Every company must have effective governance. The implementation of a governance model includes:
- Diagnosis
- Structure and organisational chart
- Processes (business, operations, risks and challenges)
- Documentation: Critical/relevant statutory regulations
- Benefits of governance
Phase 1) Diagnosis
Objective: understand current practices, identify gaps, clarify vision and priorities.
Actions:
- Conduct interviews with partners, senior management and middle management;
- Map key processes (financial, commercial, HR, operations, etc.);
- Identify and assess risks (financial, operational, succession, etc.);
- Inventory existing regulations (statutes, regulations, policies, etc.);
- Identify common conflicts within the company (authority, succession, informal decisions, accumulation of functions);
- Assess the maturity (scale) of governance.
Phase 2) Structure and Organisational Chart
Objective: to clarify roles, responsibilities and decision-making bodies.
Actions:
- Define governance bodies (Partnership Council/Board of Directors/Executive Committee, etc.);
- Distinguish between family roles and professional management roles (‘Family Protocol’);
- Create a formal organisational chart, job descriptions and limits of authority;
- Create rules for succession and for family members joining/leaving management;
- Define and approve the Organisational Chart, Matrix of Responsibilities and Regulations for corporate bodies.
“Simple & Best Practice” organisational chart
Strategic Level (Shareholders/Family)
- Shareholders’ Meeting
- Board of Directors (may include independent members)
Executive Level
- Managing Director / Chief Executive Officer
- Finance & Administration Director
- Operations Director
- Sales & Marketing Director
- Human Resources Director (may be part-time or external)
Operational Level
- Supervisors/Coordinators by area
- Operational teams
Phase 3) Processes
Objective: to provide the company with clear, simple and documented rules.
Actions:
- Identify key risks and challenges
- Identify critical processes
- Design a risk matrix
- Identify control activities
- Inventory operational, financial, commercial, and qualitative KPIs
Basic processes + Internal control system + Monitoring
Document procedures/flows for decision-making, internal communication, and financial management. Smaller processes allow for faster execution, greater workflow, better control, and motivation for success.
The separation of duties allows for better control and interaction between employees and/or departments (e.g., those who approve payments should not be the same as those who execute them), reducing potential risks of fraud or errors.
- Draft critical regulations (see list below).
- Create monthly reporting dashboard for partners/management.
- Define internal control system (e.g., minimum segregation of duties, validations, light internal audit).
- Implement key procedures manual.
- Define and approve policies (financial, commercial, etc.).
- Define code of conduct.
- Design, disseminate, and approve internal control manual.
- Define risk management policy.
Continuous monitoring and improvement allows operations to be tracked more effectively. To this end, the following activities should be implemented:
- Quarterly meetings to review risks, indicators and projects.
- Conduct an annual assessment of governance effectiveness;
- Promote continuous updating of procedures;
- Formalise monitoring (quarterly reports, annual improvement plan and review of regulations).
Phase 4) Documentation – Statutory Regulations and Critical Policies
Below is a list of essential regulations (recommended minimum):
- Board of Directors/Shareholders Regulations
- Family Charter
- Code of Conduct and Ethics
- Conflict of Interest Policy
- Financial and Investment Policy
- Commercial Policy (includes prices, discounts, terms, credits)
- HR Policy (recruitment, assessment, progression, discipline)
- Data Security and Protection Policy
- Internal Control Manual
- Risk Management Policy
Supplementary Regulations:
- Internal and external communication policy
- Legal and tax compliance policy
- Regulations on hiring family members
- Succession plan
- Internal reporting regulations
Benefits of Governance
An effective governance model brings real gains:
- Faster and more reliable decisions;
- More efficient operation;
- Simpler and less burdensome audits;
- Reduction of financial, tax, operational, commercial, legal and reputational risks;
- Enhanced value of the company in the eyes of investors and partners.
Companies that invest in the right combination of organisational structure and regulations not only survive, but grow in a solid and predictable manner.
Recent studies (Jerab 2023; Danilov 2024; Meidawati 2025) show that well-defined structures and effective governance contribute directly to sustainable performance.