Corporate governance 

Boards

Sometimes there is a need for the application of the structure and the control of the organisation. This may be due to the achievement of good corporate governance. For example, the setting up of a Board of directors (Supervisory board) or on an Advisory Board of the Council or the Board of trustees (the Board). The success of the Supervisory board or the advisory Council is of the team composition. A combination of talent, it is crucially important: both in terms of substantive knowledge and experience, and the personal qualities and characteristics. Corporate governance - (also known as a corporate (company)board of directors, regarding the management of the company and its business. Good corporate governance is the guarantee of good relations between the shareholders, board members, supervisory board members and other key stakeholders. As a result, the value of an enterprise and the interests of all parties involved will be protected. Corporate governance is now limited to only the listed companies. It is important for any growing business of any size and for the family. In some cases, there may even be a legal requirement. A good corporate governance means that the board of directors, responsibility, and accountability. Integrity and transparency are the key words. It is also a way to communicate with it. 

If the company has this in order, decisions remain sound, transparent, and in the best interest of the company and its stakeholders. This prevents disputes between or with directors, supervisory board members, shareholders, and/or other stakeholders.


Establishing a sound corporate governance structure involves various issues. These include:

  • How do we ensure ethical business operations?
  • How do we ensure sufficient transparency for stakeholders (including shareholders)?
  • How do the various bodies within a company relate to
  • each other?
  • How do we ensure sound management decision-making and
  • its documentation?
  • Does the company need a Supervisory Board?
  • What is the role of the works council?
  • How do we ensure that decisions are made in the best interest of the company and all stakeholders?
  • How do we prevent conflicts of interest?
  • What should we do if shareholders and directors are the same person?
  • How do we ensure that we properly identify all risks to the company?
  • What do we do in a crisis?
  • How does the board ensure that important external (market) developments are recognized promptly and responded to?
  • Are important decisions that could impact the company's continuity (e.g., deep investments, acquisitions, etc.) made carefully?
  • Is the management up to its task?

Key themes that good governance is focusing on in these complex times are:

  • Strategy
  • Digitalization and Artificial Intelligence (AI)
  • Technological developments and (disruptive) innovation
  • Sustainability, circularity, corporate social responsibility (CSR)
  • Cyber ​​security
  • A further shift from a focus on short-term shareholder value to long-term value creation and stewardship
  • Far-reaching technological developments
  • Internationalization/globalization
  • Need for greater transparency
  • Diversity and inclusivity
  • Risk and crisis management
  • Succession issues
  • HR policy: attracting/retaining knowledge/skills
  • Professionalization of the relationship between the Executive Board and the Supervisory Board
  • Financing
  • Family status (for family businesses)

GDO can assist with:

  • Setting up a sound corporate governance structure (formation of the Supervisory Board, etc.). For example, in situations where the managing director steps down as director and remains associated with the company only in the role of shareholder.
  • Assisting in the composition of a Supervisory Board/Supervisory Board.
  • Fulfilling a role as chair of the Supervisory Board or as a commissioner.