Voici un plaidoyer en faveur de l’établissement d’un comité de gouvernance et de nomination par Alan. S. Gutterman. L’article est intéressant en ce qu’il procure d’excellentes justifications pour l’amélioration continue des membres du conseil. De plus, l’auteur présente une description des principaux devoirs et responsabilités des administrateurs qui sera utile à tout nouveau membre du conseil.
J’ajouterais que les programmes de formation en gouvernance telles que ceux du Collège des administrateurs de sociétés (CAS) sont de plus en plus nécessaires de nos jours. Voici un aperçu du billet de M. Gutterman.
« The centerpiece of any such initiative iscreating a permanent committee committed to working year-round on board development. This includes not only the traditional recruiting and selection but also mapping out a long-term strategy for the board’s composition and ensuring that active members are informed about “best practices” for being knowledgeable and effective (e.g., orientation, training and assessment) ».
« One simple but often neglected step in board development is creating a description of the duties and responsibilities of directors. It’s like a job description and should be written in a manner that informs candidates about the types of behaviors that will be expected of them. Consider the following list as an example:
Intel Board of Directors (Photo credit: IntelFreePress)
Attend regular meetings of the company’s board of directors, which are held at least four times per year and which generally extend for about four to five hours.
Be accessible for personal contact with other board members and company officers between board meetings.
Participate on, and provide leadership to, at least one of the committees of the board. Prepare for active participation in board meetings and board decision making, including thorough review of materials distributed in advance.
Participate in orientation and training activities for new and continuing directors and proactively seek out other self-education opportunities on issues and problems that are being considered by the board.
Responsibly review and act upon recommendations of board committees brought to the entire board of directors for discussion and action.
Participate in the annual self-review process required of all board members.
Participate in the annual development and planning retreat for the entire board, which is usually held in January of each year.
Understand and comply with the terms and conditions of all policies, procedures and agreement applicable to board members in general and to you specifically, including fiduciary obligations imposed on board members under applicable laws.
In general, use your personal and professional skills, relationships, experiences and knowledge to advance the interests and prospects of the company.
A description of director duties and responsibilities is obviously important during the recruitment, interviewing and selection process; however, it also can be used as a guide in the development of orientation and training programs and creating of an assessment framework to evaluate how well directors are fulfilling their obligations ».
Gouvernance | Jacques Grisé 