The firm had been approached by a regulator regarding potential breaches in codes of practice and corporate governance concerns. Further, the firm had recently acquired an entity which had its own corporate governance challenges. The client recognised issues relating to their corporate governance practices, corporate structures, accountabilities and roles, and operational constraints which hampered board and management oversight.
As a result, the client realised that a thorough review of their corporate governance model was needed, along with remediation and improvement actions. As part of this the corporate governance of the two entities would need to be aligned and integrated.
The Sionic team’s first task was a thorough assessment of the regulator’s findings and the existing corporate governance structures, processes, procedures and related operational environment. This enabled us to build a clear picture of what was needed to address corporate governance issues and resulted in a robust remediation programme. The team focused on providing several critical deliverables including:
- Robust new governance operating model and structure
- Revised roles, responsibilities and accountabilities (e.g. between front & middle office)
- Reconstituted governance forums, board and management committee compositions
- Redefined job descriptions and competencies for key roles
- Developed new terms of reference and enhanced processes and practices
- Revised management controls, oversight and reporting for each entity
The team paid attention to fostering high levels of stakeholder engagement, building strong internal sponsorship and engagement, and securing buy-in from those who would be involved in implementing changes. Throughout the project we took an objective view and incorporated our industry best practice and regulatory insights.
We were able to identify practical and actionable ways to enhance corporate governance and deliver these. Our analysis, recommendations, and resulting programme delivered several benefits including: an enhanced governance framework and structure, improved board and management committee oversight, clearer governance roles and capabilities, and reassurance that the regulator’s findings were being appropriately addressed.