Dormant.

Rules of Engagement (ROE) are a combination of a country’s national strategy, international law, and military capability.

ROE guide everyone from the Chief of Defence to a private solider on when they can use force against an enemy.

Countries have ‘dormant ROE’ which are pre-drafted ROE that can be activated as the strategic environment changes.

Every organisation has a governance structure - whether it knows it or not, designed it or not, applies it or not, or even knows that ‘governance’ means.

Every organisation has a dormant governance structure.

It’s perfectly compliant with every law and regulatory framework.

Regardless of what the board, the chief executive, or the governance person, reports or assumes to be their organisation’s governance, the dormant governance continues to apply.

What awakens and reveals the dormant governance?

A visit by a regulator. A crisis. An accident or injury. A whistleblower. A due diligence or merger or takeover or liquidity problem.

Any of these events triggers the measuring of the actual governance against the legal or regulatory or best practice governance.

You’ll get away with your presumed governance for as long as it takes for one of these events to reveal that the rest of us presumed your governance is.

Governance is like the iceberg.

Waiting.