Governance & Compliance

Corporate governance and family governance are the operating system of a family business and the business-owning family. They connect corporate management with owner interests and establish clear rules for how they interact.

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Governance forms the basis for good leadership.

The scope of governance must fit the situation and DNA of the company and the family. Only then will it achieve the desired impact.

Governance creates the foundation for anchoring owner interests in leadership and decision-making. This requires a decision-making architecture that ensures the ability to act while leaving room for development and innovation. Owners define the normative framework, thereby creating the conditions to align performance, liquidity, and risk management with the company's goals. This active design process lays the groundwork for succession readiness and constructive conflict management.

Governance establishes the principles by which family, owners, and the company interact. Compliance creates the structures and rules necessary to meet legal requirements, limit liability, financial, and reputational risks, and permanently secure market access.

However, governance encompasses more than just rules and requirements. Family governance defines the values of the entrepreneurial family and provides guidance for decisions that go beyond day-to-day operations. This fosters responsibility, sustainability, and clarity on issues concerning the long-term preservation of the family business and family assets.

The structure and scope of corporate and family governance depend on the size and structure of the company and the owner family. As the complexity of the business and ownership increases, so do the requirements for effective governance and compliance.

Governance doesn't have to be complicated – even a "governance light" approach builds robustness for succession and conflict resolution.

Does your governance provide clarity for your family, your assets, and your business?

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Governance & Compliance

Building governance

Governance sets out how family, ownership and company work together. It creates clarity about who takes decisions, who carries responsibility and how control is organised. Within the family, the guard rails for ownership and leadership take shape, along with the owner strategy for the company. Corporate governance translates those principles into the management and steering of the business and typically covers compliance, risk management and control mechanisms.

Compliance management

A compliance management system (CMS) covers all the organisational measures, processes and principles of conduct with which a company ensures that laws, regulatory requirements and internal rules are observed. The aim is to identify risks early, avoid breaches and protect the company effectively. Anchored pragmatically in existing business processes, a CMS can be integrated into day-to-day work efficiently and with real effect. Established standards such as DIN ISO 37301 or IDW PS 980 support a risk-oriented approach.

Compliance areas

Which compliance areas matter for a company follows from its business model, industry and market environment. We therefore identify and assess these areas on a risk-oriented basis and from the company's actual situation, so that attention goes to the topics that genuinely matter. Beyond that, some compliance areas affect almost every company, for example tax compliance for meeting fiscal obligations, or corporate compliance for company law responsibilities and the duties of governing bodies.

Compliance culture

Acting with integrity and responsibility does not happen by itself. The convictions of management and shareholders have to become visible inside the company, so that employees make the right decisions even in difficult situations and unfair business practices find no room. The tone from the top shapes the compliance culture decisively. Clear and transparent communication creates the basis for an effective CMS. What matters is not laws and regulations, but concrete guidance, typical risk situations and the behaviour patterns that can lead to compliance breaches and damage.

Corporate governance

Good corporate management creates the ability to act. That includes transparent reporting, clear decision thresholds and effective risk and compliance management, complemented by an advisory board where useful. In more complex companies these steering instruments develop into a leadership model suited to the mid market, with rules of procedure and clearly defined authorities. Risk and compliance management reach a high level of maturity. An advisory board with members from outside the ownership circle adds further perspectives. Succession and remuneration are handled just as professionally.

Family governance

At the centre stands the ability of the ownership circle to take decisions together and to remain able to act over the long term. With only a few shareholders, clear guidelines on strategy, distribution and reinvestment often suffice, along with initial arrangements for emergencies and succession. As the shareholder circle grows, binding rules of the game become necessary. A family constitution provides orientation on values, ownership, succession and the role of the family in the company. Clear rules for handling conflict safeguard the ability to act. At the same time, owners develop the competences they need for their responsibility towards the company and the family assets.

PROJECT EXAMPLES

Governance & Compliance

Select a topic

Further development of compliance management in an internationally active group

Industry: Retail

Our role: Consultant

Project objectives

  • Minimizing liability risks, avoiding financial and reputational damage, and ensuring market access (tenders)
  • Pragmatic implementation into existing processes
  • Setting up a Compliance Management System according to ISO 37301

Key results

  • Defining the target vision with strategy-based prioritization
  • Reorganizing central responsibilities and integrating regional subsidiaries
  • Further development of risk management through the reassessment of potential risks
  • Establishing a compliance reporting system for the supervisory board

Approach

  • Analysis of the current situation and clarification of the strategy-based compliance profile to develop a target vision and set priorities
  • Structural analysis and requirements gathering across the company's value chain, including defining compliance areas
  • Assessing communication requirements
  • Transitioning results into the logical project workflow for implementation
  • Detailed development and structuring of the CMS, including defining methods for integration into processes and structures, monitoring methods, and risk management strategies
  • Implementation including adjustments to the organization, processes, and required documentation (code of conduct, policies, etc.)
  • Designing training and development programs for the respective business units
  • Monitoring effectiveness

Implementation of a whistleblower protection system in a medium-sized group

Industry: Manufacturer of electronic components

Our role: Consultant

Project objectives

  • Legally compliant implementation of the anticipated Whistleblower Protection Act in the municipal enterprise
  • Proactive integration into the company as part of sustainable corporate governance
  • Design and introduction of the necessary processes

Key results

  • Implementation of the whistleblower protection system
  • Expansion of the system to include a "complaints box" and "suggestions for improvement" module
  • Audit-proof documentation
  • Processes for ensuring legally compliant handling of reports and follow-up measures
  • Processes for assessing incoming reports based on risk level

Approach

  • Analysis of the corporate group structure, focusing on international locations, language, headcount, works council, etc.
  • Workshop with relevant stakeholders to determine the structure of the whistleblower protection system, its integration into the organization, and requirements for the communication concept
  • Translating the workshop results into a requirements catalog for selecting suitable whistleblower protection software and selecting a provider
  • Active implementation management including the setup of digital, analog, telephone, and in-person reporting channels, ensuring secure communication with the whistleblower, and adding "complaint box" and "suggestion" features
  • Setting up case management in the software tool with automatic deadline monitoring, archiving, and documentation functions
  • Appointment of independent case handlers and training of case handlers; creation of
  • Code of conduct and code of conduct training
  • Development of accompanying communication in collaboration with HR

Setting up an accounting-related internal control system

Industry: Skilled Trades

Our role: Consultant

Project objectives

  • Establishment of an ICS to ensure the complete and accurate representation of the company's net assets, financial position, and results of operations in monthly and annual financial statements according to the German Commercial Code (HGB)
  • Stringent translation of the IDW PS 261 n.F. standard into the internal control system (ICS)

Key results

  • Detection of systematic errors in the preparation process
  • Prevention of individual errors through process changes
  • Creation of modern working papers
  • Integration with risk management

Methodology

  • Comprehensive analysis of the current situation regarding accounting, including processes, information supply, and accounting and valuation rules
  • Evaluation of processes and working papers
  • Coordination of identified change requirements with management and the auditor
  • Creation of modified processes with descriptions and the addition of updated working papers to the company's QM system, taking into account the
  • Implementation parallel to the preparation of the annual financial statements

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