The Role of Corporate Governance in the Professionalization of Family-Owned Clinics
- Admin
- Jul 28
- 3 min read
Learn how boards, shareholder agreements, and decision-making protocols can protect your clinic from internal conflicts and ensure long-term sustainability
Introduction
In family-owned clinics, decisions are often made informally, based on trust between partners — who are frequently relatives. Initially, this approach may work well. However, as the clinic grows, new challenges arise: expanding teams, the need for financial controls, onboarding of new professionals, and, most importantly, conflicting opinions among stakeholders. In this context, corporate governance is not just a formality — it becomes the foundation for continuity, professionalization, and protection of the business from internal breakdowns.
Practical tip: the sooner a family-owned clinic adopts governance practices, the lower the risk of conflicts that can hinder future growth.
1. What Is Corporate Governance and Why Does It Matter for Family-Owned Clinics?
Corporate governance is the set of practices, processes, and structures that define how an organization is directed, managed, and controlled. In practice, it establishes clear rules about who makes which decisions, based on principles such as transparency, fairness, accountability, and corporate responsibility.
In family-owned clinics, these practices help separate personal matters from business operations, building a solid organizational culture that withstands emotional conflicts and impulsive decisions.
Real example:
A dermatology clinic managed by two brothers faced a crisis when one of them decided to open another unit without the other's consent. The lack of a shareholder agreement and clear expansion rules nearly ended their partnership.
2. Shareholder Agreements: The Foundation for Legal and Strategic Security
A shareholder agreement is the first essential document for any family-owned clinic aiming to professionalize its operations. It sets the rules of engagement:
Rights and duties of each partner;
Guidelines for profit distribution and remuneration;
Procedures for partner entry and exit;
Succession rules in case of death or withdrawal;
Voting and decision-making protocols.
It also protects the business from unforeseen family events, such as divorces, inheritance disputes, or disagreements among relatives.
Practical tip: consult a corporate law specialist to draft a customized and robust shareholder agreement. Avoid using generic templates.
3. Establishing Advisory or Administrative Boards
As the clinic expands, establishing a Board of Advisors (for smaller clinics) or a Board of Directors (for larger operations) becomes highly recommended.
Key functions:
Assess strategic decisions impartially;
Mediate disputes among family partners;
Recommend best practices for management and growth;
Evaluate executive performance.
Having external board members — even informally at first — introduces a market-driven perspective and rationality to decision-making.
Statistic:
According to the Brazilian Institute of Corporate Governance (IBGC), family businesses with formal boards are 2.5 times more likely to reach the third generation successfully.
4. Decision-Making Protocols and Clear Administrative Routines
Beyond agreements and boards, it's vital to establish clear decision-making protocols:
Who can hire or fire staff?
What is the maximum value allowed for purchases without prior approval?
How are investments or new units approved?
How frequently should management meetings occur?
These protocols create a culture of accountability — where everyone understands their roles and is held responsible. This reduces guesswork, centralization of power, and emotional conflicts among relatives.
Practical tip: schedule regular meetings with agendas, minutes, and assigned responsibilities. This brings formality and professionalism to routine operations.
5. Governance as a Tool for Business Valuation and Continuity
Beyond internal structure, corporate governance increases the market value of the clinic. During valuation processes, mergers, or when seeking investors, a solid governance framework signals maturity and lowers risk.
From a succession perspective, governance ensures that the clinic can survive the founders’ departure or the onboarding of heirs. Without it, the business becomes vulnerable to discontinuity — even if profitable.
Case study:
A dental clinic in São Paulo adopted formal governance practices and attracted a minority investor with a valuation 27% higher than expected, precisely due to its structured management model.
Conclusion
Corporate governance is not about bureaucracy — it’s about building strength and resilience. For family-owned clinics that aspire to grow, attract new partners, safeguard their assets, and ensure longevity, governance is the natural and necessary path. Starting with a strong shareholder agreement, setting clear protocols, and creating formal decision-making spaces are the first steps toward stepping out of informality and building a lasting healthcare business legacy.
Professionalization does not erase the family essence of the clinic — it protects and prepares it for the future.
