Governance regulation and practice, for the public sphere
With governments, supervisors and state-owned enterprises — usually commissioned by international financial institutions, and often attached to a transaction. Four engagements, from the evaluation of a public enterprise's board to the drafting of a market's governance code. This page is how the work is actually done.
Four engagements, for owners and rule-makers
The same craft as with company boards, adapted to state ownership and to the lenders' expectations — and the different craft of writing the rules.
- 01SOE governance assessment & board evaluationHolistic corporate governance assessments of state-owned enterprises — before or after an investment, or through a restructuring — and board evaluations, external or assisted self-assessments, adapted to state ownership. Compliance and ethics frameworks, and the governance of sustainability, where the lenders' expectations require them.
- 02IPO & privatisation readinessGovernance upgrades that prepare a public enterprise for listing or privatisation: a diagnostic per company, a workshop on how the board works, an action plan and the methodology to implement it — alongside the market authority and the exchange.
- 03State ownership policiesWork with state asset agencies and ministries to make ownership more effective: ownership policies, the process for nominee directors — sourcing, selection, evaluation, remuneration frameworks — and the methodologies, tools and training that go with them.
- 04Central banks & securities regulatorsGovernance regulation in the financial sector and the corresponding parts of the supervisory process; the development, revision and implementation of corporate governance codes — for listed companies, banks, insurers, public enterprises and SMEs.
The standard, the lender, the market
Governance work for the public sphere starts from three places — and rarely from the enterprise itself.
An informed and active owner
The OECD Guidelines on Corporate Governance of State-Owned Enterprises, revised in 2024, the World Bank's toolkit and the IFC methodology with its progression matrix for state-owned enterprises say the same thing in three vocabularies: the state should be an informed and active owner, and the board should be the body that decides.
Usually commissioned around a transaction
This work is usually commissioned by international financial institutions and development banks, and often linked to a financial transaction: a governance action plan written into the legal documentation, and followed year by year.
Same building blocks, higher bar
A listing or a privatisation does not change what governance is made of. It raises the bar on every block — and puts a date on it.
Work of this kind has covered Europe, the Middle East, Africa, Central Asia, South America and the Caribbean. Engagements and the institutions that commissioned them are disclosed only with their agreement.
Six deliverables — and the State's own to-do list
Kick-off, document review into a fact base, gap analysis, interviews: the diagnostic is the one we run everywhere. What differs is what comes out — and who has to act on it.
Every year by the board, every third year with an outsider
A state-owned board evaluates itself annually and is facilitated by an external party once every three years. The principles below are those we write into ownership policies; the rule in force is the one your government adopts.
- 01A named process managerThe company secretary or an external consultant runs the process end to end — so the board evaluates itself but does not administer itself.
- 02Nine steps for the board, eight for each directorTwo reviews, two sequences. The individual review includes a one-to-one interview between the chair and each director — and the deputy chair, or the chair of the governance committee, interviews the chair.
- 03Confidentiality by constructionOnly aggregated, anonymised results are reported. No individual response is identifiable in what the board receives.
- 04A summary and an action plan for the ministryThe owner receives the findings and the plan, not the raw material — enough to hold the board to account, not enough to run it.
- 05External evaluations for high-risk enterprisesThe government reserves the right to commission them, because external reviewers can uncover blind spots that internal government or corporate evaluators might miss.
Same building blocks, higher bar
Two formats, depending on who is in the room: a collective workshop with the market authority and the exchange when a government prepares several enterprises at once; a per-company diagnostic when one board has a date.
- 01The two-day workshop, with the authoritiesRun alongside the market authority and the exchange. Day one for boards, ministers and advisers: the perspectives and stakes of a listing; experience shared — the challenges, the success factors, the successes and the failures; what the market expects and what the regulator requires; the preliminary considerations — process, stakeholders, choosing advisers, building the internal team; the role of leadership. Day two for executives: mastering the process — preparation, then marketing, equity story and pricing; organising transparency — investor relations, post-IPO obligations, effective governance; readiness levels.
- 02The per-company diagnostic, and the checklistFor each candidate enterprise: kick-off, documents, a board questionnaire, interviews, a report, a workshop and an action plan. And the IPO readiness checklist in three phases — preparatory, execution, post-listing — detailed on the Governance review & design page.
