Establishing corporate governance strategy and structures

Upgrading of corporate governance structures and implementation plans following new regulations or evolution in international practices or to conform with changing corporate ownership structures (IPOs, succession plans) or goals (new strategies etc.). Support in the definition of the key corporate governance practices, such as:
- The choice of the corporate model (traditional, one-tier, two-tiers)
- Internal control system: bodies and interrelations among them, within an ERM (Enterprise Risk Management) approach
- Impact of family transition on governing bodies structures and responsibilities
Advice regarding compliance with new corporate governance legislation or regulations or to upgrade to best practices: cost benefit analysis of compliance and new structure vs overall effectiveness of governance model post redesign; streamlining of compliance requirements within existing governance structures.

Corporate Governance assessment, due diligence

Evaluation of corporate governance structures, processes and competencies in place within the existing frame of law, the code of self-dealing and national and international best practices. This is an inclusive and comparative analysis that focuses on the efficiency and effectiveness of the structures, the quality of the checks and balances systems and the transparency of the disclosure.
- Corporate Governance assessment for corporate clients: evaluation of the overall system and – if requested - detailed assessment of some areas of the corporate governance structures. 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 the evaluation of the quality (compliance, effectiveness, transparency, accountability) of the governance structures of listed companies. A proprietary benchmarking tool allows detailed comparisons and an informed assessment of such structures beyond simple and standardized legal requirements.

Assessment of the functioning of the Board of Directors

Support to the assessment of the board of directors. The proprietary methodology allows to tailor the service to the client’s requests in terms of desired support and activities to be performed. In particular, the service provided by Aliberti Governance Advisors is custom-made along the following lines:
- Range of activities: the support can range from the management of the whole process to a support of the existing internal self assessment process;
- Breadth of the assessment: it can extend from a specific area of the functioning of the Board of Directors up to the evaluation of its composition, roles and responsibilities, performance, processes, interrelation with the organization and other governance structures;
- Benchmarking of the professional profiles of the directors, 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 reach the optimal balance between the requirements and cost-effectiveness of the 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 acquirors: 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.

Corporate Governance for Banks and Financial Intermediaries

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

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 structure, compliance with law and recommendations, 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 on directors, governance structures as well as ad hoc studies on governance systems for financial media, institutions and associations.