Canonical definition
What is a decision rights matrix?
A decision rights matrix lists each consequential decision and assigns four roles: who decides, who is consulted, who is informed, who can veto. It is compact, explicit, and audit-able. The matrix is sharper than RACI because it isolates who decides as the single most important fact, instead of splitting responsibility from accountability.
In one sentence
One page that names who carries each consequential decision in the company.
What it actually does
The matrix is a single document that does four things:
- Names the decisions. Lists the ten to thirty decisions that actually matter in the company. Operational decisions below a discretion threshold are not listed.
- Names the deciders. One name per decision. The decider closes the call.
- Names the consult and inform roles. People whose input is mandatory before the call, and people who must be told once the call is made.
- Names the veto holders. Often the board, a co-founder, or a regulatory function. The decisions on which veto applies are listed explicitly.
What it is not
- Not RACI. RACI splits responsibility from accountability and confuses teams. The four-role matrix isolates the deciding question.
- Not a process diagram. It describes who decides, not how the decision is made. Process diagrams are downstream of the matrix.
- Not an org chart. The org chart shows reporting lines. The matrix shows deciding lines.
- Not a one-time document. The matrix updates when authority transfers, roles change, or governance shifts.
- Not exhaustive. Decisions below the discretion threshold of each role are not in the matrix. Only consequential decisions are listed.
Three short examples
Example 1
The pricing decision that needed a deciding column.
Pricing seemed to belong to the head of sales. The matrix showed that pricing actually involved sales, finance, and the founder, with no named decider. Pricing decisions had been re-litigated for nine months. The matrix closed the question in one meeting.
Example 2
The hire that the board could veto.
An exec hire was about to be made by the COO. The matrix revealed that the board held veto on senior hires per the operating agreement. The board was consulted, the hire was modified, and the executive joined with full backing.
Example 3
The exception that became a manager call.
A discount request had been escalating to the founder. The matrix added 'discount up to ten percent' to the manager's deciding column. The manager closed similar decisions in hours afterwards.
When to use it
Build a decision rights matrix when:
- The same decisions are being re-litigated in different meetings.
- Senior hires are failing because their rights are unclear.
- Investors have joined and the historical structure no longer fits.
- Cross-functional decisions are stalling.
- A capital event or governance change is imminent.
Skip the matrix when:
- The team is below ten people and authority is naturally clear.
- The matrix would be performance, not structural change.
- Decisions are closing fast and the pattern is healthy.
Common questions
- How long should a decision rights matrix be?
- One page if possible, two at most. Ten to thirty rows. Each row a consequential decision. If it gets longer, the threshold for inclusion was too low.
- Where should the matrix live?
- In the governance binder, the operating manual, or the company wiki. Readable in five minutes by a new exec hire.
- How often should the matrix be updated?
- Quarterly review. Immediate update at any authority transfer, role change, or governance shift.
- Who should sign off on the matrix?
- The principals (founders, owners) and the board. The exec team executes against it; the principals own it.
- Who builds decision rights matrices for private businesses?
- Stan Tscherenkow's private advisory reads the existing authority pattern, surfaces the gaps, and produces the matrix as part of a Tier 02 monthly read or as a deliverable inside a Tier 01 single engagement on governance or founder bottleneck.