2. Background:
• No one make decision without Consensus.
• Founded by MEDINA MORA, FERNANDO
CONTRERAS AND JOSE IGNACIO on may 26,1985
• Based in GUADALAJARA
• Offices in MEXICO CITY AND MONTERREY
• Initially named CONSULTORS EN INFORMATICA Y
COMPUTACION.
• Value added distributor if IT.
• From Resellers to HP to second largest IT
distributor in MEXICO.(Small Conglomerate).
4. VISION
EXCELLENT CUSTOMER SERVICES
PERSONAL AND PROFESSIONAL DEVELOPMENT
OF EMPLOYES
WORK BASED ON PRINCIPLES AND ETHICAL
VALUES
USE CUTTING EDGE TECHNOLOGY
HAVE SOLID FINANCES
FULFILL LEGAL OBLIGATIONS
6. This Case Is About:
1. They Want to find best Structure for Company.
2. They have:
❑ share holders assembly
❑ BODs
❑ Executive committee
❑ Consultancy council &
❑ Reseller council
3. What other component of corporate governance should they
built ?
4. How can they govern, Not Control the firm ?
8. Resellers
&
SBUs.
➢RESELLERS:
• Companies of 10 to 15 people.
• 20,000 resellers in total in the Mexican
market
• They maintain close relationship with
Individuals and businesses.
• CompuSoluciones provided administrative
consultancy to its resellers as well as
credit.
• 80% sales done through resellers.
➢BUs
• 5 to 20 peoples team work on specific
supplier.
▪ 18 Bu’s.
11. BOD
Chairman
CEO
CFO
3 independent members
EXECUTIVE COMMITTEE
Chairman
CEO
CFO
3 Commercial managers
CONSULTATIVE COUNCIL
6 senior managers of Compusoluciones
12 managers from other companies
RESELLERS’ COUNCIL
6 senior managers of Compusoluciones
15 managers from company’s main customers
CORPORATE GOVERNANCE
STRUCTURE
12. ISSUES
No Outside Talent At Senior
Positions.
Consensus Based Model Still Valid?
Independent Business Units Will
Work Effectively?
Links Between Business Units….
13. SOLUTIONS:
ODD NUMBER OF MEMBERS IN COMMITTEES
APPLY STEWARDSHIP THEORY
RECONSIDER SIZE OF COMMITTEES
MENTORS IN COMMITTEES
CONSIDER OUTSIDE TALENT
CREATE STRONG LINKS BETWEEN BUSINESS UNITS
INCREASE NUMBER OF INTERNAL MEMBERS IN COMMITTEES.