Canonical definition

What are decision rights?

Decision rights are the explicit assignment of who decides what, who is consulted, who is informed, and who can veto. The four-role model (decide, consult, inform, veto) covers most cases. Decision rights are a governance tool that makes implicit power explicit. Their absence produces decision concentration; their presence releases it.

What this means for the owner

If people keep asking permission for decisions they should be able to close, the issue may not be confidence. It may be that the company never named the deciding right. Check where approval requests repeat, where exceptions escalate, and where the same call is reopened after meetings.

Do not add more meetings before the decision right is visible.

What it actually does

Decision rights work across four named roles:

• Decide. The person whose call closes the decision. There is one decide-role per decision.
• Consult. The people whose input must be heard before the call is made. Their opinion is mandatory; their agreement is not.
• Inform. The people who must be told once the decision is made. They do not block the call; they need the news.
• Veto. The people who can stop the decision regardless of the decide-role's preference. Often the board, a co-founder, or a regulatory function.

What it is not

• Not the same as RACI. RACI tries to capture four things at once and usually obscures the deciding question. The four-role decision-rights model isolates who decides as the single most important fact.
• Not the same as org chart. The org chart describes manager lines. Decision rights describe deciding lines. They overlap but are not identical.
• Not the same as approval workflow. An approval workflow is a procedure. Decision rights are a structural fact upstream of the procedure.
• Not optional for serious decisions. Implicit decision rights produce conflict. Explicit decision rights produce decisions.
• Not a one-time exercise. Decision rights are a living document that updates when authority transfers, roles change, or governance shifts.

Three common patterns

When to use it

Name decision rights when:

• The same decision is being re-litigated in different meetings.
• Senior hires have failed because they did not have the rights the role suggested.
• Investors or board members have entered and the historical structure no longer fits.
• The founder is the bottleneck and the cause is unclear authority, not lack of trust.
• A cross-functional decision keeps stalling.

Skip the formal exercise when:

• The team is below ten people and authority is naturally clear.
• Decisions are closing fast and the pattern is healthy.
• The framework would be performance, not structural change.

Common questions

How is the four-role decision-rights model different from RACI?

RACI uses four letters (responsible, accountable, consulted, informed), but the responsible/accountable distinction often confuses teams. The four-role decision-rights model uses decide, consult, inform, veto, which is sharper.

Where should decision rights live as a document?

In the governance binder, the operating manual, or the equivalent of a company wiki. It must be readable in five minutes by a new exec hire.

Does every decision need named rights?

No. Decisions below the discretion threshold of each role do not need named rights. Decisions above that threshold do.

Does the board hold veto on every decision?

No. The board holds veto on the decisions named in the operating agreement or shareholder agreement. Naming those decisions explicitly is part of the decision-rights work.

When should an owner bring this into Business Problem Review?

When unclear decision rights are creating delay, rework, owner dependency, or failed delegation. Bring the decisions that keep coming back and the roles that are supposed to own them.