Corporate Governance

Business management involves multiple and various competences including between others strategy, organization, supervision, risk management, finance, accounting, marketing, business development, etc. The complementarity of the competences within a company constitutes one of its success factors. Thus, it is crucial to surround oneself with the right people. Yet, due to the lack of means or the absence of networks, it is often difficult to find the required competences.

Often neglected from the SMEs that concentrate more on the exercise of their job, the governance is essential to a sustainable company’s management. It aims notably at answering essential and varied questions such as:

  • Are we surrounded with the right people to face our company’s challenges?
  • Which competences are we missing to generate its development?
  • Are our decision-making processes effective and do they avoid conflicts of interests?
  • Do the interests of all stakeholders converge and are they respected?
  • Is the company’s organization adapted and are the powers properly distributed?
  • Are our bodies properly equipped?
  • How to integrate new partners to ensure the company’s sustainability?
  • What is a realistic estate?
  • Is the supervision exercised consistent with the risks of the company?
  • Unlike preconceived ideas it is not a binding set of rules to which a company cannot escape from.
  • On the contrary, the governance consists more in a system of principles that governs a company and its operating mode to ensure the development in a trusting atmosphere in full transparency. By adequately composing its bodies and defining without ambiguity their responsibilities, the company is equipped with an adequate piloting system that is also adapted to its size and environment. These are the main stakes of governance for the SMEs.

    Among the numerous benefits that bring the application of clear governance’s principles, we can quote:

    • The definition of the company’s organization and its control
    • The improvement of the balance of powers
    • The appropriateness and the complementarity of resources/competences
    • The limitation of the conflicts of interests
    • The clarification of the objectives of each stakeholders and their conciliation
    • The risk supervision and monitoring

    More concretely, having solid governance rules allows being better equipped to face the company’s challenges.

Our Services

M & BD Consulting offers you governance services intended to any type of small and medium-size company. Our services covers any need of your company. We intervene in fields including:

  • 1. Assessment of your company’s governance

  • Though an audit, which includes more than 60 analysis points, we evaluate the application of elementary governance’s principles within the company such as the decision-making process and its formalization. This analysis is based on recorded documents, as well as interviews with the main stakeholders (shareholders, board members, management).

    This first phase allows identifying the main improvement axes and establishing the actions to undertake in order to reinforce the corporate governance. Having a good assessment allows then finding more effective solutions.

  • 2. Establishment of governance rules and decision-making principles

  • After a sound assessment, we are able to suggest solutions to clarify the corporate governance and implement them pragmatically.

    To begin it involves designating the good prerogatives for the right bodies of the company. Besides the legal and regulation obligations, it allows allocating adequately the competences and limiting the concentration of powers, which sometimes slows down the company’s perspectives. The delegation and distribution of decision-making allows a company to grow more efficiently. To this end, clear rules, which limit the assignment and responsibility of each body or within the same body, have to be determined.

    We help companies to decide simple and unambiguous principles in order to gain transparency, to avoid confusion and increase the accountability of members of the organization.

  • 3. Creation of governance charter and other organization’s rules

  • As a supplement to the status, the formalization of the organization through a governance charter and/or an organization regulation allows a company to be equipped with strong references toward which anyone can relate to. These fundamental elements of the organization enable to manage an entity in a clear and transparent way. Their adoption through an established process allows the stakeholders to agree on the governance that they want for the company.

    Our approach consists in crystalizing the governance and the company’s organization through understandable and appropriate documents. We adopt a writing tailor-made that allows reaching simply and efficiently the set objectives from our customers in terms of governance.

  • 4. Implementation of shareholders’ agreement and family charter

  • Depending on the shareholder structure, it is recommended to stop the terms that define the relationship between shareholders, either at the beginning of the entrepreneurial adventure or later on, for instance when new shareholders arrive. Whether you have majority or minority, it is suitable to design mechanisms, which allow conciliating each interest but most importantly defending the one of the company. Throughout the entrepreneurial adventure, the conditions that prevailed at the beginning change. It is consequently appropriate to adjust the plans depending on the company’s evolution.

    From experience we unfortunately learnt that an ounce of prevention is worth a pound of cure. To limit the risks of tensions we support the entrepreneur shareholders to fix the terms of their relationships in bi or multilateral conventions. For family-run businesses that intend to ensure the continued existence of their assets, we assist the families to define objectives and mutual values in complete confidentiality. The estate planning is also examined in the preliminary assessment.

  • 5. Mediation between stakeholders

  • The divergent views or objectives between stakeholders constitute a defect shared. Yet, the conflicts between bodies and within the same body seriously damage the functioning of the company. Therefore, its prosperity is affected, if its value is not partially or even integrally destroyed.

    By assessing the objectives of each stakeholder, we strive on an independent basis to unify them around convergence points, when dispute arises but also early during negotiations, for instance to establish shareholders’ agreement. Our independence allows us to seize the stakes and each interest, and by dint of psychology to find mutual solutions in the interests of the company.

  • 6. Estate planning and support during the transmission of the company

  • Ensuring the continued existence of the company and making sure that it succeeds to its founders constitute one of the foundations of corporate governance. Although the possibilities are multiple, internal or external to the company, only an anticipated planning allows maximizing the chances of success. The pitfalls are numerous and require specific competences to overcome them.

    We support the shareholders in this process by helping them to anticipate the transmission, by carefully planning the stages, by creating opportunities, by assessing the options arising or even by entering negotiations. Our mission often continues once the transmission is agreed upon in order to guarantee a harmonious transfer. 

  • 7. Assessment and reinforcement of the company’s bodies

  • The composition of the company’s management bodies is a management key. It is not only necessary to know your job and market; it is also important to master the subtle cogs of management. The required competences are various and difficult to acquire. Strengthening the board of directors of the company is often the first step to undertake in order to reinforce the control of the risks through an adapted supervision, and to enlarge the strategic perspectives.

    By assessing the company’s bodies, we are able to identify the necessary competences for the management and business development that should be further strengthened. Using a large network, we strive then to find the right candidates who could reinforce the bodies in accordance with the company’s organization and priorities.

  • 8. Workshop

  • We designed a workshop model intended for both entrepreneurs and SME’s management to raise their awareness about governance principles. In one or two days, we go through the fundamentals of corporate governance and raise the shareholders’ awareness about the responsibilities and risks related to their function.

    These programs are tailor-made and call on different specialists.

How do we proceed ?

  • We have developed a stages model designed for optimum support and deployment:
    1. Analysis of the needs in terms of governance (audit)
    2. Suggestion of measures
    3. Priorities proposition in accordance with the company’s size and objectives
    4. Implementation
    5. Follow up and assessment “6, 12 and 24 months”

Our expertise

M & BD Consulting is committed to helping our clients create value added for the various stakeholders, while providing them with realistic and workable solutions.

  • We help businesses meet the major challenges on their market, adapt, and make the best of opportunities that may arise.
  • To that effect, we rely upon our in-depth knowledge of the various corporate governance levels.  
Our broad expertise allows us to provide businesses with efficient advice, and to bring them contents and solutions adapted to their organization and objectives. 

    Our expertise on Corporate Governance, based on both theory and practice, and combined with knowledge of the various businesses of a company, is a valuable asset to help the SMEs and Startups to make the best decisions. 


For more information, please contact us.

Presentation of corporate governance by our expert, Grégoire Pennone