A structured self-assessment of governance documentation completeness for PE-backed companies preparing for an exit process. Know your gaps before the data room does.
Who this is for: Company secretaries, chairman's assistants, and governance advisors at PE-backed companies. Use this diagnostic 12–24 months before a planned exit window, after a new PE deal closes to establish a governance baseline, or when governance record quality is uncertain.
How to use it: Answer all 20 questions based on your current governance record as it stands today — not how you intend it to be. Select the answer that best describes actual documented practice, not aspiration. When in doubt, select the lower option: gaps found here cost far less to address than gaps found in a buyer's data room review.
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Domain 1
Board Meeting Records & Minutes Integrity
Completeness, approval status, and quality of the formal meeting record — the primary governance document a buyer's legal team will review.
1.1Have all board meeting minutes from the past 24 months been formally approved at a subsequent meeting or by written circulation — not just circulated and filed?
1.2Are all board meeting minutes signed by the chairman of the meeting (or the chairman of the approval meeting) as required by the company's legal form?
1.3For significant board decisions in the past 24 months, do the minutes record the information that was before the board, the key considerations discussed, and the basis for the decision?
1.4Is there a complete attendance record for every meeting — identifying who was present, how they participated (in-person / video / telephone), and who was excluded from specific items?
Whether every formal decision has been captured, tracked for implementation, and confirmed as delivered — the governance accountability chain.
2.1Does the company maintain a complete, chronological resolution register covering every board and committee resolution for the past 24 months, including written/circular resolutions?
2.2For resolutions in the register, is there a documented implementation status and — where implemented — confirmation of how implementation was evidenced?
2.3Is there a formal action register tracking management commitments from board meetings, with named owners, specific deadlines, and structured review at each subsequent meeting?
2.4Are written/circular resolutions documented with the same formality as meeting resolutions — full member response records, resolution text, and date — and filed in the resolution register?
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Domain 3
Committee Governance Documentation
Whether committees are properly constituted, governed, and documented — a frequent failure point that often surfaces only at exit.
3.1Is each active committee formally constituted by a board resolution that is documented in the resolution register — not just referenced in the SHA or established by convention?
3.2Do all active committees have board-approved Terms of Reference (ToR) that have been reviewed and reconfirmed within the past 12 months?
3.3Are committee minutes maintained, circulated, and formally approved at subsequent committee meetings to the same standard as full board minutes?
3.4Has the Audit Committee held and documented a private session with the external auditor (without management present) at least once in the past 12 months?
4
Domain 4
Management Incentive Plan (MIP) Documentation
Whether MIP awards, vesting events, and leaver determinations are fully documented with formal board governance — the most common gap found in PE exit data rooms.
4.1Are all MIP award agreements fully executed — countersigned by both the company (by an authorised signatory) and the participant — and retained on file?
4.2Is there a documented board or Remuneration Committee resolution for each MIP grant, covering the performance conditions, vesting schedule, and individual award parameters?
4.3Have all good leaver / bad leaver determinations in the past 24 months been formally resolved by the board or Remuneration Committee with documented resolutions?
4.4Are performance condition tests and vesting confirmations documented with formal board or committee sign-off, rather than managed as an HR or payroll administration process?
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Domain 5
SHA Reserved Matters & Consent Governance
Whether PE sponsor consent for reserved matters is systematically sought, documented, and traceable — a governance obligation that is routinely under-documented.
5.1Does the company maintain a current reserved matters reference list derived from the SHA, reviewed and updated when the SHA or any supplementary agreement is amended?
5.2For decision agenda items in the past 24 months, is there a documented pre-meeting check that each item was reviewed against the SHA reserved matters list before the meeting?
5.3Is PE sponsor consent for reserved matters items documented in a traceable, retrievable form and filed alongside the relevant board resolution?
5.4For cumulative expenditures or multi-year commitments that may approach SHA threshold limits, does the company have a monitoring mechanism to identify threshold risk before breach?
0 of 20 questions answered
Governance Readiness Report
PE Exit Governance Assessment — Plansix GmbH Board Intelligence Platform
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/ 40
Maturity Level
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Domain Scores — Governance Coverage Radar
Domain Breakdown
Domain
Score
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Level
Priority Remediation Areas
30 / 60 / 90-Day Remediation Roadmap
What Exit-Grade Governance Looks Like (Level 5)
Every board minute formally approved and chairman-signed — no unsigned backlog
Complete resolution register with implementation status for every resolution
All committees formally constituted by board resolution with current ToR
Auditor private session documented annually in committee minutes
All MIP award agreements fully executed and filed with grant resolutions
Every vesting event and leaver determination confirmed by committee resolution
SHA reserved matters reference list current and used in every agenda review
PE sponsor consent documented and filed alongside every reserved matter resolution