Establishing corporate governance strategy and structures

Upgrading of corporate governance systems and implementation plans following new regulations or changes in international practices, or to conform with changing corporate ownership structures (IPOs or succession plans) or goals (new strategies etc.). Support in defining key corporate governance practices, such as:

• The choice of corporate model (traditional, one-tier or two-tier)
• Internal control system: Bodies and their interrelations, within an ERM (Enterprise Risk Management) approach.
• Impact of family transition on governing body structures and responsibilities.

Advice regarding compliance with new corporate governance legislation and regulations or upgrading to best practice: Cost-benefit analysis of compliance and new system vs overall effectiveness of governance model post-redesign. Advice regarding streamlining compliance requirements within existing governance systems.

Corporate Governance assessment, due diligence

Evaluation of corporate governance systems, processes and competencies in place within the existing legal framework, the code of corporate governance and national and international best practice. This is an inclusive and comparative analysis that focuses on the efficiency and effectiveness of the systems, the quality of checks and balances in place and the transparency of disclosures.

• Corporate Governance assessment for corporate clients: Evaluation of the overall system and – if requested – detailed assessment of some specific areas of the corporate governance system. A proprietary benchmarking tool allows detailed comparisons, and provides information and guidelines for the potential redesign of the corporate governance system.
• Due diligence for institutional investors and other interested parties: Assistance in evaluation of the quality (compliance, effectiveness, transparency and accountability) of the governance systems of listed companies. A proprietary benchmarking tool allows detailed comparisons and an informed assessment about such systems beyond simple standardized legal requirements.

Assessment of the functioning of the Board of Directors

Support in the assessment of the Board of Directors. The proprietary methodology allows the service to be tailored to the client’s requests in terms of the level of support desired and the tasks to be carried out. More specifically, the service provided by Aliberti Governance Advisors is customised along the following lines:

• Range of activities: Support can range from management of the whole process to support for the existing internal self-assessment process.
• Breadth of the assessment: This can extend from a specific area of how the Board of Directors works to an evaluation of its composition, roles and responsibilities, performance, processes and interrelation with the organization and other governance systems.
• Benchmarking of the directors’ professional profiles, taking into account the key strategic priorities for a specific company in a given competitive setting.
• A network of executive search professionals complements the service, offering advice and support in matching search profiles with actual board candidates, both in Italy and abroad.

Assessment of the internal control systems

Mapping of the internal control systems and assessment of the efficiency and effectiveness of the systems in place. The “one size does not fit all” approach means helping the client to achieve the optimal balance between their requirements and cost-effective systems.

• Corporations (listed, going public, privately-held): The ultimate goal is to redesign a balanced control system that is not just compliant but fully functional and effective, avoiding overlapping roles. Every role is exploited to its full potential given the system requirements and constraints (legal and functional);
• Due diligence for institutional investors and other potential acquirers: Evaluation of the quality (compliance, effectiveness, transparency, accountability) of the internal control systems of target companies. A proprietary ad-hoc benchmarking analytical tool permits comparisons and informed assessments beyond simple and standardized legal requirements.

AIM listings

Support for the Nominated Adviser during the listing process on matters of governance, internal control systems and procedures. Assessment of the board, board members and executives, benchmarking of the governance structure versus AIM practices and design and implementation of the control system upgrade plan.

Corporate Governance for Banks and Financial Intermediaries

Consulting on governance matters specific to the financial industry and the internal control systems applicable to the industry, including compliance with the requirements imposed by banking rules and regulations.

Other services

Executive Compensation
Supporting the design and implementation of incentive plans for members of the Board of Directors and Top Management.

Investor Relations and Corporate Governance
Design of a communication strategy specific to the annual and periodic disclosure of the governance system, compliance with legal requirements and recommendations, and best-in-class practices.

Seminars and Training
Organization of single or multi-client events on multidisciplinary corporate governance topics.

Ad-hoc Studies and Research
International and national benchmarks for directors and governance systems as well as ad-hoc studies on governance systems for the financial media, institutions and associations.