Representative Engagement · Energy & Industrial Assets · Special Situations
Switzerland | Governance framework in a carve-out and listing context
Design of the governance, investment and control framework of an international oil group generating several billion US dollars in revenue, on the occasion of the separation and initial public offering of its exploration and production subsidiary on a North American exchange.
Framework of some sixty rules across nine domains, from the code of conduct to information systems, developed with around twenty functional and operational executives and approved at Supervisory Board level.
Scope of Work
- Standardised investment file: strategic, technical, financial (net present value, internal rate of return, payback period), legal and tax assessment, and joint-venture partner assessment
- Divestment process: asset valuation, reserve price, sale file, tender, buyer due diligence and exit with no residual risk
- Delegation of authority: approval and dual-signature matrix, acquisition and disposal thresholds up to the Supervisory Board
- Capital transactions and group structure: entity creation and liquidation, equity entries, parent company guarantees
- Trading position and loss limits, counterparty credit limits and risk management