An SME without formalised corporate governance makes decisions in isolation, closes the door to investors and accumulates invisible legal risk. At Summum Consultoria we design and implement the bodies, procedures and documentation that give real structure to your company — from the board of directors to the company secretariat.
Corporate governance is not a luxury reserved for listed companies. The Spanish Companies Act (Royal Legislative Decree 1/2010) imposes concrete obligations on every capital company — obligations that many SMEs fail to meet through simple omission: filing the minutes book before 30 April each year, convening the annual general meeting within the first six months of the financial year, operating a board of directors that actually functions, and drawing up minutes with full legal validity. Neglecting these requirements exposes directors to personal liability for damages caused to the company and to third parties.
Beyond minimum compliance, two external pressures are now pushing mid-sized SMEs to professionalise their governance. The first is the ESG supply chain: large corporations and public administrations require their suppliers to demonstrate good governance — transparency of ownership, separation of roles, an operational whistleblowing channel — as a condition for renewing contracts or participating in tenders. The second is access to financing: debt funds, family offices and early-stage venture capital investors assess the maturity of corporate governance before committing capital; a professionalised board can increase company valuation in a sale or funding round, according to studies from the Spanish private equity sector.
At Summum Consultoria we have worked since 2007 with SMEs and mid-market companies in Castilla y León and the Canary Islands on organisational structure and regulatory compliance projects. We know that corporate governance in a 30-person company cannot replicate an IBEX-35 model — it must be tailored: a functional board without bureaucratic overhead, an agile company secretariat that guarantees the legal validity of resolutions, and the right internal regulations to inspire confidence in shareholders and investors without paralysing day-to-day operations. Our position within Grupo Summum also allows us to connect corporate governance with data management (Summum Consultoria), systems compliance (Summum Sistemas) or ESG obligations (Summum Calidad), without the client having to coordinate multiple suppliers.
We analyse the current corporate structure: legal form, shareholder composition, existing management body (sole director, joint or several directors, or board) and available documentation (articles of association, minutes, regulations). We identify unmet legal obligations, director liability risks and gaps relative to the requirements of potential investors or ESG supply-chain demands.
We propose the governance structure adapted to the company's size and ambitions: board composition, profiles of executive, proprietary and independent directors, recommended committees (audit, remuneration, nominations) and decision-making mechanisms. We define the effective separation between ownership, governance and management — especially critical in family businesses or companies with several active shareholders.
We draft or update the necessary legal instruments: board of directors regulations, general meeting regulations, conflict-of-interest policy, delegation-of-authority procedure and minutes templates. We organise the company secretariat: annual meeting calendar, formal notices, agendas, minutes with legal validity, certification of resolutions and registration of the minutes book with the Companies Registry.
We accompany the first board meetings to ensure procedures work in practice. We train the designated secretary in their legal obligations and document management. We offer an outsourced company secretariat service for companies that prefer not to take on that role internally, with an annual review to update documents in response to regulatory or shareholder changes.
The operational detail: what we deliver as part of the work and what we keep alive afterwards.
Corporate maturity assessment
Full review of the company's legal and documentary situation: articles of association, minutes, shareholder register, delegations of authority and unmet obligations that generate risk for directors.
Board of directors design
Definition of the ideal board composition (executive, proprietary and independent directors), director profiles for each seat, appointment and removal criteria, and mechanisms for periodic evaluation of the body.
Regulations and internal policy
Drafting of the board regulations, general meeting regulations, conflict-of-interest and remuneration policy, and delegation-of-authority protocol for the management team.
Company secretariat
Organisation of the secretarial function: annual meeting calendar, formal notices, agendas, legally valid minutes, certification of resolutions and registration of the minutes book with the Companies Registry.
Governance in family businesses
Design of the family protocol and mechanisms for separating ownership from management, including criteria for family access to governance bodies, dividend policy and shareholder dispute resolution.
Reporting and shareholder information
Implementation of a periodic reporting framework for the board and shareholders: management report structure, key strategic monitoring indicators and presentation format adapted to investor or lender requirements.
Corporate governance is the framework on which regulatory compliance, sustainability and digitalisation rest: within Grupo Summum we connect it with ESG management (Summum Calidad), criminal compliance and data governance (Summum Consultoria), and cybersecurity and information systems (Summum Sistemas).
A robust criminal compliance programme relies on corporate governance: the board is the body that approves the crime-prevention model and monitors its effective implementation.
View service → consultoríaThe G (Governance) pillar of ESG criteria and the CSRD reporting requirements start with the board of directors: without formalised governance, sustainability reporting lacks a solid foundation.
View service → consultoríaData governance requires a board-level sponsor and a policy approved at the highest level: we articulate both projects so that the corporate governance structure supports the data strategy.
View service →There is no legal obligation to adopt the board of directors model; a Spanish limited company (SL) may have a sole director, joint directors or several directors. However, the Companies Act does impose obligations on every form of management: convening the annual general meeting within the first six months of the financial year, filing the minutes book before 30 April, documenting resolutions with legal validity, and complying with the duty of loyalty and diligence as a director. Failure to meet these obligations can result in personal liability for the director for damages caused to the company, shareholders or third parties.
The company secretary ensures the correct formal functioning of the management body: convening meetings, preparing agendas, taking minutes, custodying corporate documentation and certifying adopted resolutions. The Companies Act allows the secretary to be a board member or not. In many SMEs this role is performed by an external legal adviser or an internally designated person. At Summum Consultoria we also offer an outsourced secretariat service for companies that prefer to delegate this function to a specialist team.
Private equity investors, private debt funds and family offices assess the maturity of corporate governance as part of their due diligence before investing. A company with a constituted board, up-to-date minutes, a clear separation between ownership and management, and documented internal regulations inspires confidence and reduces perceived risk. This translates into better financing terms and, in sale or funding-round processes, into higher valuations. The absence of these elements is frequently a blocker or a reason for a price discount.
Corporate governance defines who makes decisions, how the management team is overseen and how accountability is rendered to shareholders: it is the company's power and supervision structure. Compliance (or regulatory compliance) establishes the processes and controls that ensure the company respects applicable laws and regulations. They are complementary: the board of directors is the body that approves and monitors the compliance programme; without formalised corporate governance, compliance lacks effective institutional backing.
Especially in family businesses. The confusion between family roles, shareholder roles and management roles is the main cause of conflicts that threaten business continuity. A family protocol, a board with clear access rules and a documented decision-making mechanism prevent personal tensions from blocking management. Moreover, when the company grows or brings in outside shareholders, prior corporate governance is the foundation that makes capital entry viable without losing family control.