Harper James advises start-ups, scale-ups and established companies on company governance under the laws of England and Wales. Good governance gives directors a reliable way to make decisions, record accountability and protect the company as it grows.
Review the company’s articles of association, shareholder agreement, statutory registers and board decision-making process. The articles set the default rules for directors, shares and meetings, while a shareholder agreement usually deals with matters such as reserved decisions, transfer restrictions, investor rights and deadlock. Keep the register of members, people with significant control (PSC) information and director details accurate, and file confirmation statements and other required documents with Companies House on time.
A practical governance review checklist should cover authority levels, conflicts of interest, approval thresholds, delegated powers, record keeping and upcoming filing dates. It should also identify where the articles and shareholder agreement do not match the way the business operates.
Before each board meeting, circulate a focused agenda and papers that explain the decision required, the commercial rationale, financial impact and principal risks. Directors should declare relevant interests, ask informed questions and record the decision in clear minutes. Written board resolutions are useful for straightforward approvals, but significant matters deserve a properly documented discussion.
Set a schedule for recurring matters, including management accounts, cash flow, insurance, key contracts, data protection, employment issues, litigation and regulatory obligations. A decision log helps the company show who approved an action, under what authority and on what information. This is particularly valuable during fundraising, an acquisition, a refinancing or a later due diligence exercise.
Governance should match the company’s size and risk profile, but it should not be postponed until an investment round or sale. Current Companies House reforms under the Economic Crime and Corporate Transparency Act are increasing expectations around accurate company information and director accountability. Larger private companies should also consider whether the Wates Principles provide a useful framework, while listed companies need to track the UK Corporate Governance Code and its reporting requirements.
The next step is a short governance health check. Compare the company’s constitutional documents with its actual practices, create a compliance calendar, confirm the ownership structure and agree which decisions require board or shareholder approval. Address gaps in priority order, beginning with risks that affect authority to act, ownership records, solvency, regulated activity or a live transaction.