Governance 

Good governance not only ensures accountability, efficiency and sound decision-making, but creates value for investors, reduces risk and supports growth. It also aligns ESG goals with company strategy and stakeholder interests.

Consulting by A&O Shearman has extensive experience advising boards and executive teams in both regulated and unregulated industries around the world. Our team includes former senior regulators and industry leaders who have worked at this level for many years. 

We provide a range of services that enhance the effectiveness of company governance, including: 

• Governance framework design and implementation 
• Effectiveness reviews for board, executive, and business governance 
• Board and committee policies and procedures 
• Board and executive committee composition, including skills and capabilities assessments 
• ESG and sustainability governance advisory 
• Delegation and decision-making frameworks 
• Reporting and management information (MI) reviews 
• Company secretary support 
• Crisis management simulations 

We help our clients tackle some of their most complex and important governance issues including parent and subsidiary dynamics, board and executive oversight and connectivity, new entity governance, and restructures. 

Individual accountability 

We have worked with many clients on the implementation and enhancement of individual accountability regimes, including the Senior Managers and Certification Regime (SMCR) in the UK, and the Banking Executive Accountability Regime (BEAR)/Financial Accountability Regime (FAR) in Australia.  

As former senior regulators, we understand what regulators expect, and how this translates in practice.  

This experience sets us apart; we are ideally positioned to provide organizations and individuals with support across the regulatory lifecycle, including reviewing how businesses apply regulatory regimes, preparing individuals for regulatory authorization, and carrying out reasonable steps assessments. 

Representative matters 

• Reviewing executive-level governance  A newly appointed CEO of the EMEA business of a global banking group asked us to look at the effectiveness of its governance framework. We reviewed how well the executive and risk committees were operating in practice. This included assessing decision-making, the quality of debate, reporting and MI. We provided a series of recommendations on how to improve operational efficiency. 
• Reviewing the effectiveness of a newly listed company's board. .We conducted a board effectiveness review of a newly AIM-listed healthtech company. Its leadership wanted to ensure board-level processes were working, met regulatory expectations and achieved the standards the company had set itself. Our work took place at a time of immense change and public and media scrutiny. Our report set out practical recommendations, tailored to the nature and complexity of the organization, helping to strengthen the client's collective skillset to meet regulatory expectations and achieve its future strategy. 
• Designing executive governance documents and policies. We developed customized governance and best practice guidance for a global payments fintech and its subsidiaries. We reviewed its current governance documents and board and committee terms of reference. We also provided meeting agenda schedules and developed decision-making, delegation and escalations matrices, based on the client's strategic priorities, regulatory obligations and good practice insights. As a result, the client's senior leadership was able to better understand how a group/subsidiary structure and two-tier boards operate in practice and ensure adequate governance documentation was in place for both the group and its subsidiaries. 

• Designing and embedding a governance enhancement program. We assisted a financial services client with a comprehensive governance enhancement program. Working closely with the chair of the board and the general counsel, we examined the board and executive governance framework. We conducted specific exercises such as a skills and experience assessment of the board and executive; drafted key governance documents such as the directors' handbook and board terms of reference; and trained directors on their roles and responsibilities.  We provided strategic advice to the chair and general counsel on how to position enhancements with the regulator, ensuring any steps taken addressed regulatory concerns while remaining practical and sustainable for the client. 
• Reviewing board and executive governance. We reviewed the board and executive governance framework for a large fintech. We assessed the effectiveness of design and operation of the arrangements in practice. The review was undertaken in response to regulatory expectations and with a view to future strategy, particularly a forthcoming U.K. bank license application. Drawing on our team's extensive experience of working for regulatory authorities, we delivered findings that were credible for the regulator while adding practical value for the client. We helped the client strengthen governance and meet the standards expected of U.K. banks.