A practical guideline for startups and smaller companies aiming to establish an effective and efficient governance structure Good governance is essential to the success of startups and scale-ups. In this book, Luc Sterckx, an expert in internal governance and general management, provides firsthand advice on how early-stage companies can be governed in an efficient and workable manner, regardless of their limited financial resources. The book combines legal and regulatory information with practical advice on implementation, including guidance on how to set priorities. As a company transitions from a startup to a scale-up, corporate governance needs to adapt to meet the more demanding and challenging environment. The author delves into real-life challenges such as board composition, shareholder interests and fostering corporate culture, offering indispensable insights on how to navigate these issues. Corporate Governance from Startup to Scale-up is a must-read for start-ups and early-stage companies seeking to grow and professionalize. Good governance is essential to the success of startups and scale-ups. In this book, Luc Sterckx, an expert in internal governance and general management, provides firsthand advice on how early-stage companies can be governed in an efficient and workable manner, regardless of their limited financial resources. The book combines legal and regulatory information with practical advice on implementation, including guidance on how to set priorities. As a company transitions from a startup to a scale-up, corporate governance needs to adapt to meet the more demanding and challenging environment. The author delves into real-life challenges such as board composition, shareholder interests and fostering corporate culture, offering indispensable insights on how to navigate these issues. Corporate Governance from Startup to Scale-up is a must-read for start-ups and early-stage companies seeking to grow and professionalize. FOREWORD BY REGINALD VOSSEN FOREWORD BY CLAIRE MUNCK FOREWORD BY SANDRA GOBERT PREFACE 1 INTRODUCTION Why this (new) book? Review of earlier publications My experience 2 THE BASICS AND SCOPE Corporate Governance The startup company The scale-up company Corporate Governance in the startup and scale-up companies Belgium BV/SRL and NV/SA Board of Directors 3 THE PARTICULARITIES OF A STARTUP / SCALE-UP AND THEIR IMPACT ON GOVERNANCE What are the key differences between a startup / scale-up and a more mature company from the perspective of Governance? What are the similarities? What is really important in all this? What makes the difference between Corporate Governance in a startup and a scale-up? 4 WHAT ARE THE MUST-DO’S? Legal (company law related) obligations When things turn ugly … Shareholders agreement Codes, rules, and regulations Publications and reporting 5 CHOICES IN CORPORATE GOVERNANCE Company structure Why (immediately) a BOD? BOD composition … and the Chair Meeting agenda, structure, and frequency – what should the BOD really do? Committees Relationship investors – BOD – management Evolution and evaluation Remuneration Continuity 6 THE TRANSITION FROM STARTUP TO SCALE-UP The awakening The search for money Closing the deal The new reality 7 BEST PRACTICES Focus Cash The customer Human Capital Financial reporting Effectiveness and efficiency When to start Compliance ESG 8 ATTENTION POINTS Keeping balances Communication 9 LESSONS LEARNED … The do’s and don’ts Ride the storms 10 CONCLUSIONS ADDENDA Addendum 1. Director selection matrix Addendum 2. BOD annual agenda model Addendum 3. Financial reporting model Addendum 4. Elements of legal and regulatory compliance Addendum 5. Charter of the Board of Directors Addendum 6. Steps Capital Increase Addendum 7. Remuneration of Board members ABOUT THE AUTHOR