Governance and decision

The quality of the decision is the core of modern governance

Ibson Junior: The quality of the decision is the core of modern governance

Most crises are not born from a lack of strategy, but from the fragility of decisions.

Companies do not fail for lack of strategy, but because of poorly structured decisions that erode governance. Strategy is intention, decision is a commitment to consequence. And this is where many organizations slip: they discuss strategy in depth, but operate decisions without explicit criteria. Therefore, modern governance is not about power or formality, but about improving the quality of the decision over time. In the moments when risk, ego, pressure, data and time collide with one another, if there is no structure, governance becomes mere discourse. To be real, it needs to connect leadership, culture, communication and emotional intelligence, answering the whys of each question, always taking into account all the possible impacts of each choice.

Every decision needs to contemplate the risks, the negative impacts and how to convert or mitigate them, since the developments can become destructive and burden the operation too much.

For this reason, it is possible to say that decisions and opinions are essentially distinct. An opinion usually starts from individual understanding and personal experience, often without considering how that impacts the operation, the company or the system as a whole. Even when it comes from technical expertise, it can still be a partial reading. A decision, on the other hand, requires study, analysis, diagnosis and a broad view of positive and negative impacts, moving from the shallow to a more critical and structured examination of reality. An opinion does not foresee everything: it is comfortable, whereas a decision is irreversible. An opinion protects the ego, a decision assumes risk.

When criteria are not declared, influence takes the place of structure.

In environments like this, what is actually guiding decisions: criteria or power dynamics?

Governance needs sensitivity and reading of the environment to make the best decision, despite the consequences. You have to ask: “Do we have visibility? Are we confident that we will reach our objective? Will the losses be corrected along the process?” Especially at the C-Level, the question is: how do you balance colliding points of view without giving up clear criteria? How do you integrate internal and external views, also extracting the best that boards can offer?

To resolve disagreements, avoid pleasing everyone

Integrating different views and claims is always a challenge that requires active listening, but it goes far beyond that. Those who make choices and take decisions will never be able to please everyone. There is one point that is impossible to relativize:

Every decision needs an owner. Because if it does not have an owner, it becomes collective opinion. Diluted responsibility rarely reduces risk; it only postpones it.

Who is responsible for making the final decision? Is that person taking into consideration the pros and cons of each path? Were they able to consult the necessary parties? Were they able to preserve governance, results, people, operation, processes? Do they have an assertive checklist? Do they know how to delegate and collect information internally so that all areas contribute to an effective flow of communication that consolidates governance?

The owner of the decision needs to be surrounded by people who bring them inputs for a correct reading of the scenario. After all, the intention may be good, but the execution may be terrible. No board or external factors will be able to undo the knots of internal lack of clarity.

Midfield, top and board: the real test of governance

The first test of governance is always to understand how many layers exist within the company up to the point of decision. Beyond the operation, which executes what was decided at the top, there is still a midfield that needs to translate the decisions and objectives defined by senior leadership. Among the various possible gaps are the failure of the intermediate layers to assimilate information and the lack of tact coming from the top, since inadequate communication always causes the message to be lost. The third common barrier is the lack of access to information, that is, when the middle simply does not fully share its reading or does not communicate it accurately.

The middle needs to supply the top with information about the operation. The top, in turn, needs to understand how things work and, based on that, structure a decision. Without this awareness, the top will not have a complete view of the situation and will not be able to truly benefit from a consultation with external layers, above all with board members. This pre-consultative phase is fundamental, because without it, board members will have to take positions based on noise. However, when all layers connect and information is able to go back and forth as cleanly as possible, the board can be extremely effective and help the decision owners define the best directions.

Without a clear internal structure, no external instance can raise the quality of the decision.

The board brings the external reference that none of the parties can see: neither the operation, nor the middle, nor the top. The background, the experience and the otherness of these members qualify the information for decision-making.

Boardroom with executives around the table and Ibson Junior's brand at the center, under the pillars quality, protocol and true north. Illustration from Ibson Junior's article on the quality of the decision in governance.
A board does not impose direction. It illuminates the criterion. In the strategic silence between quality, protocol and true north, decisions cease to be impulses and become architecture.

The board: catalyst of quality, protocol and true north

Given this context, what is the board’s role in good corporate governance? How can this select group contribute to the decision owner? More than that, what is the differential of having or not having a board? There are many questions, but the main answer is that the board needs to enter as a catalyst of the quality of the decision, being fundamental to governance. However, the board does not act alone: it needs to receive significant agenda items from the C-Level executives. The real needs and greatest difficulties need to be laid out clearly. The board refines the vision of senior leadership so that everyone understands what the priority is.

