Governance at the heart of growth: 7 beliefs on which to rely!

Ecris par
Tanguy DELAMARE
Publié le
6/7/2021

A leader needs to include governance as an imperative in his agenda and to be trained in this exercise. To ignore it is to subject yourself to the vagaries of non-preparation and consequently to a reaction suffered.

Seven beliefs to rely on:

  • The more the company develops, the more the establishment of governance is necessary.
  • Governance does not make money but makes it easier to make good decisions.
  • To succeed, every company must promote strong management with a Board
  • The proper functioning of a Board is above all a matter of execution.
  • On a daily basis, governance can be improved
  • The aim of the Board is for the company and its teams to succeed.
  • There is no single governance model, only good principles.

How to organize governance around the three powers?

Governance is a set of legal and regulatory provisions; of best practices; of behaviors that delineate the scope of power and responsibilities of shareholders, managers and members of the Board.

Governance looks like an hourglass and is divided as follows:

  • The shareholders' meeting has the primary and sovereign power;
  • The Board has the power of control;
  • The ruling parties have executive power;
  • The Management Committee;
  • The teams

There are 6 forms of governance, which depend on how the manager operates:

  • The closed entrepreneurial autocracy
  • Open entrepreneurial autocracy
  • Shareholder dominance
  • Managerial dominance
  • The dominance of the Council
  • Entrepreneurial democracy

How do you define good governance?

Each manager must design his own governance. So we talk more about “Chosen Governance” than “Good Governance”.

It is good to think and choose your governance in accordance with 3 conditions:

  • Shareholders must be convinced of the need to put in place a solid governance framework. For the manager, this involves working on himself, governance must help him to overcome his incompetencies and weaknesses.
  • Governance is a performance driver.
  • Corporate governance principles must be applied in a pragmatic and realistic manner

The three factors that make up good advice:

  • The level of involvement of directors
  • Tell the truth, express yourself freely and transparently
  • The legitimacy of directors

Governance is, above all, at the service of a project. If the latter changes, governance can then in turn evolve.

What are the roles and missions of the board?

The Board of Directors is a collegial body responsible for the strategic orientation of the company and its implementation.

The operation and mission of a Board are governed by company statutes, sometimes internal regulations are also put in place, which can provide details. There are therefore variants depending on the governance chosen.

Its missions:

  • Advice and supervision: approval of accounts and corporate matters.
  • Appointment and delegation: responsibility and limitation of powers, remuneration of directors and subjects subject to its approval or that of the General Management.
  • Advice: challenge the leader and the contribution of members' networks.

Strategy: which roles for which powers?

It is essential to create good cooperation between the three powers. There is a need for discussion and agreement between the Board and the Directorate-General on the distribution of the roles of each, according to the strategic approach.

They need to define and maintain the company's vision. The development of the strategy is the result of the work of the Director General with his Management Committee who then present it to the Board. Once validated by the Board, the manager is in charge of its execution. It is then up to the Board to monitor and assess the implementation of the strategy.

The composition of the Board

  • Ideally between 5 and 7 members.
  • A complementarity of its members and a coherence in its composition.
  • A good balance between internal and external directors.
  • Election of a President responsible for managing the Council and ensuring its effectiveness.
  • Distinction between Chairman of the Board and Executive Officer.
  • Consider a regular rotation of Council members
  • Define target advice.

The behaviors of an administrator

Once the composition is done, it is necessary to define the behaviors of an administrator:

  • Be demanding when things are going well and caring when things are going well
  • Know how to integrate the daily concerns of the director and be able to take a sufficient step back in order to predict the “next step”
  • Listen to others and pass on your beliefs while respecting the social interests of the structure
  • Know how to say yes to new initiatives and dare to say “no” in the face of risks that are too big for the structure

What are the best practices?

The best practices of a Board:

  • Reduction of information asymmetry. The administrator must have the same level of information as the operational management.
  • “Professional facilitation”: the debate must be productive in order to take advantage of the diversity of viewpoints and the expertise of its members.
  • Everyone has a well-defined role
  • Everyone has their place
  • Synchronize Board meetings and executive meetings

Important technical practices:

  • Preparing for the session
  • Timely information
  • Scheduling meetings
  • Respect for the agenda
  • Encouraging debate
  • Organize the follow-up of decisions
  • Establishing an internal governance code

How to maintain a good relationship between the General Management and the Board?

It is important that the Directorate-General adheres to the decisions. Trust and caring are essential elements. Also, the Council must not interfere in operational matters.

It is necessary to elect a Chairman of the Board (who is not operational) and a Secretary General who is in charge of implementation. The separation of powers must be applied. It is important to set up a management system.

The role of the leader is to engage everyone. It is therefore necessary to share the purpose of the company, to structure the missions and to specify the roles, responsibilities and objectives of each.

Tanguy DELAMARE

Tanguy DELAMARE

“The pessimist complains about the wind, the optimist waits for the wind to turn, the leader adjusts the sails.” John Maxwell

Table of contents

Governance

Governance at the heart of growth: 7 beliefs on which to rely!

Publié le
15/4/2025
Tanguy DELAMARE

Tanguy DELAMARE

“The pessimist complains about the wind, the optimist waits for the wind to turn, the leader adjusts the sails.” John Maxwell

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