Corporate Governance

Corporate Governance

One reason many entrepreneurs own their own business is that they do not want a boss. You should not view a board as a boss. Rather, you should recognize that it is lonely at the top, and no matter how skilled you are at what you do, there are many aspects of business that you have limited knowledge of. A successful business owner is one who knows what they do not know. Supplementing your business acumen with the experience and capabilities of trusted advisors can materially improve how you plan for the future, how you tackle the issues of today and how much enjoyment you obtain from your job. Bula Consulting is a trusted advisor in the area of good corporate governance.

How Bula Consulting can help

Mr. Wassink is an expert in good corporate governance, related enterprise risk management and internal controls. He is also a Chartered Accountant in the Netherlands since 1998. He has consulted for many boards of directors in various industries such as technology, media and telecommunications, banking, pharmaceutical, and manufacturing and was part of the Management Team of Aruba Bank, a financial institution subject to supervision by its Supervisory Board (including audit committee) and the Central Bank of Aruba. Also, as a Chartered Accountant, he has been subject to supervision by the Netherlands Authority for the Financial Markets.

He works with boards of (non) executive directors to create or optimize their governance policies and practices in accordance with good corporate governance practices in the Netherlands. Creation or optimization of policies and practices are, among others, related to:

  • Corporate governance rulebook (checklist) and annual calendars
  • Charter of the Supervisory Board
  • Charter of subcommittees of the Supervisory Board such as:
    • Audit Committees
    • Selection, Appointment and Remuneration Committees
    • Credit Committees
    • Risk Committees
    • Related Party Transaction Committees
    • Investment Committees
  • Charter of the Management Board (and Executive Committee insofar instituted);
  • Code of Conduct
  • Dividend policy
  • Pre-approval policy external auditors
  • Policy regarding bilateral contacts with shareholders
  • Whistleblower policy
  • Privacy and cookies policy
  • Rotation plans Supervisory and Management Boards
  • Supervisory board remuneration policy
  • Enterprise risk management policy

He can also act in the role of company secretary including:

  • company secretarial
  • statutory and regulatory compliance
  • regulatory reporting (annual reports, etc.)
  • maintenance of books and registers
  • corporate governance
  • management of board, committee and member meetings
  • capital raisings
  • due diligence
  • regulatory liaison

What is corporate governance

Corporate governance is defined as the structures and processes by which companies are directed and controlled. Good corporate governance helps companies:

  • operate more efficiently
  • improve access to capital
  • mitigate risk, and
  • safeguard against mismanagement.

It makes companies more accountable and transparent to investors and gives them the tools to respond to stakeholder concerns. Corporate governance is intended to increase the accountability of your company and to avoid massive disasters before they occur.

Principles of Corporate Governance

  • Shareholder recognition is key to maintaining a company’s stock price. More often than not, however, small shareholders with little impact on the stock price are brushed aside to make way for the interests of majority shareholders and the executive board. Good corporate governance seeks to make sure that all shareholders get a voice at general meetings and are allowed to participate.
  • Stakeholder interests should also be recognized by corporate governance. In particular, taking the time to address non-shareholder stakeholders can help your company establish a positive relationship with the community and the press.
  • Board responsibilities must be clearly outlined to majority shareholders. All board members must be on the same page and share a similar vision for the future of the company.
  • Ethical behavior violations in favor of higher profits can cause massive civil and legal problems down the road. Underpaying and abusing outsourced employees or skirting around lax environmental regulations can come back and bite the company hard if ignored. A code of conduct regarding ethical decisions should be established for all members of the board.
  • Business transparency is the key to promoting shareholder trust. Financial records, earnings reports and forward guidance should all be clearly stated without exaggeration or creative accounting. Falsified financial records can cause your company to become a Ponzi scheme, and will be dealt with accordingly.