Governance & Compliance

What do we offer in this area?

• Reviewing powers and decision-making mechanisms
• Developing governance policies and reviewing compliance
• Supporting the preparation of minutes and organizational documents

The scope of work and required documents are determined after reviewing the matter and agreeing on the engagement.

Why does a business need corporate governance?

Corporate governance comprises rules that determine who decides, with what authority, and how the decision is monitored and documented. The need for it arises as a company grows, when new partners join, when management transitions between generations in family businesses, or when preparing for financing or investment.

The new Companies Law affirmed the duties of care and loyalty of directors and board members, regulated conflicts of interest and dealings with related parties, and allowed family companies to enter into a family charter. Listed companies are also subject to the Capital Market Authority's governance regulations.

What does the governance and compliance review cover?

• The authority matrix and the limits of financial and administrative delegation
• The working regulations of the board of directors or board of managers and its committees
• Conflict of interest and disclosure policy
• Minutes of general assemblies and boards and their resolution records
• A log of statutory requirements and their deadlines, including the annual confirmation of commercial registration data

Governance of Family Companies

A family business faces particular challenges: the overlap between ownership and management, the entry of the next generation, and differing expectations between partners who work in the business and those who do not. Governance here helps separate the role of the owning family from the role of management, sets written standards for appointment to leadership positions and profit distribution, and establishes a way to resolve disputes before they reach the courts. The family charter is drafted to be consistent with the articles of association so that the two documents do not conflict.

From diagnosing gaps to implementing compliance

The work begins by reviewing the articles of association or bylaws, prior resolutions, and the actual management structure, then comparing this reality with what the law requires. This produces a gap report that ranks observations by priority, after which the necessary policies and forms are prepared or updated, with support in drafting minutes in a form that preserves the validity of the resolution. This service integrates with Drafting & Review of Policies and Regulations and with the Governance & Compliance page.

Frequently asked questions

Is governance required for non-listed companies?

Listed companies are subject to detailed governance rules issued by the Capital Market Authority. Unlisted companies are subject under the Companies Law to basic rules concerning management, general assemblies, conflicts of interest, and record-keeping. Adopting additional governance practices remains a regulatory decision that helps clarify responsibilities and reduce disputes between partners.

What Is the Family Charter under the Companies Law?

A family charter is a document that partners in a family business may enter into to govern ownership, management, and work within the company, the distribution of profits, the mechanism for disposing of shares, and the settlement of disputes among family members. The new Companies Law made it available to support the continuity of family businesses, and its drafting takes care to remain consistent with the articles of association.

What is meant by a company's regulatory compliance?

Compliance is the business’s commitment to the laws, regulations, and instructions that apply to its activity, such as the Companies Law, the Labor Law, and sector-specific regulations, and tracking any amendments to them. It is usually managed through a register of requirements, their deadlines, and the person responsible for each, together with periodic reviews that uncover gaps before they turn into violations.