Corporate Governance
Organization of authority, decision-making processes and controls in company management.
Corporate governance establishes how decisions are made, overseen and documented. Its design must take into account the corporate type, control structure, size and activities of the organization. Boards, executive officers and committees have roles that must be clearly defined, without creating overlaps that obscure accountability. In regulated companies, specific requirements add duties of control and information disclosure to the bodies set out in corporate legislation.
Legal work involves reviewing bylaws, internal regulations, authority levels and policies on conflicts of interest and related-party transactions. Documentation of resolutions must allow the grounds for decisions and the impediments considered to be understood. Oversight mechanisms also require access to reliable information and procedures for addressing deviations. Governance is monitored through changes of control, the admission of investors and management succession, to maintain consistency among contractual commitments, existing bodies and actual management.
Our work
- Bylaws of corporate bodies and authority matrices
- Policies on conflicts of interest and related-party transactions
- Review of resolutions and information disclosure
Does creating a committee remove management's liability?
No. The existence of committees does not eliminate the legal duties of officers and directors. The assignment of functions must respect their scope of authority and maintain effective oversight mechanisms.
Editorial review: