Corporate governance and board services

Corporate governance is the collection of mechanisms, processes and relations by which corporations are controlled and operated. Governance structures and principles identify the distribution of rights and responsibilities among different participants in the corporation (such as the board of directors, managers, shareholders, creditors, auditors, regulators, and other stakeholders) and include the rules and procedures for making decisions in corporate affairs. Corporate governance is necessary because of the possibility of conflicts of interests between stakeholders, primarily between shareholders and upper management or among shareholders. The significance of corporate governance comes to the fore when a parent company intends to make policies for its interactions with the subsidiaries.

The following services are performed in FAMEC:

Design and establishment of board processes

In general, board process refers mainly to the decision-making activities of the board. Board process pertains to the healthy and sometimes rigorous discussion on corporate issues and problems so that decisions can be reached and supported. Effective establishment of processes is one of the most important performance factors of the board. The various processes include, but not limited to, identification and selection of members of the board, performance evaluation, compensation and investment decision making process.

Advisory Board

Advisory Board is a decision support structure for the board of directors. The members participate in the board meetings, however they do not have voting right. Advisory boards will provide the expertise required for board decision - making without membership in the board. FAMEC can act as an advisory board that brings the lacking expertise needed in areas such as finance, strategy, investment, general assemblies, etc. to the board.

legal responsibilities of the board

Assistance to enacting the legal responsibilities of the board is another consultation area in our institute. Holding general assembly meetings is one boards’ main responsibilities which a high number of subsidiary companies makes it strenuous. in fact, the necessity of establishing a process in which actions are integrated before, during and after the assemblies is quite essential. It is also worth mentioning that the having documented instructions for this matter is extremely important.

Board evaluation

In some organizations, a neutral third party is required to conduct the evaluation process. In this regard, FAMEC performs the evaluation process using its specialized team and provides a standard report of results. In case there is a need for the establishment of an assessment center, FAMEC will provide consultation services as well.

Board member suggestion

Having a wide network of experienced managers across the country, FAMEC helps organizations find the right members according to the specific needs of each company. In this regard, with respect to the context and position of each company firstly, need analysis takes place and a competency profile of members will be designed, then according to presented profiles members are introduced.

Board Committees

In order to improve corporate governance system and perform a specialized implementation of governance procedures and related activities, organizations undertake specialized committees. the establishment and organizing of some of these committees are accompanied by the guidelines like "corporate governance " of companies listed on the tehran stock exchange. Committees such as audit, nomination, compensation and risk are consulted at FAMEC.