Corporate governance and control structures

Build a governance structure your enterprise can actually operate through.

As a business grows, the informal arrangements that worked in its early stages become inadequate. Decisions that were once made quickly by a founder now involve multiple shareholders, a board, and management layers with different interests and different accountability. Without a proper governance structure, the business operates on goodwill rather than clear authority, and goodwill erodes under pressure.

What is corporate governance and why does it matter?

Corporate governance refers to the systems, structures, and processes by which a company is directed and controlled. Covering how decisions are made, who has authority to make them, and how accountability is maintained between shareholders, directors, and management.

For growing businesses, governance is the infrastructure that allows the enterprise to scale without relying on informal arrangements that break down under pressure. Poor governance is often invisible until it surfaces in a transaction, a dispute, or a due diligence process, by which point fixing it is always more expensive than building it properly from the outset.

What is a board charter and does my company need one?

A board charter sets out the role, responsibilities, composition, and operating procedures of the board of directors. It covers board composition and appointment, the role of the chair, the relationship between the board and management, matters reserved for board decision, and meeting and decision-making processes. While not legally required for private companies, it is strongly recommended for any company with more than one director, external shareholders, or a management team that operates independently of the board.

What is a delegation of authority framework?

A delegation of authority framework sets out who has authority to approve decisions and commit the company to obligations, up to specified financial limits and within specified categories. Without a documented framework, authority limits are uncertain and the risk of unauthorised decisions increases. We prepare delegation of authority matrices as part of our governance work for growing businesses.

When should a private company consider establishing a proper board?

A private company should consider establishing a functioning board when it takes on external shareholders, raises capital, reaches a scale where founders cannot manage all strategic decisions, or approaches a transaction such as a sale or merger. Many companies wait too long to establish proper board governance and then find themselves having to retrofit it under pressure. Establishing the structure at a natural transition point is always easier.

What are the governance obligations of a proprietary company under the Corporations Act?

Under the Corporations Act 2001 (Cth) (the Act), a proprietary company must have at least one Australian-resident director, maintain a registered office and share register, and keep adequate financial records. Directors must comply with their duties under the Act, including the duties of care, good faith, and the insolvent trading provisions. Beyond these minimum requirements, the Act gives proprietary companies significant flexibility in how they govern themselves, subject to their constitution.

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Clear authority and accountability

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Built for the next stage

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Legally sound framework

Build a governance structure your enterprise can grow into.

Informal governance arrangements become expensive problems as the business grows.

Poor governance is invisible until it becomes a crisis. A decision made by someone who did not have authority to make it. A shareholder who disputes a board resolution because the process was not followed. A management team operating without clear delegations, creating either paralysis or overreach. These governance failures are almost always more expensive to fix retrospectively than to prevent through proper structure from the outset.
Get your finances in order

When the business has outgrown its informal governance arrangements

Your business has grown to a point where the original governance arrangements no longer work. Decisions are being made inconsistently, accountability is unclear, and the board or shareholders are not operating with a shared understanding of authority and process. You want to put in place a proper governance framework that works for the business as it is now and as it develops.

What's included in your corporate governance service

Informal governance works until it doesn't. Fixing it in a crisis is always harder.

Most governance failures in growing businesses trace back to a period where the business grew faster than its structures. Decision-making authority was never formally documented, so different people had different understandings of who could decide what. The constitution was never updated to reflect new shareholders. The board operated without a charter. These problems surface in shareholder disputes, management conflicts, and in transactions where due diligence finds a governance framework that does not stack up.

From informal arrangements to a governance structure that works

We assess how your business actually makes decisions and compare that to how it should. We then design a governance structure that formalises the right things, documents authority clearly, and builds in the processes the business needs as it grows. The constitutional documents, board charter, and delegation framework we put in place give the business a foundation it can operate from with confidence, and demonstrate to investors, lenders, and acquirers that the enterprise is well run.
Your governance structure roadmap.

From informal arrangements to a clear, documented governance framework.

1

Assessment and design

We review current governance arrangements and design a structure appropriate for the business and its growth trajectory.

2

Document and implement

We prepare all required constitutional documents, charters, and delegation frameworks.

3

Transition and embed

We advise on how to transition the business to the new structure and embed the governance processes.

Corporate lawyers experienced in designing and implementing governance structures for growing businesses and enterprises at transition points.

We know that governance can feel abstract until something goes wrong. Our team has advised businesses at every stage of growth — from the first time a founder brings in an external director to complex multi-entity structures with institutional investors. We build governance frameworks that are practical, proportionate, and designed to work in the real world.
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We understand you want to know the cost, before we get started.

We will map out our process, from beginning to end, so you know what the journey will look like before you get started.

We will provide you with a clear and detailed Work Proposal covering each step along the way.

Our fair fees are all-inclusive. No hidden costs for telephone calls, emails, photocopying, couriers, or coffee.

Our great lawyer guarantee

We want to be part of your team over the long term. We achieve this by adhering to these core principles:

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Take the time

We listen carefully to understand what you want to achieve. Then we thoroughly explain our advice and step you through the documents. You can be sure you know the full consequences.

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Share our knowledge

We will pass on as much knowledge as we can, so you can make your own informed decisions. We want to make you truly independent.

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Stick to our knitting

We only do what we're good at. You can be confident that we know what we're doing and don't pass on the cost of our learning.

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Work as one team

Someone will always be available to answer your questions, or point you in the right direction. You will also benefit from a range of perspectives and experience.

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Fair pricing

For advice and documents, we provide a fixed or capped quote so you don't take price risk. If you're in a dispute, we map out the process and costs so you know what to expect.

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It's your show

We're not in this for our egos. We're in it for a front row seat to witness your success.

Build a governance structure your enterprise can grow into.

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