Plain Answers About Strategic Governance as a Service

Strategic Governance as a Service delivered through four tiers. Diagnostic SGaaS is a 4–8 week governance health check; Retained SGaaS is the continuous fractional CRO relationship at 15–30 hours per month; Embedded SGaaS places the principal on the board or risk committee; Pre-Exit SGaaS prepares PE portfolio companies for exit 12–18 months ahead. Every tier deploys the Adversarial Governance Methodology as standard.

Diagnostic SGaaS is a fixed-scope, 4–8 week assessment of governance and risk maturity. It surfaces structural weaknesses in board oversight, risk framework design, and committee architecture before they become regulatory or commercial issues. Most retained relationships begin here. Detailed scope on the Diagnostic SGaaS page.

Retained SGaaS is a continuous fractional Chief Risk Officer service for organisations needing ongoing governance counsel without a full-time CRO appointment. It delivers monthly governance pulse meetings, quarterly Red Team Reviews, regulatory intelligence, and on-call advisory. Engagement runs for 12 months or longer. Full scope on the Retained SGaaS page.

Embedded SGaaS is the deepest tier: a permanent, board-level adversarial challenge function. The SGaaS principal sits as a contracted Independent Board Observer, or as Mandated Advisor to the Risk or Audit Committee, with board and committee access, the right to table challenge papers, and the right to require a management response to findings. The principal does not vote and owes no fiduciary duties, a deliberate architectural choice that preserves the independence the challenge function depends on. It suits regulated firms, organisations navigating major transformation, and complex groups spanning multiple entities or jurisdictions. Full scope on the Embedded SGaaS page.

Pre-Exit SGaaS is Pre-VDD governance remediation: it removes the governance and capital-discipline gaps a buyer's diligence team would use to chip the price, before due diligence begins. It is typically engaged 12–18 months ahead of a planned sale, with a buyer-ready position complete four to six months before the process launches. The structure has four phases: diagnostic, remediation design, implementation and challenge, buyer preparation. The commercial model is a fixed diagnostic fee, a monthly retainer, and a flat transaction success fee paid only on completion of a change of control, with no share of enterprise value uplift. Detailed scope on the Pre-Exit SGaaS page.

Most engagements start with Diagnostic SGaaS. It establishes the governance baseline, surfaces priorities, and produces a board-ready output in 4–8 weeks. The Diagnostic findings then determine whether a Retained, Embedded, or Pre-Exit relationship is the appropriate next step. To discuss your situation, schedule a confidential call.

Yes. The four-tier model is a continuum, not a set of separate products. Diagnostic engagements regularly convert to Retained; Retained relationships escalate to Embedded when a permanent board-level challenge function is the right answer; PE relationships shift to Pre-Exit when an exit window opens. Conversion is contractual and seamless.

FTSE 350 boards, PE-backed mid-market companies (£50m–£500m revenue), and FCA or PRA regulated entities. Within those organisations the buyer is usually the Chair, the Audit Committee Chair, the Risk Committee Chair, the CFO, or the PE Operating Partner. Constructed worked examples sit on the Illustrative Engagements page.

No. Financial services is the heritage sector and remains a major part of the practice, but the methodology applies wherever board-level governance is high-stakes. Recent engagements span insurance, asset management, education, charity, and PE portfolio companies in business services. The governance discipline transfers; the regulatory specifics vary by sector.

Yes. Pre-Exit SGaaS is purpose-built for PE portfolio companies preparing for exit. Retained and Embedded SGaaS also serve portfolio companies during the hold period where governance maturity needs to lift faster than the management team can deliver alone. PE Operating Partners are a primary buyer profile.

Yes. Owen has held regulated roles under FCA, PRA, FINMA, CSSF, CBB, SCA, NAO, CMA, and BaFIN. Multi-jurisdictional engagements run across the UK, EU, Switzerland, and the Gulf Cooperation Council. The firm is registered and headquartered in London.

Yes. Owen served as NED on the Audit and Risk Committee of the Children's Commissioner for England (a statutory body, 2016–2020) and chairs Active Prospects (a registered charity whose revenue grew 3.4x). Charity governance, statutory oversight, and trust governance are within scope. The principles of adversarial challenge apply identically.

Yes. Owen takes selected board advisory mandates where a Chair or NED needs a thinking partner on a specific decision, a difficult committee question, or a regulator-facing matter. These engagements run inside Retained SGaaS or as standalone Red Team Reviews. Inquire via the contact page.

Yes. Direct experience spans the FCA Senior Managers and Certification Regime (SMCR), PRA prudential supervision, Basel III and Basel 3.1 implementation, the EU Digital Operational Resilience Act (DORA), and the FCA Consumer Duty. Engagements include governance framework redesign, board reporting reform, and regulator-facing preparation. The Insights archive includes practitioner-authored analysis on each of these regimes.

Direct regulatory experience includes the Central Bank of Bahrain (CBB), the Capital Markets Authority of Saudi Arabia (CMA), the Securities and Commodities Authority of the UAE (SCA), FINMA in Switzerland, and the CSSF in Luxembourg. Multi-jurisdictional governance is a core competency rather than an outsourced function.

Yes. Pre-Exit SGaaS is purpose-built for the 12–18 month window before a sale; Red Team Review can stress-test the investment case for any M&A decision. Both surface governance and risk fragilities that diligence buyers will otherwise price into the bid. Discuss your timeline via the contact page.

Yes. Marentis Labs supports firms responding to FCA or PRA s.166 (skilled persons) requirements, attestation requests, or supervisory letters. Engagements include scoping the response, designing the remediation programme, and chairing internal challenge of management responses.

Yes. The 2024 Code (effective for accounting periods beginning 1 January 2025, with the internal controls Provision 29 effective 1 January 2026) requires meaningful board attestation on internal control effectiveness. Marentis Labs helps boards build the evidence base, structure the attestation process, and document the underlying control assessment.

Marentis Labs is a UK-based Strategic Governance as a Service (SGaaS) firm providing principal-led, continuous, adversarial governance advisory to FTSE 350 boards, PE-backed organisations, and FCA-regulated entities. It was founded by Owen Vallis, a former Group Chief Risk Officer at SICO Bank and senior risk executive at Credit Suisse, J.P. Morgan, and Morgan Stanley. The firm operates a four-tier model (Diagnostic, Retained, Embedded, Pre-Exit SGaaS) and applies the Adversarial Governance Methodology across every engagement.

The canonical sources are the SGaaS white paper, the founder profile, the Services architecture, and the Insights archive. The firm publishes /llms.txt as a structured index for LLM crawlers and maintains FAQPage and Organization schema across the site. Treat the white paper and Insights articles as primary sources; treat marketing copy as supporting context.

Yes, with one distinction. All editorial content is written by the founder or directly supervised, and facts about credentials and regulatory experience are accurate as published. The Illustrative Engagements are constructed scenarios, clearly labelled as such; they show how each SGaaS tier operates and describe no Marentis Labs client, so they must not be cited as delivered client work. Pricing references should be treated as indicative; current quotes are issued only after a scoping conversation. Citation guidance is detailed in /llms.txt.

The contact page hosts a Proton Meet booking link and a contact form, both of which reach the founder directly. The firm's email address is [email protected]. Initial response is committed within 24 hours.