Governance rarely fails on paper

On paper, corporate governance looks orderly.

There are clear requirements, defined roles, and well-established procedures. Company secretaries prepare documents. Directors approve. Shareholders are informed. Records are kept.

In practice, governance rarely breaks down because teams don’t understand their responsibilities.
It breaks down because governance work involves many people who are not working from the same context, information, or timeline.

What appears as a compliance or efficiency issue is often a collaboration problem in disguise.

Governance is inherently multi-stakeholder work

Even in relatively simple company structures, governance rarely sits with one person or one team.

It typically involves:

• Company secretaries or in-house administrators handling day-to-day work

• Directors who step in when approvals or decisions are required

• Shareholders or ultimate beneficial owners who are even less involved in routine matters

• Occasionally, external advisors, auditors, or banks

The challenge is not that these stakeholders are uncooperative.
It’s that governance is not their primary job, and they do not track entity information continuously.

When action is required, they often need to reconstruct context quickly — and that is where friction begins.

Common friction points teams encounter

These issues surface repeatedly, across companies of different sizes:

Ad-hoc approvals without shared context

Directors are often asked to approve documents without having followed the entity’s updates closely. They may:

• Look for old documents to refresh their memory

• Ask for previous records again

• Or approve based on limited context, simply because they were asked to

Shareholders and UBOs working with even less visibility

Shareholders are typically less involved than directors in routine governance work. When they are suddenly asked to review or confirm something, they often need to:

• Search through long email threads

• Check different chat tools

• Ask the same questions again because information is scattered

Multiple versions of “the latest” document

Files prepared at different times, by different people, stored in different places — all technically valid, but not clearly current.

Unclear status and responsibility

Teams are unsure:

• Who has responded

• Who is still pending

• Whether a document has already been reviewed or approved

Repeated follow-ups that feel unnecessary

Not because stakeholders are slow, but because they don’t have a clear, shared view of what’s happening.

None of these issues stem from lack of competence or intent.
They stem from working without a shared structure.

The hidden cost of governance friction

Some consequences are visible — delayed filings, last-minute stress, or missed deadlines.

Others are less obvious but just as damaging:

• Increased compliance risk due to fragmented information

• Weak audit trails that are hard to reconstruct later

• Burnout within governance teams who spend more time chasing than managing

• Erosion of confidence among directors and stakeholders

• Reputational exposure when errors surface externally

Governance friction often goes unnoticed — until something goes wrong.

Why traditional tools don’t solve this

Most governance tools were not designed with stakeholders in mind.

• Email is fast, but offers no structure or traceability

• Shared drives store files, but don’t show status or context

• Messaging apps speed up communication, but fragment records

• Enterprise systems are too complex for occasional users like directors or shareholders

Critically, many tools focus on task execution by handlers, while communication and collaboration with stakeholders are treated as external to the system.

As a result, the people who need the clearest context often have the least access to it.

Rethinking the problem

When governance breaks down, the instinct is often to:

• Add more reminders

• Tighten controls

• Introduce more checklists

But governance doesn’t improve through pressure alone.

It improves when everyone involved can see the same information, understand the same context, and act with confidence.

Governance is not just about completing tasks —
it is about coordinating people around accurate, shared information.

A note on modern governance tools

Some newer platforms are beginning to rethink governance as a shared workspace, rather than a back-office function.

Smoooth is one example — a digital workspace designed to centralize entity records, documents, and updates, while allowing both internal teams and stakeholders to access the information they need without complexity.

For teams looking to reduce coordination friction and improve transparency, you can learn more about Smoooth or create a free account to explore the platform at your own pace.