The development of the Companies Law introduced greater flexibility in ownership structures, but in return raised expectations of internal governance. Companies that simply copied a template by-law now find a gap between the written text and actual practice.
Four reviews worth doing
- The delegation-of-authority matrix: who approves what, at which financial threshold, with what documentation.
- Committee composition: audit, remuneration and nomination, and the independence of their members.
- Handling of conflicts of interest and related-party transactions.
- The mechanism protecting non-controlling shareholders on material decisions.
A governance by-law that is not tested at the first real disagreement is a document, not a framework.
