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Set up a board and a governance framework

We put in the board, the roles and the documents that let the business run without you deciding everything.

Most businesses run on the founder’s judgement for as long as that works. Then it stops working. Roles blur, decisions get disputed, and nobody is sure who was entitled to make them. A governance framework is what replaces the founder’s head as the place the business keeps its rules.

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Sized to your business

A framework proportionate to the business you have, rather than one built for a listed company.

Clear authority

Everyone knows who can commit the business and what has to go to the board.

Built for the family too

Where a family is involved, the framework deals with the roles at work as well as the ones at home.

What a governance framework is for

Governance is the set of arrangements that decide who makes which decisions, how they are recorded, and who answers for them. It covers the board, the roles of shareholders and management, and the documents that hold it together.

In a small business it can live informally in one or two people’s heads. The point of formalising it is not compliance for its own sake. It is that a business with several owners, a management team, or a family in it has outgrown shared memory. Nobody can rely on everyone recalling the same understanding.

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What is corporate governance?

The systems and processes by which a company is directed and controlled. It sets out the roles of shareholders, directors and management, how decisions get made, and who answers for them. Good governance mostly shows up as fewer disputes and faster decisions.

What are the risks for directors if governance is poor?

Directors can face personal penalties and, in serious cases, criminal liability under the Corporations Act 2001 (Cth). Poorly documented decision-making also makes it much harder to show you acted properly if a decision is later challenged.

Do we need a shareholders agreement if we have a constitution?

Usually yes. The constitution is the company’s public rulebook. A shareholders agreement is a private contract between the owners. It covers how decisions get made, how disputes are resolved, and what happens when someone wants out. They need to be consistent with each other.

When should a private company set up a real board?

When it takes on outside shareholders, raises capital, or starts heading towards a sale. Also when it grows past the point where the founders can hold every strategic decision. Most businesses leave it later than they should and end up retrofitting under pressure.

Goodwill works until it is tested, and then the documents decide

A board with a real purpose, clear delegations, and a constitution that matches the shareholders agreement. Those are what the business falls back on.

The business has outgrown the place it kept its rules

The arrangements that worked at the start were never written down, because they did not need to be. Now there are more people, more money, and more distance between the person who decides and the person who does.

Friction follows, and it rarely looks like a governance problem. It looks like a disputed decision, a family member who feels overruled, or a manager who committed the business to something nobody had approved.

We will review how your business actually makes decisions and identify the gaps.
We will advise on the board, director and management structure the business needs.
We will review or draft your company constitution.
We will draft the shareholders agreement or joint venture agreement where required.
We will set up the board processes, meeting procedures and resolutions to run it.

When the informal arrangements start producing friction

Your business has grown and the way it used to run is causing problems. Roles are unclear, decisions get argued about after the fact, and you are conscious of your own exposure as a director. You know something more formal is needed. You also do not want to bolt a corporate structure onto a business that does not need one.

What's included in your governance framework service

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Governance failures are rarely about dishonesty

Most governance problems come from structures that were never put in place, not from anyone behaving badly. Nobody noticed the gap because nothing depended on it.

Then something does. A shareholder disputes a decision because the process was not followed. A family member finds out about a commitment after it was made. A buyer’s lawyers ask for the board minutes and there are none. The cost of building what was never built is several times what it would have been, and it is being done under pressure.

From arrangements in people's heads to a framework on paper

We start with how decisions actually get made now, because that is usually different from how anyone describes it. The gaps become obvious quickly. Who is entitled to commit the business, what goes to the board, and what the shareholders keep for themselves.

Then we build the framework around that, at the scale the business needs. A board with a real purpose and a charter that says what it is. Delegations that let managers manage. A constitution and a shareholders agreement that agree with each other. Where a family is involved, we also deal with how the family talks about the business.

How the framework gets built

From arrangements in people's heads to a documented framework.

How decisions get made

We map how the business actually decides things now, which is usually different from how it is described.

Design the framework

We design the board, delegations and documents at the scale the business needs.

Put it in place

We prepare the documents and help everyone understand the roles they now have.

A board and governance framework sized to the business you actually have

Governance has a reputation for being paperwork, and most frameworks that earn that reputation were built for a much larger organisation. A board that meets to approve the minutes of the last meeting has not solved anything.

We build governance that matches the size and shape of the business. That includes where a family is involved and the roles at work and at home are not the same. We have 2 Accredited Specialists in Business Law, and we also have 2 Family Business Association accredited advisors. We are the FBA State Partner in South Australia.

Our great lawyer guarantee

Six principles we hold to, whatever you bring us and however long it takes.

Take the time

We listen carefully to understand what you want to achieve, then step you through the advice and the documents.

Share our knowledge

We pass on as much as we can, so you can make your own informed decisions.

Stick to our knitting

We only do what we are good at, so you never pay for our learning.

Work as one team

Someone is always available to answer your question or point you the right way.

Fair pricing

A fixed or capped quote for advice and documents, so you do not carry the price risk.

It is your show

We are in it for a front row seat to witness your success, not for our egos.

Build the framework before it is needed in a dispute

Governance is much cheaper to build in a quiet quarter than during a disagreement or a sale. Tell us how the business makes decisions now and who is involved. We will tell you what is missing and what it would take to put in place.

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