Services

Corporate governance consulting for family groups that intend to outlive their founder

Wills Business provides corporate governance consulting and family business consulting to family groups and private companies in Egypt, Saudi Arabia and the UAE. A large share of the companies in the region are family owned, and few of them have a written agreement on the questions that break families: who owns, who works in the business, who decides, who sits on the board, how profits are distributed, and how the next generation comes in. We help the family write those rules while relationships are good, and build a board and a management structure that can run the company when the founder steps back.

Thirty minutes. No deck. A senior consultant replies.

Who calls us about governance

Founders planning to step back. You built the group over decades. Two or three of your children work in it, others do not. You want the company to continue, the family to stay together, and neither outcome to depend on you being in the room.

Second-generation siblings and cousins. The founder has passed or retired. Ownership is now shared between people with different roles, needs and views. Decisions that used to take a phone call now take a family argument. You need a structure before the next one.

Companies preparing for a partner, an investor or a listing. A private equity investor, a strategic partner or a regulator wants a functioning board, clear management authority and financial reporting a stranger can trust. In Saudi Arabia, the Capital Market Authority's corporate governance regulations apply to listed companies, and a company preparing to list has to be ready for them.

What you get

Deliverables depend on the family and the scope. A governance engagement typically includes:

A governance diagnosis: how ownership, management and family decisions are actually made today, where they overlap, and where the risk sits.
A family constitution (also called a family charter or protocol): the family's values and purpose for owning the business, rules for family members joining, being paid and leaving the business, ownership transfer and exit rules, dividend policy, conflict resolution, and how the constitution is amended. Written in the family's language and agreed by the family, not drafted by us and signed.
Family governance bodies: a family council or assembly with a clear remit, membership and meeting rhythm, separate from the company board.
Board design and board effectiveness: board size and composition, the case for independent directors, committees, a board charter, the split of authority between owners, board and management, an annual calendar and an evaluation method.
A succession plan for ownership and for leadership, treated as two separate questions, with criteria for the next CEO, a timetable, and the founder's role after the transition.
Policies and delegation of authority: a written matrix of who may approve what, related-party transaction rules, and the reporting the board receives each quarter.
A regulatory fit review where relevant: how the design aligns with the corporate governance regulations that apply to your company in its country, and, for private groups, which of those requirements are worth adopting voluntarily. Legal drafting of shareholder agreements and articles is done by your lawyers; we brief them.

Deliverables are produced in Arabic, English or both, and the consultant presents to the family council in Arabic where that is the family's language.

How the work runs

Scoping (weeks 1 to 2). Confidential conversations with the founder and, separately, with each branch or generation of the family, to agree what the work covers, who takes part, and the fee. You receive a written scope.
Diagnosis (weeks 2 to 6). Individual interviews with family members, directors and senior managers. A review of existing documents: articles, shareholder agreements, wills where the family chooses to share them, board minutes.
Design (weeks 6 to 14). Facilitated family sessions to agree the constitution, the governance bodies and the succession principles. Board design worked through with the founder and the incoming leadership. Options are discussed before anything is written.
Documentation and adoption (weeks 14 to 20). Constitution, charters and delegation matrix finalised, briefed to the family's lawyers, adopted at a family assembly and a board meeting.
Follow-up (optional). Support for the first year of board and family council meetings, scoped separately.

What goes wrong without it

The copied charter. A governance code downloaded from a listed company's website and adopted unread. It answers questions the family does not have and ignores the ones it does.
Succession by silence. The founder assumes the eldest will take over. The eldest assumes the same. The siblings assume otherwise. Nobody has said any of it aloud.
A board that is a family dinner. Family members meet, argue, and decide the same way they did around the table. Managers wait outside for the outcome.
Ownership split by inheritance alone. Shares pass under the applicable inheritance rules with no shareholder agreement, and a company built by one person is now run by a committee of eight who never agreed to be partners.
The investor arrives first. Governance is built under time pressure during due diligence, on the investor's terms.

People and organization when the governance work raises questions about management structure, roles for family members and pay.
Financial advisory for valuation, buy-outs between branches of the family, and transaction support.
Strategy consulting when the next generation wants to agree where the group is going before agreeing how it is run.
Consulting in Saudi Arabia for family governance work in Riyadh, Jeddah and Dammam.

Frequently asked questions

What does corporate governance consulting involve for a private family company? Designing the rules and bodies through which the owners, the board and management make decisions: a family constitution, a family council, a board with a charter and clear authority, a delegation of authority matrix, and a succession plan. For a private company the aim is not compliance with a listing rule but a company that runs on rules rather than on one person.

What is a family constitution and is it legally binding? A written agreement among the family on how it owns and governs the business: values, employment of family members, ownership transfer, dividends, dispute resolution, and the family council. On its own it is a moral commitment. The provisions the family wants to be enforceable are carried into the shareholder agreement and articles of association by your lawyers, which is part of how we run the work.

Do the Saudi CMA corporate governance regulations apply to my company? The Capital Market Authority's corporate governance regulations apply to companies listed on the Saudi exchange, and companies preparing to list have to meet them. A private family group is not bound by them, but many adopt the parts that fit, such as independent directors, board committees and a delegation of authority. We help you decide which parts fit; confirmation of your specific obligations comes from your legal counsel.

What is board effectiveness work? Making an existing board work: the right size and mix, a charter that separates board from management, an agenda that covers strategy and risk rather than only last month's numbers, information that arrives before the meeting, and an annual review of how the board performed. It is usually the second engagement, after the board has been set up.

How does succession planning work when several children are in the business? Ownership succession and leadership succession are separated first. Ownership follows the family's agreed rules and the applicable law. Leadership follows criteria the family agrees in advance, applied to family and non-family candidates alike. A family member can be an owner without being the CEO, and the constitution says how that works.

How much does governance and family business consulting cost? Fixed fee per scope, quoted in writing after the scoping call. The fee depends on the number of family members and branches, the number of companies in the group, and whether board design and succession are in scope alongside the constitution.

Tell us about the family and the company

Thirty minutes, in confidence, with the founder or with the family member who has been asked to raise the subject. We will tell you what the work would involve, how long the family should expect it to take, and what it would cost.