Shareholder governance charter: roles, decisions and dispute prevention

Situations relevant to a shareholder governance charter

• Two founding shareholders disagree on a decision and no common rule makes it possible to settle it.
• A family business brings together several shareholders without a written allocation of roles.
• After an equity investment, a startup must organise information for the new shareholder.
• The shareholders share no exit mechanism and fear a lasting deadlock.
• Tensions arise between shareholders, without a declared conflict, and call for prevention rules.

Process

1. Purchase and onboarding. The client first acquires the CV-10 intake form. ASKonsult then opens the package’s secure exchange space.
2. Synchronous scoping. The first session, a 90-minute videoconference, brings together all the shareholders. It sets the objectives of the charter, the priority topics and the confidentiality rules for the exchanges.
3. Asynchronous collection. Each shareholder completes the intake form individually, then the company submits its articles of association. Written questions then flow in both directions.
4. Analysis and correction. The firm’s in-house engineering team first summarises the points of convergence and divergence, then drafts a charter. A second 90-minute session then allows discussion of the open points.
5. Synchronous delivery. The third session, also 90 minutes, presents the finalised charter and its review timetable. ASKonsult hands over the validated deliverable on this occasion.

Deliverable

The main deliverable takes the form of an internal governance charter. This shareholder governance charter specifies the roles, the decision matrix and the internal quorum rules. It also organises information for shareholders and the prevention of disputes. A summary note of positions accompanies it. Finally, a list identifies the points to be transposed into the articles of association or into a shareholders’ agreement by an authorised professional. ASKonsult hands over the whole set at the delivery session, at the end of a 4 to 6-week process.

Prerequisites

Each shareholder completes the CV-10 intake form individually. The company also submits its articles of association in force. In addition, the presence of all shareholders is required at sessions 1 and 3. Scoping and delivery indeed presuppose a shared reading of the objectives and of the rules adopted.

Frequently asked questions

How is the package quote established?

A qualification exchange precedes subscription. It makes it possible in particular to assess the number of shareholders concerned, up to five. The special conditions then set the scope, timetable, number of sessions, expected documents and deliverable. ASKonsult then creates the order from the quote. The start date, for its part, appears in the special conditions.

Why does each shareholder complete a separate intake form?

The CV-10 intake form gathers each shareholder’s position individually. This separate collection thus makes it possible to compare each party’s expectations on roles and decisions. The firm’s in-house engineering team then derives a summary note of positions from it. The draft charter builds on this summary. The open points are then discussed during the second session.

What share of the package takes place in synchronous sessions?

The package includes three 90-minute videoconference sessions, 4 hours 30 minutes in total. The first scopes the objectives, the second addresses the open points and the third presents the charter. The rest of the work takes place asynchronously, through the intake form, the articles of association and written questions. In addition, ASKonsult schedules the sessions in advance, in set time slots.

Do the exchanges between shareholders remain confidential?

ASKonsult treats as confidential the information and documents submitted by the client. They circulate solely through the secure exchange space and serve only the purposes of the package. This obligation also survives the end of the relationship. In addition, the scoping session sets confidentiality rules specific to the exchanges between shareholders. The client, for its part, undertakes the same discretion towards non-public deliverables.

Does the charter replace the articles of association or a shareholders’ agreement?

No. The shareholder governance charter remains an internal organisational document. The package includes neither the drafting nor the amendment of the articles of association or the shareholders’ agreement. The deliverable nevertheless flags the points to be transposed into these instruments. This transposition falls to an authorised professional. Likewise, mediation of a declared conflict remains outside the service.

What follows the package?

The charter provides for a review timetable, which offers a reference point for checking the application of the rules adopted. In addition, an executive management team exposed to investment, institutional or crisis issues may turn to the Executive subscription (A-03). This tier provides continuous strategic guidance. It also includes a priority qualification channel, limited to one session.

Out of scope

The package does not include the drafting of the articles of association or of the shareholders’ agreement. Nor does it include their amendment. These instruments fall to an authorised professional, to whom ASKonsult refers the client. In addition, mediation of a declared conflict between shareholders remains outside the service. The shareholder governance charter thus aims at preventing disputes, not at settling them.