Implementation of the New Corporate and Ownership Governance for the Group

Context and Need:
A company operating in the outdoor industry, with an annual turnover of approximately €60 million, requested a complete redesign of its corporate governance structure. The need was initially raised by the General Manager, who was not a family member, when offered the position of Chief Executive Officer (CEO). He highlighted the necessity of being supported by an external Board of Directors to better balance powers and delegations between the management and the owning family.
Subsequently, the need to revise the ownership rules of the holding company also emerged, with the goal of refining the family, corporate, and holding governance model to enhance organizational effectiveness and better align the Group’s structure with its growth and sustainability objectives.

Our Role:
We supported the company in completing the reorganization of the Group’s governance, focusing on two key areas.
First, we facilitated the implementation of the new governance structure, defining the role of the Board of Directors (BoD), selecting experienced and independent external directors, establishing clear delegations for the CEO and the Chairman, and drafting the Board regulations to define its operating framework.
Second, we revised the ownership rules of the holding company, analyzing the existing corporate statutes and conducting workshops and interviews with shareholders to update the internal regulations and ensure their alignment with the new governance dynamics. As part of this process, we drafted a new statute for the holding company and supported the revision of the statutes of the Group’s other entities.

Our Impact:
The implementation of the new governance structure significantly improved the separation of roles between the owning family and the company, creating a clear distinction of responsibilities and streamlining the decision-making process. The introduction of a Board of Directors with external members helped balance power dynamics, while the precise definition of delegations for the CEO clarified his strategic role within the organization.
This reorganization also enabled the development and approval of a strategic growth plan, setting the goal of reaching €80 million in revenue by 2028.