And here lies another gap: often, economy, revenue, processes and innovation get in line first, with people last. The CFO, for example, may say that we are investing too much in marketing, when there are indispensable foundations being ignored. In these situations, the board notices when the board of directors is obsessed with revenue, but neglecting other vital dimensions. And when the decision owner brings real difficulties, the board can optimize the reading, show shortcuts, frictions and enhance solutions.

The board expands the mind of the “owner” and of the board of directors to see the whole and make the right decision at the right time, always also considering macro factors such as the market, politics and polarization.

And here comes the analogy of the neurosurgeon, who even when leading a complex surgery, in which any failure of the hands or of a piece of equipment can be fatal, does not make their decisions alone. Neurosurgeons have multidisciplinary teams and follow rigid medical protocols that support their decisions. Within the operating room, they are the owner; the teams are the operation of the company and the board members are the protocols that define the guidelines and indicate how to prepare for different scenarios and risks.

Method does not limit talent; it protects talent under pressure.

Bolavip Brasil case: when the decision is architected, the result becomes a consequence

Bolavip is a sports media portal with an emphasis on football that we brought to Brazil through Futmarketing, the company of which I was co-founder and CEO. At the time, the site already operated in countries such as Argentina, Colombia, Mexico and Peru, but it did not yet exist in the Brazilian market. Between 2018 and 2019 we structured the partnership with Futbol Sites and started the local operation supported by an important strategic asset: a robust ecosystem of sports fanpages, especially of football clubs, which added up to about 40 million followers on Facebook.

These pages worked as an audience lever, directing the social media public to the portal’s editorial consumption. In 2021 we sold these assets to Playmaker, which had recently acquired Futbol Sites, a move that definitively integrated us into the global ecosystem of the operation.

This process coincided with the peak of the pandemic, when much of the market was still trying to understand how to react to isolation and to the abrupt changes in digital behavior. We were already operating in a remote model, which placed us in a relatively comfortable position to react quickly.

The reading was clear: there would be an unprecedented concentration of online audience and, if we wanted to capture this opportunity, we would need to qualify the decision. This meant investing in editorial structure, expanding the team of journalists and social media, adjusting processes and preparing the portal to scale. It was a scenario of uncertainty, with a retracted market and widespread pressure, but the decision was neither intuitive nor impulsive. There were more defensive paths available, such as reducing investment and preserving cash until the scenario stabilized. They were analyzed and consciously discarded. It was architected from an analysis of audience, behavior, operational capacity and risk projection.

Clarity of criteria preceded any growth.

Infographic of BolaVIP's historic record: more than 1 billion sessions in 2022 (1,001,449,743), the most-read digital sports media in Brazil, from FutbolSites. Reference in Ibson Junior's article on governance and decision.

The result came in 2022, when we reached the mark of 1 billion sessions and consolidated Bolavip as the audience leader in digital sports media in Brazil and Latin America, surpassing traditional competitors. Growth became visible. The architecture already existed before it.

More important than the number, though, was the learning. The performance was not the fruit of isolated boldness, but a direct consequence of the structuring of the decision. The pandemic created a bubble of digital attention far above normal, and we knew how to read that scenario without romanticizing it. It was a period more of scalability than of editorial refinement; we hired, expanded operations and adjusted the tone of voice while growth was happening.

It was not a perfect process, nor aesthetically “beautiful” like a case planned for years, but it was consistent. We took advantage of the window, strengthened the brand with the car in motion and built maturity along the way. This move consolidated market positioning and sustained new corporate acquisitions, including the later purchase of Playmaker. In addition, it reinforced a thesis that I keep defending: solid results rarely come from impulse. Under pressure, method protects the decision. Without method, pressure distorts the criterion. It is usually a consequence of well-structured decisions, sustained by reading of context, governance and capacity for execution.

Deciding under pressure requires maturity. And reactive decisions are costly. At that moment, the pressure came not only from goals or results, but from the scenario itself. That is when emotional intelligence ceases to be discourse and becomes an instrument of governance: separating real urgency from collective anxiety, separating ego from criteria and understanding that a mature decision is not the absence of fear, it is acting despite it.

Companies are not what they plan, they are what they decide.

The destiny of the organization is proportional to the quality of the decisions it sustains. You have to decide already considering consequences, foreseeing the worst-case scenario and ensuring that it is not destructive. If it works, you scale. If it goes wrong, you do not collapse. When the structure is fragile, everything becomes a priority. And when everything is a priority, nothing is.

Here comes a point that closes the cycle: decision is culture. Each decision sends an invisible message about what is tolerated, what is valued and what is rewarded. If the decision is incoherent, culture becomes discourse. Because, in the end, the organization is not what it declares, it is what it decides to sustain.

Today, I leave here a question for you to answer with sincerity: if the quality of decisions were the only metric of governance, how many organizations would really be well evaluated today?

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