- 03The training format: eight actsTwo and a half hours built as eight timed acts around a fictional company: the decision to exit; is the company IPO-able; thinking like the buyer; building the governance of a listed company; success against difficulty; starting early; the same company on three markets; beyond the listing. A binary vote to open — would you list this company? — a switch of perspective from founder to investor to emerging-markets fund manager, and a wall-sized timeline from entry through T–24, T–18, T–12, T–6, the IPO, T+6 and T+12 to T+24, to be filled with eighteen action cards.
Positions we hold in that room, verbatim: an IPO accelerates a governance maturity trajectory — it does not create it. Can an independent director be appointed three months before an IPO? Yes. Can an independent and effective board be built in three months? No. Built before, tested during, proven after. And one equation: size × growth and investment story × market depth × investor demand × company readiness — if one factor is close to zero, the IPO becomes difficult.
Twelve weeks from diagnostic to policy — and a ten-step nomination process
Work with the ministry of finance, the line ministries and the ownership entity: an ownership policy, and the process by which the State nominates, evaluates and pays the directors it appoints — with the methodologies, tools and training to run it afterwards.
The nomination process, in ten steps
- 01The vacancy is signalled six months aheadTime enough to run the process; late enough that the profile reflects the board as it will be.
- 02The board updates its skills and diversity matrixAnd proposes the target profiles for the seats to fill.
- 03An ad hoc committee finalises the profilesChaired by the ministry of finance, with the line ministry and the chair of the board or of its governance committee — senior officials, not delegates.
- 04Sourcing: an open call by defaultHead-hunting and a central board candidate database in support.
- 05CVs collated, a shortlist drawnAgainst the profiles, not the names.
- 06Interviews and rankingBy the committee, and documented.
- 07Nomination, declarations, due diligenceConflicts declared and checked before anyone is proposed.
- 08The Cabinet paperThrough the prime minister's office: the political decision comes last, on a file it did not build.
- 09The database updatedStrong candidates who were not retained stay in view for the next vacancy.
- 10Structured onboardingWith the ministry and the line ministry in the room.
The rules such a policy sets, as examples: a nomination concluded within six months; a five-year term, renewable once on performance; at least two-thirds independent directors and at least one-third of each gender; no more than two SOE board seats per person; boards of seven to eleven, an odd number; elected politicians excluded; an annual audit of the whole process by the auditor general. On remuneration: it shall not seek to be market-leading but be a reasonable proportion of private-sector arrangements — some degree of public service ethos is anticipated — with annual benchmarking and indexation, differentiation by role, an uplift for high-risk or turnaround companies, and enterprises categorised A, B or C by size, performance and ownership rationale, reassessed every three years.
Two sequences, and the code at the end
Writing the rules is a different craft from evaluating a board. The sequence depends on who holds the pen.
- 01With a central bankA report of recommendations on the supervisory approach; the supervisory methodology adapted for the governance of banks; a regulation drafted that sets the supervisor's governance and reporting expectations; the supervision team trained to compile and process governance disclosures; a public event for the banks; then ad hoc advice on adoption and implementation — sometimes with a study visit to a European supervisor.
- 02With a securities regulator or an exchangeReview of the code and of the national legal framework; review of listed companies' governance disclosures; review of the monitoring practices of the exchange, the regulator and the main investors; a peer-country comparison; a tailored recommendations report; the revised code drafted; a disclosure-monitoring methodology with its database and a first monitoring report; a manual with templates and procedures for listed companies and a monitoring manual for the regulator; train-the-trainers, workshops, a conference.
Behind every code, our own evidence base: an annual review of the European governance codes across fifteen-plus jurisdictions — chair independence, separation of roles, lead independent director, independence criteria and thresholds, women, age, international and employee directors, committees, board and executive remuneration, ESG materiality, statutory quotas. And, for state ownership, a 170-question review of the SOE framework applied to nine jurisdictions: legal and regulatory framework, ownership arrangements, general meetings and shareholder rights, boards, internal controls, transparency and stakeholder engagement.
From personal trust to institutional trust.
A mandate with a state, an SOE or a regulator?
Whether commissioned by a lender or by the authority itself — tell us the transaction or the reform, and let's discuss it.
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