Corporate Governance 

Corporate Governance is the corner stone of any good business and is an essential tool in the management and growth of companies. It encompasses the processes, practices and policies that a company relies on to make formal decisions and to manage the company. It’s the way in which directors and managers control a company and make decisions, especially decisions that have an important effect on the shareholders.

The region more specifically, the UAE has witnessed increased focus on corporate governance. The UAE, under the wise leadership and wisdom of the leaders, has statutorily mandated corporate governance frameworks for the listed companies.

At a quick glance, good corporate governance will ensure that the board of directors meet regularly, retain control over the business and are clear in the division of their responsibilities, as well as maintaining a system of risk management. Corporate governance can encompass many more duties, although the system of governance will often vary from company to company.

Having a good corporate governance framework:

-Helps the company to regulate risk and reduce the opportunity for corrupt practices, frauds, etc and also ensures that the company protects its members, officers and   management

-Ensure that the company retains its records in the company books and maintains its statutory registers. Maintaining these records also means that officers of the company   can be held accountable through documentation for their actions if necessary. It also means that a shareholder cannot unnecessarily contest the actions of the officers   whereby the company books, approved resolutions and board minutes can be evidenced, if necessary, to substantiate that the officers are acting within their authorities;

-With full disclosure, assures the public, banks and lenders that the company and brand can be trusted, ultimately helping the company reputation to grow.

Tesseract, with almost three decades of experience of its Managing Partner in handling cross-border corporate and commercial matters, corporate secretarial and governance matters, is able to support you in achieving best in-class governance standards. We could assist and provide our services for the following:

• Design & Review of Governance Framework

• Board and Board Committee Support and Assessments

• Board Advisory

• Corporate Secretarial Services

Global Governance consulting: Assistance in assessing and gathering information related to the ever-changing global regulations that require businesses to be transparent and report in a standard manner across the countries they operate in.

Corporate Secretarial Services

A company secretary (CS) is the most senior administrative officer of a private or public company or organization and is responsible to administer and manage companies correctly, including proficiency in company law, board procedures, director responsibilities and shareholder relations, as well as financial and legal compliance requirements for the following:

– Shareholder administration and communication, corporate governance and statutory compliance

– Is to ensure that the company complies with all standard financial and legal requirements, and because of the considerable risks associated with not complying with local        regulations, it’s essential to know that your entities are above board.

In absence of a CS, directors of the company must take on this responsibility and hence Tesseract services play a pivotal role in smooth operations of the business. Our focus is to work with our clients in a coordinated approach and ensure the highest standard of corporate governance is maintained. Tesseract offers board assistance and support in respect of:

• Corporate secretarial alert: setting-up, monitoring and updating of corporate calendar.;

• Convening, holding of board of directors and general meetings of shareholders. This will further include scheduling of meetings, setting of agendas and the circulation, the     delivery of papers for a meeting, taking records of board and committee meetings and the arrangement and implementation of share transfers and changes in                         shareholding,  or dividend distributions and capital contributions;

• Approval of annual accounts and appointment of auditors;

• Filing of annual accounts and annual returns (if required); and

• Maintenance of statutory records

• Non-routine event activities:

– Constitutional changes such as change of company name, registered office, business objects, financial year, etc.;

– Transactional services – assist you with time consuming local changes registrations, such as name or director changes, or other services;

– Draft Memorandum of Association and carry out amendments as may be required

– Drafting of power of attorneys;

– Assist with the dissolution and liquidation of entities that are dormant or no longer required.