Michael Evans, l’auteur de ce court article publié dans Forbes, montre les nombreux avantages des entreprises (jeunes, petites, familiales, entrepreneuriales …) à recruter un ou quelques administrateurs externes au conseil d’administration.
Les administrateurs externes doivent être judicieusement choisis afin de compter sur leurs expériences du domaine d’affaires ainsi que sur leurs capacités à exposer plus de perspective et de vision.
L’auteur présente également les quatre rôles fondamentaux que les administrateurs externes peuvent contribuer à clarifier.
Voici un extrait de la première partie de l’article. Bonne lecture !
Middle-market companies often operate as small fiefdoms under the control of the king, or to use a business term, the CEO. Very few mid-sized companies have a formal board of directors and for those that do have boards, CEOs tend to populate them with family, friends, and internal management. The theory is that board members do not know the business of the company, cost too much, and often do not provide value. In some cases, those conclusions are often true. But in many cases, the establishment of an effective board and the inclusion of outside board members have saved many a company from ruin.
It is estimated that less than 5 percent of middle-market companies have an established board or advisory board, the primary reason for such a low percentage is that small- and middle-market businesses believe they are smart enough not to need a board, think it is too expensive, or believe it would constrain their decision-making abilities.
With the demands on CEOs — including ongoing regulatory changes, pressure from family and other founders, the rise of new competitors and business models, and the need to transform businesses at an ever-quickening pace — it may be time for you to get some help and add an outside director to your board.
Outside directors bring outside experience and perspective to the board. They keep a watchful eye on the inside directors and on the way the organization is run, and provide guidance as to risk management and good corporate governance practices. Outside directors are often useful in handling disputes between inside directors, or between shareholders and the board.