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Creating a Tailored Corporate Governance Framework

10 September 2025

Corp Gov Fluipped

Client Background

The client is a growing global business that has grown quickly in the past few years. With the growth of the business, the structure has inevitably become more complex as it has taken on new and global business pursuits. 

  • The client did not have an organised or dedicated reporting and documentation system for meetings and minutes. Their board structure and procedures were underdeveloped and unclear, leading to difficulties managing board coordination, responsibilities and decision-making. 
  • As their company secretarial services and corporate governance services operated on a very informal level, senior management wished to rectify this position and looked to obtain company secretarial services to professionalise their corporate governance. They looked for an outsourced provider to offer support with these services.
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Our Locations

The regulatory landscape in Jersey, where our headquarters are located, has been honed over more than 50 years. This has led to high standards of corporate governance both within regulated businesses and for our clients. Fairway's global presence allows us to connect and offer our governance services across our jurisdictions and diverse international client base.
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Client Requirements

  • Corporate governance services are essential due to the need to comply with increasing regulatory requirements and transparent business practices globally.
  • Corporate governance solutions ensures compliance with regulations, maintains ethical standards, promote effective management and deliver sustainable growth. 

Tailored Solutions

  • Fairway was engaged by the client to conduct research and identify the needs for management control within the business. We worked with the client to identify the core governance issues.
  • For this client, Fairway was able to offer our corporate governance expertise to analyse and implement a tailored solution, aligned with the client’s requirements and company structure. 

Governance Framework 

Corporate governance is the framework via which an organisation demonstrates effective management and control. 

Risk Management

The prior identification and creation of a tailored governance framework for the client is essential for the success of ongoing smooth and efficient governance operations. It is crucial to create a framework where risk management is integral to the structure. 

Reporting System

From this point, we worked to establish a robust reporting system, addressing the identified governance needs and improving the overall management control. 

Management Control

We created a framework for the client, that acts to specify the distribution of rights and responsibilities of different participants across the business or organisation. This sets out the rules and procedures that will govern decision-making within the growing success and opportunities of the business.

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Governance Services

At Fairway we understand the needs of our clients and appreciate that the same governance structure does not work for everyone. We tailor each client's framework to evaluate and manage the specific risks faced.

We created an effective long term governance framework through implementing the following high-level components of corporate governance necessary for the client.

1. Policies and procedures in line with applicable law and regulation

  • Evaluation of all policies and procedures to ensure compliance with all relevant laws and regulations.
  • How function (s) interact both internally and to external parties to ensure risk management is integral to procedure framework. 

2. Clear documentation of processes and procedures

  • Ensuring there is a clear, comprehensive and consistent documentation of all processes and procedures. 

3. Effective board reporting

  • Developing a board reporting system that ensures collection of board reports prior to the quarterly meetings.
  • Converting reports into standard format for ease of interpretation.
  • Issuing meeting packs to the board in good time for review prior to meeting.

4. Clear meeting agendas and the preparation of concise minutes

  • An efficient minute taking process during meetings, drafting and circulating them for review and approval and co-ordination of approvals.
  • Provision of completed meeting records to directors, to include board pack, reports and executed minutes.
  • Maintaining a log of action points arising from each meeting and following up with board members on any action points for completion. 

5. Director training and board evaluations

  • Implementing a performance evaluation process and provision of written feedback in relation to the board, its Committees and individual Directors against a set of agreed criteria.
  • A Board effectiveness review to include: self-assessment questionnaires, 1:1 Interviews, thematic analysis, recommendations and action plan.
  • Positioning the board for future growth and success through guidance on board structure, roles and responsibilities. 

6. Compliance with statutory filing requirements

  • Ensure the relevant statutory deadlines are met.
  • Maintenance of statutory registers such as the registers of Directors, Members, Charges, with the relevant regulators and registry. 
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Outcomes

The establishment of the governance framework, ensures that the client:

Outcome 1

Operates in an effective corporate governance framework in accordance with the nature of their business and in line with the applicable economic substance requirements.

Outcome 2

Has appropriate expertise at board level covering different aspects with regular and effective oversight. They have an appropriate span of control to identify and manage any related risks efficiently within the business.

Outcome 3

Adds value to the decision-making process by establishing a robust reporting system and improving the overall management control. 

Outcome 4

Acts to specify the distribution of rights and responsibilities across the business or organisation. This sets out the rules and procedures that will govern decision-making through the comprehensive and consolidated governance framework.

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Future

Fairway is proud to offer an array of governance and risk management services to our corporate clients. We believe in the importance of professionalism, innovation and pragmatism, and promote the highest standards of corporate governance, accountability and pro-active board participation. Our team has extensive experience in their respective fields. 

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