Generally, "governance" is laborious, a constant barrage of reactive and proactive measures to guide the organization's overall direction. 

There is so much focus and attention on the "tone at the top" and the ability to establish strategy and objectives and define roles and responsibilities that the "tone at the bottom" is overlooked. 

The tone at the bottom, how internal stakeholders feel about the organization, the leadership, and the general direction are meaningful as they demonstrate culture. Unfortunately, the organization overlooks the tone at the bottom, as do the external stakeholders (e.g., vendors, communities, schools, local businesses).

The stakeholders have the mandate to make governance more effective and efficient. Unfortunately, the organization has not heard from the internal stakeholders (i.e., employees, consultants, contractors, and strategic vendors). Internal stakeholders want to set the organization's direction, feel empowered, and be an integral part of achieving governance. 

From an August 8, 1978 speech by the U.S. Securities and Exchange Commission (SEC) Chairman

Harold M. Williams  to the American Bar Association of NY, Section of Corporation Banking and Business Law on "Corporate Accountability and the Lawyer’s Role." "The debate concerning what is often called "corporate accountability" or "corporate governance" is a good example of this tendency to look for legal solutions to what have traditionally been perceived as ethical questions.  For example, demands are being heard, with increasing frequency, that Congress enact legislation to control the exercise of corporate power. As I have suggested in the past, in my view, the best antidote for such legislation is for corporations to take steps to assure the public that they are capable of self-discipline which is consistent with both the realities of the market-place and the noneconomic aspects of the public interest. Mechanisms which reinforce that assurance must become effective structural components of the process of governance and accountability in the American corporation. In order to implement this concept, I have recommended that corporations constitute their boards exclusively of independent, outside directors with the exception of the chief executive officer; that the CEO not serve as chairman of the board; and that individuals with substantial professional or business relationships with the company, such as suppliers or outside counsel, not serve as directors."

Victor M. Earle, III, Corporate Governance And The Outside Director - A Modest Proposal, 36 Wash. & Lee L. Rev. 787 (1979), 

http://scholarlycommons.law.wlu.edu/wlulr/vol36/iss3/6

Perhaps the most controversial subject affecting American business in the past decade has been the issue of corporate governance. The subject includes a wide range of issues-corporate accountability is a prominent example-which reach the very foundations of publicly-held corporations and thus are of great interest to us all. Indeed, suggestions for reform are emanating helterskelter from every possible source. These suggestions often reflect the political demands and frustrations of a public whose understanding of the American corporation is primitive at best. Equally as often, however, they consist of thoughtful proposals advanced by leaders of business and government. The combined results are rather chaotic. It is the purpose of this article, after recapitulating the recent developments in this volatile field, to offer suggestions to relieve some of the chaos and to institutionalize a rationale process of reform.