Corporate Governance Lawyers
We build the governance and compliance frameworks boards and committees need to decide soundly.
Overview
Governance is not a file prepared to satisfy a regulator. It is the written answer to two questions: who has the right to make which decision, and how is it recorded? Companies that have not answered them discover the gap at the worst moment — a shareholder falling-out, an investor's diligence, or a question of accountability.
We build practical governance frameworks: a delegation of authority and decision matrix, board and committee charters, conflict of interest and related party policies, and the mechanics of general assemblies and resolution records.
We avoid cosmetic governance: voluminous documents nobody reads that do not reflect how the company is actually run. A good framework is short, clear and usable daily, and shows its value in decision speed rather than file size.
The legal framework
Governance rests on the Companies Law and supervisory regulations according to the entity type:
- The Companies Law on management, assemblies and directors' liability
- The corporate governance regulations for entities subject to them
- CMA disclosure rules for listed companies
- Conflict of interest and related party transaction provisions
- Requirements for documenting resolutions and maintaining shareholder registers
- Sector regimes imposing additional governance requirements
Situations we handle
A family company passing to the second generation
Separating ownership from management and documenting decision-making before a dispute among heirs forces it.
A company preparing for an investor
Investors examine governance first: are decisions documented? who holds authority? what matters are reserved?
A board without clear charters
Quorum, notice, voting and minutes — details that determine whether a resolution stands when challenged.
Related party transactions
These require disclosure and approval under defined controls. Ignoring them creates personal exposure for directors.
Documenting shareholder resolutions
A minute written at the time is what protects a decision from later challenge before authorities or courts.
Costly mistakes we see
- 1
Governance copied from another company
A framework that does not reflect the business is abandoned within months and becomes a burden rather than a tool.
- 2
Decisions without minutes
An undocumented decision loses effect in a dispute or before authorities, and is hard to prove years later.
- 3
Blurring ownership and management authority
An owner who intervenes in every executive decision paralyses management and creates personal exposure at the same time.
- 4
Ignoring conflicts of interest
Undisclosed related party dealings are the single biggest trigger of later shareholder disputes.
How the procedure runs, step by step
Governance is not documents for the archive. It is how decision-making authority is defined, and it is the first thing examined at a financing or in a shareholder dispute.
- 1
Diagnose the governance gap
We compare practice against the Companies Law and regulator requirements: are assemblies held, are decisions minuted, who signs and up to what limit? The gap usually shows in documentation, not intent.
- 2
Build the authority matrix
A matrix setting out what each level decides: what the executive determines, what needs the board, and what needs the assembly. An undefined authority means either a stalled decision or an overreach that creates personal liability.
- 3
Constitute the board and its committees
Board charters, the audit committee, the remuneration committee, and the criteria for membership and independence. Committees are created by written charters and terms of reference, not by titles on an org chart.
- 4
Conflict of interest and disclosure policies
A related-party register and a procedure for disclosure and abstention from voting. Contracting with a related party without documented disclosure is the most frequently raised issue in shareholder disputes.
- 5
Implementation and periodic review
We run an annual cycle: assembly, board report, performance evaluation, and charter review. Governance is measured by the regularity of that cycle, not by the quality of the first document.
Documents we will ask you for
- The constitution and articles of association
- Assembly and board minutes for the last two years
- The org chart and current authority matrix
- The shareholders’ register and ownership structure
- Existing committee charters, if any
- A schedule of related-party contracts
Fees and timelines
We offer a governance package at a fixed fee: review of the current position, a delegation of authority and decision matrix, board and committee charters, and minute and policy templates. Periodic reviews and training are priced separately.
On timing: the core package takes two to four weeks depending on the size of the company and the number of entities. Multi-entity groups need additional time to align the framework across entities.
Common questions
Is governance mandatory for our company?
Some entities are subject to mandatory governance regulations depending on type, size and listing status; others are not. But the practical need is unrelated to the obligation: any company with more than one owner needs written rules for making decisions.
What is a delegation of authority?
A document setting out who approves what, up to which financial limit, and by what process: the chief executive, the board, or the assembly. It is the most-used governance document day to day and has the greatest effect on operating speed.
How do we document shareholder resolutions?
With a minute written at the time recording the date, attendance, quorum, the text of the resolution and the voting, signed and kept in an organised register. A minute written months later loses its evidential value.
What are related party transactions?
Transactions between the company and persons connected to its management or ownership. They are subject to disclosure and approval controls, and ignoring them is among the most common triggers of director liability and shareholder disputes.
Do we need a board of directors?
It depends on the legal form and size. Limited liability companies may be managed by one or more managers, but a clear decision-making framework is necessary even without a formal board.
What is a director's liability?
A director is responsible for their acts under the law and the constitutional documents, and personal liability can arise for gross fault or breach. Acting within authority and documenting decisions is the practical protection.
How do we prepare for investor diligence?
By organising three things: a documented resolution record, a clear delegation of authority, and conflict of interest policies actually applied. These are examined first, and their absence slows the deal or reduces the valuation.
Does governance suit family companies?
They need it most. Governance separates ownership from management and sets rules for joining, exiting and employment — protecting both the family relationship and the business as generations change.
Related services
Corporate Lawyers
We support companies across the Kingdom from incorporation through day-to-day governance, including ownership structures, shareholder decisions and reorganisations.
Corporate Documentation Lawyers
We prepare assembly minutes, shareholder resolutions, powers of attorney and other corporate records.
Compliance Documentation Lawyers
We build the compliance policy set your organisation needs, drafted to be workable.