Corporate Governance
Our Corporate Governance team advise on all aspects of Corporate Governance matters.
Corporate Governance refers to the way a business is managed, controlled and how decisions are made. Its purpose is to facilitate effective, entrepreneurial and prudent management to deliver long term success of the company.
Having an effective Corporate Governance strategy in place ensures that responsibilities are clearly defined, and decisions-makers well informed to take proper decisions, that a company’s objectives and how it intends to achieve them are transparent and that all stakeholder’s interests are borne in mind. Such clear structures preserve and enhance the value of the business and its attractiveness to investors.
Missing Corporate Governance on the other hand can be – or often has been – the root cause for corporate failure and endangers the trust in the organisation both in the inside and on the outside.
Corporate Governance
The Corporate Governance team of Herrington Carmichael can help you not only to assess your own Corporate Governance but also the Corporate Governance risk of targets companies in case of investments or purchases. We can support you to develop and implement your Corporate Governance strategy in a manner bespoke to the needs of your company.
Based on a robust track record in Corporate Governance and corporate/commercial law our expertise can immediately be integrated into your Corporate Governance projects and support your organisation with boots on the ground.
We provide:
- Assessments of Corporate Governance risks
- Bespoke Corporate Governance frameworks
- Clear presentations and training for boards or internal staff
Due Diligence
Our team has many years of experience in Corporate Governance, working with a variety of different businesses across a range of sectors. For the Assessment of Corporate Governance Risk, we can support you with:
- Developing, preparing and drafting with you a questionnaire with relevant questions to review the key structure of a company from a Corporate Governance perspective.
- Going through the questions and requesting specific documentation from a the person responsible for legal corporate matters at the company.
- Reviewing key documentation and responses provided by the company to ensure it is in line with key principles of Corporate Governance with a focus on transparency, effective information flow, roles and responsibilities and flagging where this is not the case and provide you with recommendations as how to enhance structural effectiveness.
Board Evaluation Services
To support you with your regular Board meetings, we can assist you by:
- Preparing and sending invitations for board meetings during a year.
- Collecting and review of board material to ensure correct timing and clarity for board members.
- Attending board meetings and taking minutes
- Drafting minutes and circulation of draft minutes.
- Finalising minutes together with the chair.
Assessments of Risks
Boards are responsible and accountable for the strategy and its implementation in a company. A first step to ensure compliance with this responsibility is to get an independent assessment of the current documentation, structures, way of decision making and information flow. Based on our experience and knowledge we can help you in an efficient way to provide such an assessment which is a starting point of a better organisation so you can focus on your business and prepares you for the future strategy of your company.
Similarly, we help you to properly respond to questions by different stakeholders like investors, banks, supervisors, rating agencies or investigators about your Corporate Governance, which will save you time and effort.
We also help investors with their due diligence into a target company’s Corporate Governance to give them comfort as how the company operates and that they can take a sound investment decision.
Bespoke Frameworks
To make sure that the strategy set by the board is reaching all levels of the company, clear structures need to be in place. This entails the development of:
- Clear roles and responsibilities to avoid any overlaps or gaps, which lead to a waste of resources and are slowing down of the business;
- Clear and transparent structures to make sure that necessary tasks are delegated properly down and incidents are escalated properly to give the board the ability to deal with issues in a timely manner;
- Proper decision-making processes to ensure that every decision maker in the company is equipped with the right prerequisites to make decisions in such a way to avoid unnecessary risks.
We can support with the development of bespoke frameworks for the requirements of your specific company in alignment with your overall strategy including tailored Corporate Governance principles, position descriptions and delegation and decision-making principles.
Presentations & Training
The board of directors has the overall responsibility for the company and needs to act in the best interest of the company. In order to do that, they need to be collectively and individually suitable to manage the company. We can:
- Develop and provide tailored induction training for newly appointed directors;
- Develop and provide tailored development training on Corporate Governance for individual directors or the whole board;
- Support with board effectiveness evaluations.
In addition, it is vital that all staff of the company are aware of the Corporate Governance structures and processes of the company. We are happy to:
- Develop and provide for your employees or to senior management induction or development training on Corporate Governance.
AGM Support
For the needs of your AGM’s we can support you by:
- Preparing, drafting and agreeing with you the notice for the Annual General Meeting (AGM) in particular with respect if the timing, the required content, the length of the AGM, required approvals and requirements for the publication.
- Reviewing the documents accompanying the notice and flagging any issues to you.
- Reviewing any information to be published on the website.
- Preparation of a script for the chairperson, discussing and preparing the chairperson for the meeting, preparing potential questions and responses for the shareholders.
- Collecting and review of board material to ensure correct timing and clarity for board members.
- Attending the meeting and taking minutes.
- Drafting minutes and circulation of draft minutes.
- Finalising minutes together with the chair.
Support for AIM Companies
Our team has many years of experience in Corporate Governance, working with a variety of different businesses across a range of sectors. We can support you by:
- Reviewing, identifying and agreeing key legal, regulatory and operational requirements of your company from a corporate governance perspective.
- Reviewing documentation and discussion with you or your contact responsible for corporate legal matters in particular about board responsibilities for legal/regulatory/operational requirements and about delegation within the company.
- Reviewing the responses provided by you to ensure they are in line with key principles of Corporate Governance with a focus on transparency, effective information flow, roles and responsibilities, highlighting where this is not the case and providing you with short written report with recommendations as how to enhance structural effectiveness.
- Developing, preparing, and agreeing with you corporate governance frameworks and principles based on the recommendations in line with what has to be published on your website in accordance with rule 26 of the AIM rules including responsibilities of the members of the board of directors and details of any committees of the board of directors and their responsibilities.
Company Secretary Services
Our services cover the legal technicalities that underpin corporate decisions, by drafting the necessary paperwork to ensure that businesses comply with their statutory requirements and function legally.
These services include:
- Companies House filings
- Drafting board and shareholder minutes and resolutions
- Reconstituting and maintaining statutory registers
- Acting as registered office
It’s like building a house. You have an idea of what you want, but you need advisors to assess the structure, comply with buildings regulations and ensure the property doesn’t collapse. Our CoSec team are like those advisors. We establish the bureaucratic scaffolding necessary for decisions to function legally and complicitly and recommend courses of proceedings to meet specified goals.
Key Contact
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Frequently Asked Questions
Find answers to your most pressing questions about our services and processes.
What is Corporate Governance?
Generally, Corporate Governance refers to a proper business organisation, e.g. the way a business is managed, controlled and how decisions are made.What are key aspects of Corporate Governance?
Key aspects of Corporate Governance are (i) an effective board with clear tone from the top (ii) clear and transparent structures and (iii) proper decision making based on a clear information flow between stakeholders
Why do you need Corporate Governance?
Opaque or missing formal internal structures or missing proper Corporate Governance can often be the root cause of corporate failure. Getting it right saves time, hassle and costs.
Where is Corporate Governance legally anchored?
Corporate Governance is anchored in:- Ultra national principles like the OECD Principles on Corporate Governance, EBA Guidelines on Internal Governance, and BCBS Corporate Governance Principles for Banks.
- National laws, such as Companies Act,
- Soft law, like UK Corporate Governance Code, the Wates Corporate Governance Principles for Large Private Companies
- Individual Articles of Association