← Essays Essay · Governance

Who Decides What in a Growing Company?

By Stan Tscherenkow · Published August 2025 · Updated October 17, 2026

Quick Answers

What is the governance gap? A governance gap is a mismatch between the decisions a company needs to make and its arrangements for authority, information and oversight. It can appear when responsibilities expand but people still rely on informal permission. Delays can also come from missing information, skills or capacity; they do not establish a governance problem on their own.
When should a growing company review decision authority? Review it when managers take on decisions previously made by founders, a management layer changes how information reaches owners, commitments span teams or markets, or ownership and oversight arrangements change. These are situations to examine, not a sequence tied to particular revenue levels.
What can a governance gap look like? People may seek approval for decisions they were expected to own, disagree about who can commit the company, or make related commitments without a shared review. Check the actual decision and its context before attributing these patterns to governance.
How can a company start improving decision authority? Choose one recurring decision. Agree who can make it, the information and limits they need, which exceptions require approval and who handles them. Test the arrangement in ordinary work and review where it helped or failed before extending it.

As your company grows, decide which commitments managers can make, which remain with the owners and how exceptions reach the right person. The aim is usable authority: people can act within agreed limits, while decisions that need wider review receive it.

How to use this piece

Use this essay to work through authority, escalation and oversight as responsibilities change. For one recurring decision, consider who decides, within which limits and with what review.

Argument map

The Governance Gap

Surface signal

Responsibilities have expanded, but permission and review arrangements may still reflect an earlier company.

Structural business problem

Check whether the person responsible has the authority and information to act.

Next move

Agree decision limits and exceptions, then see how they work in practice.

A company can assign a manager responsibility for delivery while leaving every unusual customer commitment with the owner. That arrangement may be appropriate for some decisions. It becomes a problem when nobody can explain which decisions belong where, or when the approval route cannot support the work.

This essay examines that gap between responsibility and authority. It offers practical questions for agreeing how decisions work; it does not prescribe a governance structure from the company’s revenue.

What the governance gap is

Here, governance means the arrangements for consequential company decisions: who can decide, what information they need, which limits apply and how the decision is reviewed.

In a small company, owners may make decisions directly and share information informally. As responsibilities spread across managers, locations or partners, the same arrangement may leave important questions unanswered. A job title alone does not settle spending authority, customer commitments or exceptions.

A governance gap is one possible explanation for those difficulties. A manager may already have authority but lack current information, the skills to assess an option or time to act. Those causes call for different changes.

Responsibility becomes usable when people understand what they can decide and when they need someone else involved.


When to revisit decision authority

Look at what has changed in the company. The following situations can prompt a review; they are not revenue thresholds or a required growth sequence.

Changes to examine

  • Managers take on decisions previously made by owners. Agree which customer, supplier or operating commitments they can make and which exceptions need approval.
  • A management layer changes the flow of information. Decide what owners and managers need to see, who provides it and when it needs attention.
  • Commitments span teams or markets. A sales promise can affect delivery, purchasing and cash. Agree who coordinates the decision and whose input is needed before a commitment.
  • Ownership or oversight changes. New owners, investors or board arrangements can change decision rights. Check the actual agreements and applicable requirements with qualified advisers rather than inferring them from revenue.

What happens inside the gap

Start with an actual decision and follow how it moved through the company. A delay or disagreement is evidence to examine, not proof of a single cause.

Routine decisions return for approval. Check whether the manager knows the limit, has the information to use it and expects the owner to support a decision within it. The companion essay explores the price of unclear authority.

Responsibility is disputed. Two people may each believe the other should decide, or each may believe they can commit the company. Agree the decision owner, required input and escalation route before the next occurrence.

Related commitments are reviewed separately. Individually reasonable purchases or promises may create a combined obligation nobody has considered. Decide who can see the whole commitment and when it needs a shared review.

A useful question is: “If I were unavailable, which decisions would wait, and why?” Distinguish decisions deliberately reserved for an owner from those blocked by unclear authority, missing access, information or capability.


What makes the change difficult

Writing an authority arrangement is only part of the work. Owners and managers also need to understand how it will operate when a decision is uncertain or goes badly.

Too much process can slow useful action. Start with the decisions where confusion or conflicting commitments matter. State the limit and exception clearly enough to use; review whether the new approval step adds useful information or merely another wait.

Delegation changes the owner’s involvement. Agree what the manager can decide and when the owner will review it. If the owner repeatedly reopens decisions made within those limits, examine whether the limits, available information or expectations need to change.

The change takes time and attention. Choose observable signs of usefulness, such as fewer unnecessary approvals, a clearer record of commitments or exceptions reaching the right person. Consider the time spent maintaining the arrangement as well as any benefit.


Put one decision arrangement to work

Choose a recurring decision with the people involved. Agree a small, usable arrangement, try it in ordinary work and adjust it from what happens.

What to agree

  • Decision owner and limits. Name who can decide, what they can commit and which situations need someone else’s approval.
  • Information and access. Identify the facts needed for the decision, where they come from and who keeps them available.
  • Exceptions and review. Name who handles an exception and when related commitments should be considered together. Choose a review rhythm that fits the decisions.
  • A check in real work. Follow the next relevant decisions. Can people act within the limits? Are exceptions reaching the right person? Change what remains ambiguous.

For example, a company could agree which delivery-date changes a manager may accept and which need input from sales and operations. This is an illustration, not a client result. The arrangement is useful only if the people involved can use it and the commitments remain workable.


Governance in multi-owner businesses

When several people own a business, distinguish operating decisions from decisions reserved for the owners. Consider how a proposal receives input, who can approve it and what happens when owners disagree.

Informal expectations may differ even when the relationship is good. Discuss consequential commitments, owner involvement and the information each person needs. The related guide considers when growth becomes a governance problem.

Match the arrangement to the company. Ownership agreements, formal board powers and legal obligations need appropriate professional advice. Business work can help owners clarify the operating question and agree what they want an arrangement to accomplish.

Stan Tscherenkow Business Coach, Consultant, and Advisor Business coaching, consulting and advisory for owners.
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