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Evolutionary Governance - Practical Case Part 2

Marco Villas Boas – Senior Partner at DMS PARTNERS

In the family company that we began to follow, some fundamental points were outlined to begin an evolutionary journey in governance. Below we will present some paths in this evolution, always remembering that each case is different: the solution for one company will most likely not be the same for another company, even if both are reasonably similar. Reason for this: values, beliefs, desires, needs and context vary from one case to another.

Let's explore the paths outlined in the previous post.

- Role of the founding patriarch: the decision - highly personal, but taken with the support of the family, the appropriate environment for this decision - was to start a new business, in a different sector (according to him, he would now have “the apple of his eye”), in a fifty-fifty partnership with an investor, which mobilized advisors and lawyers in the corporate field, outside the current company environment.

- Management succession was a little more difficult. There were two potential family successors. The decision was to open a selection process in which these two would compete with market CVs. In this aspect, a lot of work was done on the perception, on the part of the entire family, that a company is an entity made for longevity, which requires high competence on the part of the executive board. In the end, the CEO came from the market. One of the family members remained in the operations department, due to his knowledge of the topic, and the other member was trained to seek positions in the market.

Point for separation of family - company - management, a critical item in corporate governance.

- Regarding the patrimonial issue, the patriarch decided to keep the capital in his hands and in those of his two heirs, to whom he transferred portions of his shares, until a new business moment (expansion, acquisitions, need for capitalization?...) suggested reopening the theme.

- As for the governance agents, the shareholders (the founder and his two heirs) decided to create an advisory board with three members: the founder and two independent advisors, as a way of providing oxygen for strategic direction and monitoring, and risk monitoring.

Recent changes have led the company to a new dynamic in exercising power, guiding strategy and managing operations. In the next post, we can analyze some points of gain and risks avoided with this nascent governance, as well as envision steps for further evolution.

Count on the advice of DMS’ team of Corporate Governance experts Partners.

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