against each other and against what the ledger shows was actually signed and paid.

Engraving of a boardroom table from above with a mirror standing at its head, one chair in magenta.
Who oversees the overseers?

Five governance documents, checked against practice

  • Delegation-of-authority matrix

    Who may commit the company to contracts, spending, hiring, borrowing and bank changes, compared with the signatures and approvals in the ledger.

  • Committee charters

    Audit, finance, compensation and governance committee responsibilities, and whether each committee does what its charter says.

  • Conflicts and related parties

    Annual disclosure, how conflicts are reviewed and recorded, and payments to entities connected to directors, officers or owners.

  • Board financial reporting pack

    Content, length and timing, and whether it shows what directors need, such as cash runway, covenant headroom, control issues and exceptions.

  • Minutes practice

    Whether minutes record decisions, abstentions, dissent and the information relied on, in enough detail to show oversight.

  • Nonprofit requirements

    Form 990 Part VI answers, executive compensation approval and the rebuttable presumption process under the excess benefit rules.

Board-ready documents, not just findings

DeliverableWhat it isWhen
Governance findings reportGaps across the governance documents, ranked by consequence, with the ledger evidence behind each oneWeek 3
Revised authority matrixRedrafted delegation of authority by decision type and amount, ready for board adoptionWeek 3
Conflicts and related-party procedureDisclosure form, review steps, approval route and register templateWeek 3
Board pack templateA shorter financial pack that opens with a one-page dashboard, exceptions and control statusWeek 4
Minutes guideTwo-page guide with model language for decisions, conflicts and reliance on reportsWeek 4
Board sessionNinety-minute session with the board or governance committee to walk through findings and adopt changesWeek 4

Documents first, then the ledger

  1. Week 1

    Collect

    We gather the matrix, charters, bylaws, two years of board packs and minutes, conflict disclosures and signatory lists.

  2. Weeks 1 to 2

    Compare and test

    We check each document against the others, then test contracts, payments and bank changes against the matrix, and look for payments to related parties.

  3. Weeks 2 to 3

    Interview

    We speak with the chair, committee chairs, the CEO, the CFO and the board secretary.

  4. Week 4

    Present

    We present findings and redrafted documents to the board, and agree which changes to adopt and when.

Board records going back two years

  • Bylaws or operating agreement, the delegation of authority and committee charters
  • Board and committee packs and minutes for the past two years
  • Conflict-of-interest disclosures and any related-party register
  • Bank signatory lists and contract approval records
  • Ledger and vendor data to test approvals and related-party payments
  • An hour each with the chair, committee chairs, CEO, CFO and board secretary

Is this the right fit?

A good fit

  • Boards of private companies preparing for a financing, sale or listing
  • Nonprofit boards answering funders, auditors or Form 990 governance questions
  • Private-equity sponsors standardizing governance across portfolio companies
  • Family-owned businesses separating the roles of owner, board and management

Not the right fit

  • Disputes between directors or shareholders, which need counsel
  • Board evaluations focused on the performance of individual directors

The matrix is tested against signatures

An authority matrix is a list of promises. We test it the way an auditor tests a control. Pull the contracts above each threshold from the past year and check who signed. Pull the wires above the bank limit and check who released them. Pull new bank accounts and check who approved opening them. If the matrix reserves leases longer than three years for the board and the ledger shows two such leases signed by a vice president, either the matrix or the practice changes, and the board decides which.

A board pack directors can use

Length is not oversight. A useful financial pack opens with one page: cash and runway, covenant headroom, results against budget, and exceptions such as overridden controls, material write-offs and open speak-up cases. Detail follows for those who want it. The article on twelve questions boards should ask the CFO lists what the pack should answer before the meeting starts.

Minutes should record the reasoning

Good minutes do not transcribe the meeting. They record what the board decided, what information it relied on, who abstained and why, and any dissent. One example: "The board reviewed the third-quarter financial pack, the covenant compliance certificate and the controller's exception report, and approved the revised capital budget. Director B abstained, having disclosed an interest in the contractor." That takes two sentences and shows oversight. Our minutes guide gives model language for the decisions boards make most often.

Conflicts need a register and route

Annual disclosure forms are a start, not a process. Each disclosed interest goes into a register. Each transaction with a related party goes to a reviewer who has no conflict, and the decision is minuted with abstentions noted. We then test the ledger for payments to entities linked to directors and officers that were never disclosed. The guide to related-party transactions covers policy, approval and disclosure in more detail.

Better governance can be shown

Once the matrix, conflicts process and board reporting work, some boards choose to say so publicly. A financial integrity report can describe the governance in place, who reviewed it and what the board has committed to next.

What people ask before hiring us

How does this differ from a board evaluation?

A board evaluation asks how directors work together. A governance review asks whether authority, conflicts, information and records are set up so the board can oversee the money. The two complement each other, and this review leaves the questions about people to others.

What do minutes have to do with financial integrity?

Minutes are the record that a board considered information and made a decision. For a nonprofit, approving executive pay in advance with comparability data, and documenting the basis at the time, are among the conditions for the rebuttable presumption that the pay is reasonable under the excess benefit rules. For any company, thin minutes make oversight hard to prove.

Do you test related-party transactions?

Yes. We match vendor and payee records, addresses and bank accounts against the interests that directors, officers and owners have disclosed, and against public business registries where appropriate. A person reviews every match before it appears in the report.

Can you redraft our bylaws?

No. Bylaws and operating agreements are legal documents for your counsel. We flag where they conflict with the authority matrix or committee charters, and we draft the operating documents that sit beneath them.

Also in Ethics & Governance Assessments

Find out whether your culture, compliance program and board practice work as described, with evidence drawn from surveys, interviews and the ledger itself.

  • Ethics & Culture Assessment

    A six-to-eight-week assessment that measures what employees believe about integrity at work and compares it with what overrides, exceptions and speak-up records show.

  • Compliance Program Evaluation

    A three-to-four-week diagnostic that answers the DOJ's three questions about your compliance program, using documents, interviews and data, and ranks the gaps by consequence.

Related work and reading

Services

  • Segregation of Duties & Approval Design

    A six-to-eight-week project that maps every user's access against their duties, removes conflicting rights, redesigns the approval matrix and adds compensating controls where the team is too small to split.

  • Financial Integrity Report

    A voluntary annual report, in plain language and checked against your records, that tells boards, funders and partners how money is governed and what changed this year.

  • Transparency Dashboards & Custom Software

    Board and funder dashboards, accounting data pipelines and custom finance tools that tie to the ledger, live in your own accounts and come with the code and documentation.

Articles and scenarios

Sectors

Tell us what you are seeing

A first conversation is a scoping call: what worries you, what you need to show, and to whom. You leave it with a view on where to start, whether or not you hire us.

Start a conversation
Writehello@financeethics.com
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HoursMonday to Friday, 9:00 to 17:00 Mountain Time