Delegation, Oversight, and Compliance in Corporate Governance in Georgia

First, determine which decisions shareholders, directors, managers, and employees may each make. An authority matrix can set thresholds and required approvals for contracts, payments, hiring, tax filings, procurement, and data access. Delegations and powers of attorney should clearly identify the recipient, scope, start date, end date, and any permitted sub-delegation. Registry information, bank mandates, electronic access, and internal responsibilities must be consistent with one another. Transferring a task does not automatically eliminate the company’s management’s control and oversight duties. Where possible, high-risk transactions should not be initiated, approved, executed, and recorded entirely by one person. For payments, separate roles for ordering, confirming receipt of goods or services, approval, and recording are helpful. Contracts with shareholders, managers, or related parties require documented terms and responsibilities, as well as a review of potential conflicts of interest. A compliance calendar tracks tax, registry, licensing, reporting, contractual, and record-retention deadlines, with a responsible person and a backup assigned to each. Work instructions should describe how supporting documents, customer data, complaints, approvals, and communications from authorities are handled. Deviations, control failures, and potential violations need a confidential reporting channel, a documented review, and appropriate corrective measures. System access rights should be regularly checked against each person’s role and employment status, and promptly adjusted when roles change or employment ends. Management should regularly review outstanding risks, overdue obligations, unusual payments, and incomplete actions. The scope and depth of controls should reflect the company’s legal form, size, activities, regulation, and actual risk.