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Consulting · Governance

A company that doesn't hinge on one person. That's where governance begins.

Advisory boards, shareholders' agreements, approval limits, controls and succession planning for small and midsize businesses, family businesses and multinational subsidiaries that want to grow under clear rules and outlast their founders.

Advisory boardShareholders' agreementInternal controlsSuccession planning
When to act

Your company has grown. Do decisions still rest on one person?

Governance doesn't start with bylaws. It starts when someone hears one of these lines inside their own company. Check the ones that sound familiar.

“Nothing moves without me.”

Every major decision goes through the founder, and the company moves at the pace of the founder's calendar.

“We'll just talk it through.”

The shareholders disagree, and there are no agreed rules for how decisions get made or how someone comes in or leaves.

“We'll settle up later.”

Company cash and family assets get mixed together.

“The bank asked for a report we don't have.”

Banks, investors or headquarters ask for controls and information the company doesn't produce yet.

Check what happens in your company.

Talk to a partner →
The owner's three hats

In a small or midsize business, one person is often shareholder, board member and executive. Governance keeps those conversations apart.

Nobody loses control. What changes is that each issue goes to the right forum, with the right question. The IBGC Code itself recommends that the same person not both chair the board and run the company, precisely to avoid a concentration of power.

Shareholders' meeting

“Where do I want these assets to be ten years from now?”

Decides: shareholders coming in and leaving, profit distribution, the rules of the agreement and who sits on the board.

How the structure works

Every decision in its place, and every person in their role.

Governance separates what belongs to the shareholders, what belongs to the board and what belongs to management. The company moves faster precisely because everyone knows who decides what.

  • 1Shareholders and family agree on the rules of the game once, in writing.
  • 2The board watches the direction and holds management to results, with an agenda and minutes.
  • 3Executive management delivers with clear targets and defined approval limits.
The five principles

Governance isn't an off-the-shelf model. It's five principles applied to your day-to-day.

We follow the principles of the Code of Best Practices of Corporate Governance issued by IBGC, the Brazilian Institute of Corporate Governance, and translate each one into the routine of a midsize company.

01

Integrity

The Code saysAn ethical culture, decisions free from conflicts of interest, and consistency between what is said and what is done.

In your companyRelated-party transactions, such as a shareholder's property leased to the company, decided openly and put on record.

02

Transparency

The Code saysTrue, clear and timely information, positive or negative, and not just what the law requires.

In your companyEvery shareholder gets the same numbers every month, including when they're bad.

03

Equity

The Code saysFair treatment of all shareholders and other stakeholders, taking their rights, duties and expectations into account.

In your companyA shareholders' agreement that sets the rules in advance for those who work in the business, those who only invest and those who will inherit.

04

Accountability

The Code saysBeing accountable in a clear and timely manner, taking responsibility for the consequences of one's own actions and omissions.

In your companyA monthly committee with targets, a name next to each one, and minutes. Whoever took on a target explains the result.

05

Sustainability

The Code saysEnsuring the organization's viability in the short, medium and long term, taking the various capitals into account.

In your companyDecisions that weigh this year's cash and the company ten years out, with people and reputation factored in.

Source: IBGC, Code of Best Practices of Corporate Governance, 6th edition (2023). Definitions summarized; the examples are Solidy's.

Governance sized to your company

For most companies, governance isn't a legal requirement. Every company that lasts has it.

This isn't big-company bureaucracy. The IBGC Code itself expects practices to be adapted to each organization's stage of maturity. We start with what changes your reality today and grow along with it.

It starts with a meeting that has an agenda.

A monthly committee with numbers, decisions and minutes already changes how the company is run.

It grows into a board when the time is right.

An advisory board is optional and doesn't replace management: it advises. With outside members, it brings the perspective that day-to-day pressure crowds out.

It ends with a company that stands on its own without its founder.

Roles, rules and succession put in place before a crisis, not because of one.

What we do

From shareholder rules to board reporting.

Advisory board

Design, board member profiles, agendas and meeting cadence.

Shareholders' agreement

Rules for decision-making, entry, exit, profit distribution and deadlock resolution.

Decision forums

Committees with an agenda, someone in charge and minutes, so the company doesn't depend on one person's calendar.

Approval limits and policies

Who approves what, up to what amount, and the policies that underpin decisions.

Internal controls

Segregation of duties and controls that reduce the risk of error and fraud.

Reporting

Reports for the board, shareholders, banks, investors or headquarters, built on reliable data.

Succession planning

Succession plans for shareholders and executives, prepared before it becomes urgent.

Business and family

Clear rules that keep company cash separate from family assets.

Governance

Clear rules today. A company still standing tomorrow.

The best time to agree on the rules is when nobody is fighting.

Method

Listen, design, implement and sustain.

1
Assessment

Listen

Conversations with shareholders, family and managers to understand what works and what gets stuck.

2
Blueprint

Design

Structure, agreement, approval limits and decision forums sized right for the company.

3
Rollout

Implement

First meetings run alongside you, with an agenda, numbers and minutes.

4
Ongoing support

Sustain

Follow-up and periodic reviews until the routine runs on its own.

Let's talk

Governance starts with a conversation among shareholders. We'll help you set up the first one.

Tell us how decisions get made today. You'll leave the first conversation with a first step that makes sense for your company.

No obligationReply within 1 business dayStrictly confidential