Board composition is brought to listed-company standard: the right mix of executive, non-executive, and independent directors — independent in fact, not just in the filing. Audit committee and nomination-remuneration committee constituted with proper charters and meeting rhythms. Key managerial personnel — CEO, CFO, Company Secretary — appointed with documented terms. Then the policy stack: related-party transaction policy, whistle-blower mechanism, insider trading code, materiality thresholds, document preservation, familiarisation programmes for independent directors.
The unglamorous part matters most: minutes that record actual deliberation, committee meetings that actually happen on schedule, disclosures made on time. Diligence doesn't just read your policies — it reads your minutes, your attendance registers, your filing history. Governance theatre collapses under this kind of reading. Real governance doesn't.
Two to three months, running parallel with the back half of restatement. Director searches take the longest — good independent directors are in demand and they diligence you back.
Where companies stumble: appointing independent directors who are independent only on paper — the promoter's former auditor, a family friend. Diligence spots it instantly and it poisons everything else. The other one: writing policies nobody follows. An insider-trading code that no employee has read is worse than useless — it's evidence.
A company that already operates like a listed company. When the banker arrives, governance is a completed chapter, not a workstream. And after listing, the compliance calendar is a continuation of existing habit, not a new shock.
Take the scorecard, then let's talk about the gaps — with a dated plan, not a sales pitch.
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