Corporate Governance

Herrington Carmichael is a full service law firm offering legal advice to UK and international businesses as well as individuals and families.

Corporate Governance refers to the way a business is managed, controlled and how decisions are made. Its purpose is to facilitate effective, entrepreneurial and prudent management to deliver long-term success of the company.

Having an effective Corporate Governance strategy in place ensures that responsibilities are clearly defined, that decision-makers are well informed to make proper decisions, that a company’s objectives and how it intends to achieve them are transparent and that all stakeholders’ interests are borne in mind. Such clear structures preserve and enhance the value of the business and its attractiveness to investors.

Missing Corporate Governance, on the other hand, can be or often has been the root cause for corporate failure and endangers the trust in the organisation both inside and outside.

We help boards assess how governance works in practice and identify improvements that support strategy, compliance, and stakeholder confidence.

We provide Corporate Governance:

  • Reviews and health checks
  • Assessment of risk
  • Design of bespoke governance frameworks tailored to the organisation
  • Reserved matters schedules and delegations of authority
  • Board and committee terms of reference
  • Remediation support in response to regulatory, investor, or stakeholder feedback

We provide hands‑on support to boards and committees, acting as a trusted governance adviser and ensuring meetings are conducted effectively and in accordance with legal and constitutional requirements.

We provide:

  • Board and committee meeting planning and administration
  • Agenda structuring and board pack coordination
  • Attendance at meetings and professional minute taking
  • Action tracking and follow‑up support
  • Governance calendars and annual planning

We support organisations and investors where governance is under scrutiny due to growth, fundraising or corporate activity.

We provide:

  • Governance due diligence for investments and acquisitions
  • Pre‑investment and pre‑transaction governance remediation
  • Investor‑aligned governance frameworks
  • Review of decision‑making processes and information flow
  • Responding to governance enquiries from investors, lenders and regulators
  • These services are widely used by VC- and PE-backed startups, private limited companies and international groups acquiring UK entities.

We provide corporate governance due diligence support where governance is a key consideration for investment, growth, or strategic transactions

Our services include:

  • Preparation of tailored governance due diligence questionnaires
  • Review of constitutional, governance, and board documentation
  • Assessment against governance best practice, transparency, and decision‑making frameworks
  • Identification of governance risks and gaps relevant to investor and regulatory expectations
  • Practical recommendations to strengthen governance ahead of investment or other capital events

We advise directors and trustees on their governance responsibilities, focusing on clarity, accountability and risk management.

Our work includes:

  • Directors’ duties and trustee obligations advice
  • Conflicts of interest governance and registers
  • Substantial property transaction governance
  • Induction and onboarding governance for new board members
  • Ongoing board governance support

Strong governance depends on capable, informed boards. Our services are suited for all companies and not for profit entities, including but not limited to: regulated firms, charities and growing businesses and start ups

We support boards, directors and trustees through:

  • Board and committee effectiveness evaluations
  • Director and trustee induction programmes
  • Governance training for boards and senior management
  • Refresher training on directors’ and trustees’ duties
  • Governance awareness training for employees

We provide practical support for the planning, conduct and post‑meeting compliance of shareholder meetings, including Annual General Meetings (AGMs) and other general meetings, ensuring full compliance with statutory and constitutional requirements.

Our services include:

  • Advising on the statutory and constitutional requirements for shareholder meetings and AGMs
  • Preparation and drafting of notices of meeting, including resolutions, explanatory notes, timing, approval thresholds and publication requirements
  • Reviewing meeting documentation to ensure compliance with the Companies Act 2006 and the company’s articles of association
  • Reviewing shareholder‑meeting‑related information for publication on the company website
  • Preparing chairperson scripts, briefing notes and anticipated shareholder questions
  • Coordinating board and shareholder materials to ensure clarity, accuracy and appropriate information flow
  • Attendance at shareholder meetings and AGMs, with professional minute‑taking where required
  • Drafting, circulating and finalising minutes and resolutions in consultation with the Chair
  • Ensuring post‑meeting filings and statutory records are updated accurately and on time
  • Our approach ensures that shareholder decisions are properly authorised, documented and effective, supporting robust governance and audit‑ready corporate records.

We have extensive experience advising on corporate governance across a range of sectors, supporting companies navigating regulatory, investor and operational requirements.

Our services include:

  • Identifying and agreeing key legal, regulatory and operational governance requirements
  • Reviewing governance documentation and advising on board responsibilities and delegated authority
  • Assessing governance arrangements against best‑practice principles, including transparency, information flow and role clarity
  • Providing concise written recommendations to address gaps and enhance governance effectiveness
  • Developing and implementing governance frameworks and disclosures aligned with applicable publication and regulatory requirements

We support overseas companies and international groups operating in the UK, helping boards navigate UK governance expectations while remaining aligned with group‑wide policies and structures.

Our services include:

  • Governance support for UK subsidiaries and branches
  • Parent–subsidiary governance alignment
  • UK board governance for overseas directors
  • PSC and ownership governance structuring

Our governance services are applied sector‑by‑sector, without treating governance as a one‑size‑fits‑all exercise:

  • FCA‑Regulated Firms
    • Governance aligned with regulatory expectations and SMCR
    • Role clarity, accountability and conflicts governance
    • Board and committee structures suitable for regulated oversight
  • Investor‑Backed Startups & Growth Companies
    • Governance frameworks that scale with investment
    • Reserved matters and investor governance
    • Board readiness for funding rounds and exit
  • Private Limited & Owner‑Managed Companies
    • Governance health checks and improved decision‑making
    • Board and shareholder alignment
    • Governance support during restructuring or succession
  • Charities & Not‑for‑Profit Organisations
    • Governance aligned with the Charity Governance Code
    • Trustee governance, conflicts and accountability
    • Constitution and decision‑making frameworks
  • International Groups & UK Subsidiaries
    • UK‑compliant governance frameworks
    • Parent–subsidiary governance alignment
    • UK board governance for overseas directors
    • Ownership and PSC governance

Key contact

Christine Tretzmueller-Szauer PNG
Christine Tretzmueller-Szauer
Legal Director, Company Secretarial & Corporate Governance

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Meet our experts

Dedicated professionals ready to assist you.

Dasha Thorpe PNG
Dasha Thorpe
Paralegal, Company Secretarial & Corporate Governance
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Siddhartha Saxena
Senior Co Sec Paralegal, Company Secretarial & Corporate Governance
Michelle-Lamberth-PNG
Michelle Lamberth
Senior Paralegal, Company Secretarial & Corporate Governance
Christine Tretzmueller-Szauer PNG
Christine Tretzmueller-Szauer
Legal Director, Company Secretarial & Corporate Governance

Frequently Asked Questions

Find answers to your most pressing questions about our services and processes.

Generally, Corporate Governance refers to a proper business organisation, e.g. the way a business is managed, controlled and how decisions are made.

Key aspects of Corporate Governance are (i) an effective board with clear tone from the top (ii) clear and transparent structures and (iii) proper decision making based on a clear information flow between stakeholders

Opaque or missing formal internal structures or missing proper Corporate Governance can often be the root cause of corporate failure. Getting it right saves time, hassle and costs.

Corporate Governance is anchored in:

  • Ultra national principles like the OECD Principles on Corporate Governance, EBA Guidelines on Internal Governance, and BCBS Corporate Governance Principles for Banks.
  • National laws, such as Companies Act,
  • Soft law, like UK Corporate Governance Code, the Wates Corporate Governance Principles for Large Private Companies
  • Individual Articles of Association

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