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Governance

Governance before listing: the board conversation founders should have early

The most common cause of a delayed or disappointing listing is not the business. It is the governance work left until the sponsor has been appointed.

By the Elite Prime investment team6 min read

The firm's earliest work was helping companies prepare for the public markets, and although we now invest rather than advise, the lessons remain. The listing process exposes every shortcut a company has taken in its governance, and the cost of putting those shortcuts right rises sharply as the timetable compresses.

Start with the shareholder register

Nominee holdings, undocumented option promises, side letters and informal arrangements with early backers can all be resolved, but each takes time and often money. We encourage founders to tidy the register two to three years before a listing, and as a pre-IPO investor we make it a condition of our participation.

Build the board you will need, not the one you have

Independent directors with public-company experience are scarce, and their diaries fill early. Appointing them eighteen months before a listing gives them time to shape the audit and remuneration committees, to understand the business properly and to be credible to institutional investors when the roadshow begins.

Reporting cadence is a habit

Companies that adopt a public-company reporting cadence while still private, with monthly management accounts, quarterly board packs and an annual audit conducted to listing standards, find the transition far less disruptive. Those that do not tend to discover problems with revenue recognition, related-party transactions or internal controls at the worst possible moment.

Related-party transactions

Almost every founder-led business in the region has some form of related-party arrangement. The question is not whether they exist but whether they are on arm's-length terms, properly documented and disclosed. We examine them carefully before we invest, because they are among the first things a sponsor and the exchange will look at.

None of this is glamorous work. It is, however, the difference between a listing that proceeds on schedule at a fair valuation and one that is delayed, discounted or withdrawn.

Talk to the people who make the decisions.

If you are a founder, owner or borrower looking for an aligned investor with a long horizon, we would like to hear from you.