LoVasco Briefing Episode 2: What True Governance Actually Looks Like in a Retirement Plan

Most plan sponsors believe they’re governing their retirement plan. Many of them are wrong.

They have committee meetings. They review quarterly reports. Their advisor presents investment performance. Someone takes notes. On paper, it looks like oversight.

But activity is not the same thing as governance.

That distinction—and the risks hidden inside it—is the focus of Episode 2 of The LoVasco Briefing, where I sat down with Christopher Schuppe to unpack what true retirement plan governance actually looks like under ERISA, and why so many organizations mistake motion for process.

As Chris put it early in our conversation:

“Just because you have activity doesn’t necessarily mean that you have governance…just as if you have a gym membership, it doesn’t mean that you’re in shape.”

It’s a simple analogy, but an important one. Because when regulators come knocking, they’re not evaluating whether you were busy. They’re evaluating whether you had a prudent, documented fiduciary process in place.

That’s a very different standard. Continue watching the full episode for a deeper dive into what Chris presents as the picture for what true governance looks and feels like. Or continue reading for a summary overview of the fuller conversation.

Coming Soon: Live Training

Interested in diving deeper and learning more? Join the waitlist for our upcoming live training session, "The Governance Gap," a live fiduciary training built for plan sponsors who want to lead with confidence. Details coming soon, so join the waitlist today to be sure you don't miss the announcements and updates!

A Quarterly Report Is Not a Governance Process

One of the most common blind spots we see is plan sponsors pointing to their quarterly investment reports as proof of fiduciary oversight. They’ll hand over a polished report showing fund performance, expense ratios, trailing returns, and benchmark comparisons and say, “Here’s our governance process.”

But reporting is just data. Governance is what happens next.

As Chris explains, quarterly reports are inherently backward-looking. They tell you what happened. They do not explain what should happen now.

“You’re looking from a rear-view mirror about what happened. And you really need to sit down and look at, okay, now what are we going to do about it?”

That distinction matters. Without a framework for interpretation, discussion, and decision-making, a quarterly report is simply information—not oversight.

Governance Is About Decisions, Not Presentations

At its core, fiduciary governance is not about reviewing investments. It’s about making and documenting prudent decisions in the best interest of participants. That means committees cannot operate as passive audiences while vendors present decks. They must function as decision-making bodies.

Too often, what we see are meetings where the advisor presents a report, the committee listens, and the meeting ends with a vague note like: Investments reviewed, no changes made.

That is activity. It is not governance.

A true governance process should tell a story. Someone reviewing your fiduciary file should be able to understand exactly what was evaluated, why it mattered, what thresholds were applied, what alternatives were considered, and why the final decision was made—even if that decision was to take no action.

As Chris plainly put it:

“If you’re just looking at the investment performance, then you’re really just managing a portfolio. You’re not governing a plan.”

That’s the difference.

What a Governance-Grade Committee Meeting Looks Like

Strong governance starts with structure, as Chris himself has written before.

That includes a formal committee charter that defines who is responsible and what authority they hold. It includes an Investment Policy Statement (IPS) that establishes the criteria for selecting, monitoring, and replacing investments. And it includes meeting minutes that document not just what was discussed, but how decisions were made.

A governance-grade committee meeting should include:

• Confirmed quorum and attendance documentation
• Review and approval of prior meeting minutes
• A structured agenda tied to the IPS and committee charter
• Fund performance review against IPS watch-list criteria—not just returns
• Fee benchmarking reviews
• Plan health metrics like participation and deferral rates
• Participant outcome analysis
• Formal action items with owners and due dates
• Documented rationale for every decision, including decisions to take no action

That last point is often the most important. Because under ERISA, regulators are not judging outcomes first; they are judging process.

“The Department of Labor will always lean on process, not necessarily outcomes.”

You are not required to pick the best-performing fund. You are required to prove you followed a prudent process in selecting and monitoring it. That principle applies to investments, fees, service providers, and virtually every fiduciary responsibility attached to the plan.

Meeting Minutes Matter More Than Most People Realize

Meeting minutes are often treated like administrative housekeeping. In reality, they are one of the strongest forms of fiduciary protection a committee has.

Good meeting minutes do not provide a word-for-word transcript. They summarize decision points. They document the rationale. They establish accountability. They show proof of deliberation.

And when something goes wrong, they become invaluable. Because without them, you are left trying to recreate history under pressure. As Chris put it:

“If we don’t have that story… then you have a problem, because then you’re trying to recreate history under pressure, which rarely ends well.”

That is not where any plan sponsor wants to be.

Fee Benchmarking Is More Than Looking at One Number

Another major area where governance often breaks down is fee benchmarking. Many plans believe they understand their fees because they know their “all-in cost.” But that single number often hides far more than it reveals.

True benchmarking requires breaking fees into their individual components:

• Recordkeeping fees
• Third-party administration fees
• Advisor fees
• Investment fees

Each should be evaluated independently using third-party benchmarking data—not just whatever the advisor or recordkeeper provides. And true independence matters. If the same logo appears on the advisor’s business card, the investment platform, and the recordkeeping provider, there is an inherent conflict of interest.

Committees need objective comparisons to determine whether fees are fair and reasonable—not assumptions based on convenience or long-standing relationships. As Chris noted, benchmarking should answer a simple question: Are we getting value in each of these areas relative to the market?

That question is far more important than simply asking whether fees feel “normal.”

What Regulators Are Actually Looking For

When the Department of Labor or IRS audits a plan, they are not asking whether you picked the best investments. They are asking for proof. They want the plan document. They want the IPS. They want the committee charter. They want meeting minutes. They want documentation showing how fiduciaries made decisions and whether those decisions followed an established process.

In short, they want evidence of governance. And yet, most plans believe they are fine simply because they have meetings and receive reports. Chris said it best:

“I think that probably 98% of plans out there think they’re fine… what they have is false confidence.”

That false confidence can be expensive.

A Simple Next Step: Test Your Governance Process

If you’re reading this and wondering whether your committee has true governance or just activity, that uncertainty is worth paying attention to. The good news is, there’s a simple place to start…

Our Retirement Plan Assessment helps plan sponsors evaluate whether they have the right fiduciary oversight process in place, or whether gaps are creating unnecessary risk.

→ It takes just 3 minutes.
→ It’s completely free.
→ You’ll receive customized results instantly.

More importantly, it helps answer the question that matters most: Is your retirement plan consultant actually doing their job—and are you fulfilling yours as a fiduciary?

Because governance isn’t about looking busy. It’s about having a process that protects participants, protects the company, and protects you.

Watch the full episode of The LoVasco Briefing embedded above for deeper context and practical examples. And if the conversation raises questions about your own plan, Chris and I are always happy to help.

Your Plan Has an Advisor. Does It Have Governance?

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